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01-20-15 Regular Meeting Agenda City of Delray Beach • Regular Commission Meeting Tuesday,January 20, 2015 Regular Meeting 6:00 p.m. Public Hearings 7:00 p.m. Delray Beach City Hall RULES FOR PUBLIC PARTICIPATION The City of Delray Beach welcomes public engagement during City Commission meetings and requests that citizens adhere to the following Rules for Participation: 1. PUBLIC COMMENT: City Commission meetings are business meetings and the right to limit discussion rests with the Commission. Generally, remarks by an individual will be limited to three minutes or less. The Mayor, presiding officer or a consensus of the City Commission has discretion to adjust the amount of time allocated. Public comment shall be allowed as follows: A. Comments and Inquiries on Non-Agenda and Agenda Items (excluding public hearing or quasi-judicial hearing items) from the Public: Any citizen is entitled to be heard concerning any matter within the scope of jurisdiction of the Commission under this section. The Commission may withhold comment or direct the City Manager to take action on requests or comments. B. Public Hearings/Quasi-Judicial Hearings: Any citizen is entitled to speak on items under these sections at the time these items are heard by the Commission. C. Citizens that request to do a presentation that is on a portable flash drive device or CD/DVD, must provide their media to the City Clerk no later than 12:00 pm one day prior to the meeting where they wish to present. 2. SIGN IN SHEET: Prior to the start of the Commission Meeting, individuals wishing to address the Commission should sign in on the sheet located on the right side of the dais. If you are not able to do so prior to the start of the meeting, you may still address the Commission. The primary purpose of the sign-in sheet is to assist staff with record keeping. Therefore, when you come up to the podium to speak, please complete the sign-in sheet if you have not already done so. 3. ADDRESSING THE COMMISSION: At the appropriate time, please step up to the podium and state your name and address for the record. All comments must be addressed to the Commission as a body and not to individuals. Any person making impertinent or slanderous remarks or who becomes boisterous while addressing the Commission shall be barred by the presiding officer from speaking further, unless permission to continue or again address the Commission is granted by a majority vote of the Commission members present. APPELLATE PROCEDURES Please be advised that if a person decides to appeal any decision made by the City Commission with respect to any matter considered at this meeting, such person will need to ensure that a verbatim record includes the testimony and evidence upon which the appeal is based. The City neither provides nor prepares such record. The City will furnish auxiliary aids and services to afford an individual with a disability an opportunity to participate in and enjoy the benefits of a service, program, or activity conducted by the City. Contact the City Manager at 243-7010, 24 hours prior to the event in order for the City to accommodate your request. Adaptive listening devices are available for meetings in the Commission Chambers. 100 N.W. 1st Avenue Delray Beach, FL 33444 Phone: (561) 243-7000 -Fax: (561) 243-3774 www.mydeiraybeach.com REGULAR MEETING AGENDA 1. ROLL CALL 2. INVOCATION 3. PLEDGE OF ALLEGIANCE TO THE FLAG 4. APPROVAL OF MINUTES: A. NONE 5. PRESENTATIONS: A. Recognizing and Commending Diane Colonna, Executive Director of Community Redevelopment Agency, for over 30 years of service in Public Administration B. Spotlight on Education -Plumosa School of the Arts and Carver Middle School 6. COMMENTS AND INQUIRIES ON AGENDA AND NON-AGENDA ITEMS FROM THE PUBLIC-IMMEDIATELY FOLLOWING PRESENTATIONS: A. City Manager's response to prior public comments and inquiries. B. From the Public. 7. AGENDA APPROVAL 8. CONSENT AGENDA: City Manager Recommends Approval A. AMENDMENT NO. 2 TO THE AGREEMENTS FOR GENERAL CONSULTING SERVICES: Approve Amendment No. 2 to Agreement for General Consulting Services with Currie Sowards Aguila Architects, David Miller and Associates and Walter Zackria and Associates (Project #12-057) to extend services for one (1) This recommendation is in compliance with Chapter 36, Section 36.02(C)(3), "Professional Services" and Section 36.07(A)(2), "Extensions". B. RENEWAL TO THE CONTRACT/ATLANTIC REFRIGERATION CORPORATION: Approve a first year renewal with Atlantic Refrigeration Corporation (Bid No. 2014-10) forty service, repairs and maintenance of air conditioner units at City buildings. This recommendation is in compliance with Chapter 36, Section 36.02(C)(3), "Professional Services", and Section 36.07(A)(3), "City Commission Approved Contracts, Renewal". C. AMENDMENT NO. 2 TO THE GENERAL ENGINEERING CONSULTING SERVICE AGREEMENTS: Approve Amendment No. 2 to the General Engineering Consulting Service Agreements (RFQ #2012-06) with Calvin Giordano & Associates, Kimley-Horn & Associates, Inc., Mathews Consulting, Inc., and Wantman Group, to extend services for one (1) year. This recommendation is in compliance with Chapter 36, Section 36.02(C)(3), "Professional Services", and Section 36.07(A)(3), "City Commission Approved Contracts, Renewal". D. AMENDMENT TO SERVICE AUTHORIZATION NO. 12-13.1/MATHEWS CONSULTING, INC./LAKE IDA DRAINAGE IMPROVEMENTS: Approve Service Authorization No. 12-13.1 with Mathews Consulting, Inc. in the amount of $14,911.00 for professional design services (RFQ #2012-06) related to water main improvements in conjunction with the Lake Ida Drainage Improvements Project (Project No. 13- 072). This Service Authorization includes design, permitting and bidding services. This recommendation for award is in compliance with Chapter 36, Section 36.02(C)(3) "Professional Services". Funding is available from account 442-5178-536-65.98 (Other Improvements/Lake Ida Area). E. ACCEPTANCE OF A RIGHT OF WAY DEED/MINDFUL MANAGEMENT: Approve acceptance of an alley right-of-way of four (4) feet along the west side of the property to the City of Delray Beach for the purposes of expanding and improving the alley for the project associated with Mindful Management located on the west side of Pineapple Grove Way (N.E. 211d Avenue) and 56 feet south of N.E. 3rd Street (280 & 290 Pineapple Grove Wad F. LEASE AGREEMENT/CREATIVE CITY COLLABORATIVE: Motion to approve a lease agreement between the City of Delray Beach and the Creative City Collaborative of Delray Beach, Inc. for the lease of approximately 10,289 square feet in the Old School Square Parking Garage. G. PROCLAMATIONS: 1. Recognizing Black History Month - February 2015 H. AWARD OF BIDS AND CONTRACTS: 1. Bid award to MBR Construction, Inc. (Bid No. 2015-06) in the amount of $320,195.36 for Fire Headquarters Public Plaza Project (P/N 2011-17). This recommendation for award is in compliance with Code of Ordinances, Chapter 36, Section 36.02(A) "Sealed Competitive Method". Funding is available from multiple accounts. 9. REGULAR AGENDA: A. WAIVER REQUEST/GARY'S RACK FAT ROOSTER: Consider approval of a waiver request to Land Development Regulations (LDR) Section 4.6.7(J)(3), "Roof Signs", for two flat wall signs to be placed above the roofline or on the parapet for Gary's Rack Fat Rooster located at 204 East Atlantic Avenue. (Quasi-Judicial Hearing) B. CONSIDER A SIDEWALK IN-LIEU FEE/ 130 S.E. 7TH AVENUE: Consider a request from the property owner of 130 SE 7th Avenue for a sidewalk deferral or the option to pay a fee in-lieu of sidewalk. (Quasi-Judicial Hearing) C. CONDITIONAL USE REQUEST/SUNFLOWER CREATIVE ARTS CHILD-CARE: Consider approval of a conditional use request to establish a child care facility, Sunflower Creative Arts Child Care within the Del-Ida Park Historic District. The project consists of the adaptive reuse of the 3,132 square foot, contributing structure from a single-family residence to a Child Care Facility, along with associated site improvements including a thirteen (13) space parking area located on the east side of the property located at 227 Dixie Boulevard. (Quasi-Judicial Hearing) D. PROPOSED AGREEMENT/GABRIEL, ROEDER, SMITH & COMPANY (GRS): Consider approval of an agreement with Gabriel Roeder Smith & Company (GRS) for actuarial consulting services that reflects the City's expected FY 2015 requirements for actuarial services in an amount not to exceed $50,000.00. Funding is available from various sources. E. SOFTWARE LICENSE AGREEMENT/SUNGARD PUBLIC SECTOR, INC.: Consider approval of a Software License Agreement with Sungard Public Sector, Inc. retroactive to October 1, 2014, for software licensing maintenance and support for Public Administration Software at a cost not to exceed $342,000.00 for a three-year term. This is in compliance with the Code of Ordinances, Chapter 36, Section 36.02(C) (6)(a), "Sole Source". F. LOAN PURCHASE AND SALE AGREEMENT/IBERIABANK: AUBURN TRACE AFFORDABLE HOUSING: Motion to Approve a "Loan Purchase and Sale Agreement" between Iberiabank and the City of Delray Beach for the purchase of the Iberiabank loan for the Auburn Trace Affordable Housing Apartments, to authorize staff to perform all necessary due diligence, including obtaining a title insurance commitment prior to acquiring the loan, and to Approve Fee Agreements with Special Counsel in connection with the pending Foreclosure and Bankruptcy proceeding. G. REQUEST FOR PROPOSALS (RFP) OF 2014-38/COLLECTION OF SOLID WASTE AND RECYCLABLE MATERIALS: Consider a motion to approve the Selection Committee's ranking of responses for (R-FP #2014-38) collection of Solid Waste and Recyclable Materials. H. NOMINATIONS FOR APPOINTMENT TO THE CODE ENFORCEMENT BOARD: Nominations for appointment of one (1) regular members to the Code Enforcement Board to serve three (3) year terms ending January 14, 2018. Based on the rotation system, the nomination for appointment will be made by Commissioner Frankel (Seat #3). I. DISCUSSION/SECOND REGULAR CITY COMMISSION MEETING IN FEBRUARY 2015: Discussion regarding the rescheduling of the February 17, 2015 Regular City Commission Meeting. (ADDENDUM) 10. PUBLIC HEARINGS: A. ORDINANCE NO. 29-14 (SECOND READING/SECOND PUBLIC HEARING): Consider a city-initiated amendment to the Land Development Regulations of the City of Delray Beach; repealing and replacing Section 4.4.13, "Central Business District (CBD)", with new zoning regulations. (THE CITY ATTORNEY HAS REQUESTED THAT THIS ITEM BE WITHDRAWN) B. ORDINANCE NO. 30-14 (SECOND READING/SECOND PUBLIC HEARING): Consider a city-initiated amendment to the Land Development Regulations of the City of Delray Beach; amending Article 4.4 "Table of Contents"; amending Section 2.2.3 (D), "Site Plan Review And Appearance Board"; amending Section 2.4.5(F), "Site And Development and Master Development Plans (MDP)"; amending Section 2.4.6(F), "Temporary Parking Lots"; amending Section 4.1.1(A), "Base Zoning Districts"; amending Section 4.3.3(I), "Community Residential Homes And Group Homes"; amending Section 4.3.3(S), "Antennas Not Located on Telecommunications Towers"; amending Section 4.3.4(J), "Height"; amending Section 4.3.4(K), "Development Standards Matrix"; repealing Section 4.4.28, "Central Business District — Railroad Corridor (,CBD-RC)"; amending Section 4.6.4(A), "Commercial Zoning Adjacent to Residential Zoning or Zoning Districts With a Thirty-Five (35) Foot Height Limitation"; amending Section 4.6.9(C)(1), `Bicycle Parking"; amending Section 4.6.9 (E)(3), "Location of Parking Spaces, In-Lieu Fee"; amending Section 4.6.9(E)(4), "Public Parking Fee"; amending Section 4.6.16(H)(4), "Foundation Landscaping Requirements"; amending Section 4.6.16(H)(5), "Special Landscape Regulations for Properties Within The Central Business District (CBD)"; amending Section 4.6.18(B), "Buildings Within The Downtown Area"; amending Section 6.3.3(F), "Regulations Governing The Use, Design, and Maintenance of A Sidewalk Cafe"; and amending Appendix A, "Definitions". (THE CITY ATTORNEY HAS REQUESTED THAT THIS ITEM BE WITHDRAWN) C. ORDINANCE NO. 31-14 (SECOND READING/SECOND PUBLIC HEARING): City- initiated rezoning of properties zoned CBD-RC (Central Business District- Railroad Corridor) to CBD (Central Business District) for two areas, with the north area generally located between N.E. 4th Street and N.E. 211d Street and extending from the north-south alleyway west of N.E. 3rd Avenue to the east of the FEC Railway; and, the south area generally located between S.E. 211d Street and S.E. 7th Street, east of and west of the FEC Railway. (THE CITY ATTORNEY HAS REQUESTED THAT THIS ITEM BE WITHDRAWN) D. ORDINANCE NO. 01-15 (SECOND READING): Consider an amendment to Chapter 132, "Offenses Against Public Peace and Safety", of the Code of Ordinances by creating Section 132.11, "Electronic Cigarettes (E-cigarettes)", limiting the locations where e-cigarettes can be used; providing findings in support of the adoption of the ordinance. 11. FIRST READINGS: A. NONE 12. COMMENTS AND INQUIRIES ON NON-AGENDA ITEMS: A. City Manager B. City Attorney C. City Commission WHEREAS, Diane Colonna has served in the field of Public Administration for over 30 years working for various local government entities;and WHEREAS, Ms. Colonna moved to Delray Beach in 1987 and was hired by the City in 1992 as Principal Planner,and was later promoted to the position of Planning and Zoning Director, overseeing the City's long and short range planning and development functions;and WHEREAS, in July of 2000 Ms. Colonna was temporarily assigned to manage the Delray Beach Community Redevelopment Agency while the agency searched for a new Executive Director, accepting the permanent position herself when it was offered by the CRA board;and WHEREAS, the CRA is a special district of the City of Delray Beach that works in collaboration with residents, property owners, businesses, and other community organizations to foster redevelopment within the 2000-acre CRA district.The CRA's priorities include public safety, beautification and infrastructure improvements, economic development, affordable housing, downtown marketing,and historic preservation;and WHEREAS,under Ms. Colonna's leadership and guidance, the Delray Beach CRA created and implemented a number of innovative programs and projects such as: Economic Development Incentives & Grants, the Downtown Clean & Safe Unit, the Curb Appeal Program, A-GUIDE Non-Profit Funding Program, Arts-Based and Sports/Recreation-Based Economic Development Initiatives, the Downtown Trolley, the West Settlers Historic Grant program, and Affordable Housing programs including the Delray Beach Community Land Trust;and WHEREAS, under Ms. Colonna's leadership and guidance, the Delray Beach Community Redevelopment Agency in partnership with the City implemented numerous infrastructure projects such as the Gateway Feature, the Libby Wesley Plaza, the Old School Square parking garage and park, and numerous street beautification projects including the Federal Highway pairs, Martin Luther Ding,Jr.Drive,West Atlantic Avenue,SW 2nd Street and more;and WHEREAS,under Ms. Colonna's leadership the Delray Beach Community Redevelopment Agency has received many prestigious awards and has been recognized as a leader in community planning and revitalization. NOW,THEREFORE,I,CARY D. GLICKSTEIN,Mayor of the City of Delray Beach, Florida, on behalf of the City Commission and the citizens of Delray Beach, do hereby extend our heartfelt thanks and appreciation to: DIANE COLD NNA for her outstanding contributions to improving and revitalizing conditions within the Delray Beach Community Redevelopment Area, and enhancing the quality of life for the City of Delray Beach's residents, nonprofit organizations and business community, and wish her well in her future endeavors. CARY D. GLICKSTEIN MAYOR w MEMORANDUM W TO: Mayor and City Commissioners FROM: Community Improvement THROUGH: Donald B. Cooper, City Manager DATE: January 6, 2015 SUBJECT: AGENDA ITEM 5.B.-REGULAR COMMISSION MEETING OF JANUARY 20,2015 SPOTLIGHT ON EDUCATION PRESENTATION DISCUSSION Cathy Reynolds, Principal of Plumosa School of the Arts, and Kiwana Prophete, Principal of Carver Middle School will be present to discuss their school's goals and accomplishments. w MEMORANDUM W TO: Mayor and City Commissioners FROM: Randal Krejcarek, P.E., Director of Environmental Services Department Bob Diaz, Construction Manager Rafael Ballestero, Deputy Director of Construction THROUGH: Donald B. Cooper, City Manager DATE: December 9, 2014 SUBJECT: AGENDA ITEM 8.A.-REGULAR COMMISSION MEETING OF JANUARY 20,2015 AMENDMENT NO.2 TO THE AGREEMENT FOR GENERAL CONSULTING SERVICES BACKGROUND Consider approval of Amendment No. 2 to the Agreements for General Consulting Services with Currie Sowards Aguila Architects, David Miller and Associates and Walter Zackria and Associates (Project #12-057). This recommendation is in compliance with Chapter 36, Section 36.02(C)(3), "Professional Services" and Section 36.07(A)(2), "Extensions". In February 2012, Currie Sowards Aguila Architects, David Miller and Associates and Walter Zackria and Associates were awarded two year agreements for architectural consulting services. The process utilized in awarding these continuing agreements was in compliance with Title 19, Chapter 287, Section 287.055 of the Florida Statute, a/k/a Consultants Competitive Negotiation Act (CCNA), for acquisition of professional architectural, engineering, landscape architectural or surveying and mapping services. The original agreement is for two years and the City reserved the right to renew each agreement for one additional year in each of the three years after the initial two years. The total agreement will not exceed five years, which is in concert with the five year Capital Improvement Program (CIP) that was included in the original Request for Qualifications (RFQ). Under CCNA, the City chose consultants based on qualifications and not hourly rates. Only after consultants were ranked based on qualifications and approved by City Commission did staff solicit hourly rates. Hourly rates set forth in the original agreement (Exhibit B) did not allow adjustment of said rates for the initial two year agreement period. Per Section VIL2.a, Attachment B to each agreement is the revised wage rate schedule. Also attached is a comparison between the 2012 and 2015 wage rates. DISCUSSION This is a request for City Commission to consider approval of Amendment No. 2 to the Agreement for General Consulting Services with Currie Sowards Aguila Architects, David Miller and Associates and Walter Zackria and Associates, PLLC. (Project#12-057). TIMING OF THE REQUEST This is a time sensitive item; the agreements will commence to expire in February and March of 2015. RECOMMENDATION By motion, City Commission approves Amendment No. 2 to the Agreement for General Consulting Service with Currie Sowards Aguila Architects, David Miller and Associates and Walter Zackria and Associates (Project#12-057). AMENDMENT NO. 2 TO AGREEMENT FOR GENERAL CONSULTING SERVICES THIS AMENDMENT NO. 2 to the Agreement dated February 22, 2012 is made this day of , 2014, by and between the CITY OF DELRAY BEACH, FLORIDA (the "City") and CURRIE SOWARDS AGUILA ARCHITECTS (the "Consultant"). WITNESSETH: WHEREAS, the parties desire to exercise their right to renew the Agreement entered into February 22, 2012 for one year, pursuant to Section VI "Agreement Period," which will extend the contract until February 22, 2016. WHEREAS, the parties desire to further amend the Agreement in order to modify the salary and billing rates for the extension. WHEREAS, the parties desire to amend the Agreement to comport with the recent changes in state law pertaining to public records and to reference the Palm Beach County Inspector General's authority to review contracts. NOW, THEREFORE, based on the promises and covenants herein contained, the parties agree as follows: 1 . The recitations referred to above are hereby incorporated herein. 2. The parties desire to repeal Exhibit "B" "Salary and Billing Rates for Currie Sowards Aguila Architects, Revised 2/412014 " that was attached to the Agreement dated February 22, 2012 and replace it with the new "Exhibit B" as attached to this Amendment No. 2. 3. The parties desire to amend the agreement to add Paragraph X "Inspector General" and Paragraph Y "Public Records" to comport with recent changes to county and state law: X. Inspector General: Consultant is aware that the Inspector General of Palm Beach County has the authority to investigate and audit matters relating to the negotiation and performance of this contract, and may demand and obtain records and testimony from Consultant and its subcontractors and lower tier subcontractors. Consultant understands and agrees that in addition to all other remedies and consequences provided by law, the failure of Consultant or its subcontractor or lower tier subcontractors to fully cooperate with the Inspector General when requested may be deemed by the City to be a material breach of this Agreement justifying its termination. Y. Public Records: Consultant shall comply with all public records laws in accordance with Chapter 119, Fla. Stat. In accordance with state law, Consultant agrees to: a) Keep and maintain all records that ordinarily and necessarily would be required by the City. b) Provide the public with access to public records on the same terms and conditions that the City would provide for the records and at a cost that does not exceed the costs provided in Chapter 119, Fla. Stat. or as otherwise provided by law. c) Ensure that public records that are exempt or confidential and exempt from public records disclosure are not disclosed except as authorized by law. d) Meet all requirements for retaining public records and transfer, at no cost to the City all records in possession of the Consultant at the termination of the contract and destroy any public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the City in a format that is compatible with the information technology systems of the City. All records shall be transferred to the City prior to final payment t being made to the Consultant. e) If Consultant does not comply with this section, the City shall enforce the contract provisions in accordance with the contract and may unilaterally cancel this contract in accordance with state law. 2 4. All other terms and conditions of the Agreement of February 22, 2012 not in conflict with this Amendment No. 2 shall remain in full force and effect and are incorporated herein. IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 2 the day and year first above written. ATTEST: CITY OF DELRAY BEACH, FLORIDA By: By: City Clerk Mayor Approved as to legal sufficiency and form: By: City Attorney WITNESSES, y CURRIE SOVVARDS AGUILA ARCHITECTS By: Print Name: Print Name: t�4oet n ��z STATE OF FLORIDA COUNTY OF PALM BEACH The foregoing instrument was acknowledged before me this IS day of tyF-wi bE , 2014, by t4. A6141 , He/She is personally known to me or has produced (type of identification) as identification. E-- :HITLEY J. mission#EE 032097 otary ublic— to of Florida res November 20,2014 Thru Troy Fain Insurance 809-385.7919 1 3 tiCURRIE Robert G. Currie, FAIR S O WA R D S Jess M. Sowards,AIA, LEED AP AG U I LA Jose N.Aguila,AIA, LEED AP architects EXHIBIT "B" FOR ARCHITECTURAL HOURLY SERVICES CALENDAR YEAR 2015 CURRIE SOWARDS AGUILA ARCHITECTS HOURLY HOURLY RAW RAW SALARY SALARY RATE RATES TIMES 3.00 MULTIPLIER EMPLOYEE CATEGORY PROFESSIONALS: Principal Architect $58.33 $175.00/hr Project Architect $50.00 $150.00/hr Project Manager $41.66 $125.00/hr TECHNICIANS: CADD Technician 1 $28.33 $85.00/hr CADD Technician II $21.66 $65.00/hr OFFICE SUPPORT: Clerical $15.00 $45.00/hr Other consulting services available upon request. Rev. February 4, 2014 Architecture, Planning, Interiors, Sustainable Design 185 NE4th Avenue,Suite 101,Delray Beach,FL 33483 T561-276-4951 F561-243-8184 www.csa-architects.com A426001584 AMENDMENT NO. 2 TO AGREEMENT FOR GENERAL CONSULTING SERVICES THIS AMENDMENT NO. 2 to the Agreement dated March 22, 2012 is made this day of , 2014, by and between the CITY OF DELRAY BEACH, FLORIDA (the "City") and DAVID MILLER and ASSOCIATES, P.A. (the "Consultant"). WITNESSETH: WHEREAS, the parties desire to exercise their right to renew the Agreement entered into March 22, 2012 for one year, pursuant to Section VI "Agreement Period," which will extend the contract until March 22, 2016. WHEREAS, the parties desire to further amend the Agreement in order to modify the salary and billing rates for the extension. WHEREAS, the parties desire to amend the Agreement to comport with the recent changes in state law pertaining to public records and to reference the Palm Beach County Inspector General's authority to review contracts. NOW, THEREFORE, based on the promises and covenants herein contained, the parties agree as follows: 1. The recitations referred to above are hereby incorporated herein. 2. The parties desire to repeal Exhibit "B" "Salary and Billing Rates for David Miller and Associates, Inc., Revised A-Z-)5-M " that was attached to the Agreement dated March 22, 2012 and replace it with the new "Exhibit B" as attached to this Amendment No. 2. 3. The parties desire to amend the agreement to add Paragraph X "Inspector General" and Paragraph Y "Public Records" to comport with recent changes to county and state law: X. Inspector General: Consultant is aware that the Inspector General of Palm Beach County has the authority to investigate and audit matters relating to the negotiation and performance of this contract and may demand and obtain records and testimony from Consultant and its subcontractors and lower tier subcontractors. Consultant understands and agrees that in addition to all other remedies and consequences provided by law, the failure of Consultant or its subcontractor or lower tier subcontractors to fully cooperate with the Inspector General when requested may be deemed by the City to be a material breach of this Agreement justifying its termination. Y. Public Records: Consultant shall comply with all public records laws in accordance with Chapter 119 Fla Stat In accordance with state law, Consultant agrees to: a) Keep and maintain all records that ordinarily and necessarily would be required by the City. b) Provide the public with access to public records on the same terms and conditions that the City would provide for the records and at a cost that does not exceed the costs provided in Chapter 119 Fla Stat. or as otherwise provided by law. c) Ensure that public records that are exempt or confidential and exempt from public records disclosure are not disclosed except as authorized by law. d) Meet all requirements for retaining public records and transfer, at no cost, to the City all records in possession of the Consultant at the termination of the contract and destroy any public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the City in a format that is compatible with the information technology systems of the City. All records shall be transferred to the City prior to final payment t being made to the Consultant. e If Consultant does not comply with this section the Cit y shall enforce the contract provisions in accordance with the contract and may unilaterally cancel this contract in accordance with state law. 2 4. All other terms and conditions of the Agreement of March 22, 2012 not in conflict with this Amendment No. 2 shall remain in full force and effect and are incorporated herein. IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 2 the day and year first above written. ATTEST: CITY OF DELRAY BEACH, FLORIDA By: By: City Clerk Mayor Approved as to legal sufficiency and form: By: City Attorney WITNES EE DMqP IVIILLER�A711SID,ASSOCIATES, P.A. By PrintNwm r c' Print Name: STATE OF FLORIDA COUNTY OF PALM BEACH The foregoing instrument was acknowledged before me this 2.5 day of t,� , 2014, by 12AVIV tZ. t t LL- , He/She is personally known to me or has produced (type of identification) as identification. se — A a mile, pv,,® JESSICA ROLLINGS Nolafy Public-SIM 01 FlofWa Nota Public– Stat6 of Florida filly Comm.Expit®s Jul 19.2016 Commission #FF 133644 °®niwieN'' _6mW ftough National Assn. 3 Exhibit B Professionals Hourly Raw Hourly Raw Salary Rates Salary Rates Times 3.00 Multiplier Architect Principal $60.20 $ 180.00 Project Manager $50.22 $ 150.00 Architect 1 $39.90 $ 120.00 Architect II $34.13 $ 102.00 Interior Design $29.75 $ 89.00 CADD Operator $26.07 $ 78.00 Clerical $ 13.47 $ 40.00 Engineers-Structural (#1) Principal N/A $ 180.00 Project Manager NIA $ 145.00 Project Engineer N/A $ 96.00 CAD Operator N/A $ 72.00 Engineers-Structural (#2) Principal N/A $ 120.00 Project Manager N/A $ 107.00 Designer NIA $ 96.00 Draftsman N/A $ 72.00 Engineers-MEP (#1) Principal N/A $ 180.00 Project Engineer N/A $ 107.00 CAD Drafting N/A $ 83.00 Clerical N/A $ 53.50 Engineers-MEP(#2) Principal N/A $ 113.00 Engineer N/A $ 113.00 Designer N/A $ 59.00 CADD Operators N/A $ 59.00 Clerical NIA $ 29.00 Landscape Architects Principal N/A $ 150.00 Senior Landscape Architect N/A $ 120.00 Computer& Professional N/A $ 102.00 Drafting/Support Staff N/A $ 72.00 AMENDMENT NO. 2 TO AGREEMENT FOR GENERAL CONSULTING SERVICES THIS AMENDMENT NO. 2 to the Agreement dated March 1, 2012 is made this day of , 2014, by and between the CITY OF DELRAY BEACH, FLORIDA (the "City") and WALTERS ZACKRIA ASSOCIATES, PLLC (the "Consultant"). WITNESSETH: WHEREAS, the parties desire to exercise their right to renew the Agreement entered into March 1, 2012 for one year, pursuant to Section VI "Agreement Period," which will extend the contract until March 1, 2016. WHEREAS, the parties desire to further amend the Agreement in order to modify the salary and billing rates for the extension. WHEREAS, the parties desire to amend the Agreement to comport with the recent changes in state law pertaining to public records and to reference the Palm Beach County Inspector General's authority to review contracts. NOW, THEREFORE, based on the promises and covenants herein contained, the parties agree as follows: 1. The recitations referred to above are hereby incorporated herein. 2. The parties desire to repeal xhibit "B" "Salary and Billing Rates for Walter Zackria Associates, PLLC, Revised I i " that was attached to the Agreement l dated March 1, 2012 and replace it with the new "Exhibit B" as attached to this Amendment No. 2. 3. The parties desire to amend the agreement to add Paragraph X "Inspector General" and Paragraph Y "Public Records" to comport with recent changes to county and state law: X. Inspector General: Consultant is aware that the Inspector General of Palm Beach County has the authority to investigate and audit matters relating to the negotiation and performance of this contract, and may demand and obtain records and testimony from Consultant and its subcontractors and lower tier subcontractors. Consultant understands and agrees that in addition to all other remedies and consequences provided by law, the failure of Consultant or its subcontractor or lower tier subcontractors to fully cooperate with the Inspector General when requested may be deemed by the City to be a material breach of this Agreement justifying its termination. Y. Public Records: Consultant shall comply with all public records laws in accordance with Chapter 119, Fla. Stat. In accordance with state law, Consultant agrees to: a) Keep and maintain all records that ordinarily and necessarily would be required by the City. b) Provide the public with access to public records on the same terms and conditions that the City would provide for the records and at a cost that does not exceed the,costs provided in Chapter 119, Fla. Stat. or as otherwise provided b law. c) Ensure that public records that are exempt or confidential and exempt from public records disclosure are not disclosed except as authorized by law. d) Meet all requirements for retaining public records and transfer, at no cost to the City all records in possession of the Consultant at the termination of the contract and destroy any public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the City in a format that is compatible with the information technology systems of the City. All records shall be transferred to the City prior to final payment t being made to the Consultant. e) If Consultant does not comply with this section, the City shall enforce the contract provisions in accordance with the contract and may unilaterally cancel this contract in accordance with state law. 2 4. All other terms and conditions of the Agreement of March 1, 2012 not in conflict with this Amendment No. 2 shall remain in full force and effect and are incorporated herein. IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 2 the day and year first above written. ATTEST: CITY OF DELRAY BEACH, FLORIDA By: By: City Clerk Mayor Approved as to legal sufficiency and form: By: City Attorney WITNESSES,: WALTERS ZACKRIA ASSOCIATES, PLLC c , By: � r: rent [dame a Print Name: STATE OF FLORIDA COUNTY OF PALM-SEACH The foregoing instrument was acknowledged before me this , day of f` 2014 by a = '�"�.� � He/She is personally known to me or has produced (type of identification) as identification. -- —�. da ° O,p,FiY P"k, JOSEPHINE 1ACHICA .,�.r. :�'�� '41 �,w�' :,:` �.'%��;:.�:•.. * MY COMMISSION#EE 200916 EXPIRES:July 7,2016 Notary u c– State of Florida �'9rFC,F`oP°P Bonded ThruBu�',get Notary Ser;ic`:s 3 RFQ NO.2012-05 RFQ NAME: ARCHITECTURAL CONSULTING SERVICES WALTERS ZACKRIA ASSOCIATES, PLLC SALARY COSTS FRINGE OVERHEAD PROFIT RAW AT AT AT SALARY 67.41% 110.00% 10.00% HOURLY TITLE ($.HR) ($/HR) ($IHR) ($/HR) RATE Principal Architect $ 61.11 $ 41.19 $ 67.22 $ 16.95 $ 186.48 (Registered) Professional Engineer $ 52.50 $ 35.39 $ 57.75 $ 14.56 $ 160.20 (Registered) Project Manager $ 44.10 $ 29.73 $ 48.51 $ 12.23 $ 134.57 Assistant Project Manager/Site Inspector $ 36.75 $ 24.77 $ 40.43 $ 10.19 $ 112.14 Cad Operator Level 1 $ 29.40 $ 19.82 $ 32.34 $ 8.16 $ 89.71 Cad Operator Level 2/ Intern $ 23.10 $ 15,57 $ 25.41 $ 6.41 $ 70.49 Administrative $ 29.40 $ 19.82 $ 32.34 $ 8.16 $ 89.71 FRINGE ($/HR)=RAW SALARY X FRINGE 67.41% OVERHEAD($/HR)=RAW SALARY X OVERHEAD 110:00% PROFIT ($/HR)=(RAW SALARY+FRINGE+OVERHEAD)X PROFF 10.00% ABOVE COMPUTATIONS RESULT IN AN OVERALL MULTIPLIER OF 3.0 Walters +• Zackria Associates 32'Sout heast Ist street Fort Lauderdale Flo*ida 33301 Architecture o Engineering+Planning PIS:q54-5224123 Fax 954-522-451.'x.8 Waiters_ZaekriaoBeilsouth.ne: AMENDMENT NO. 1 TO AGREEMENT FOR GENERAL CONSULTING SERVICES T IS AMENDMENT NO. I to the Agreement dated February 22, 2012 is made this day of 2014, by and between the CITY OF DELRAY BEACH, FLORIDA (the "City") and CURRIE SOWARDS AGUILA ARCHITECTS (the "Consultant"). WITNESSETH: WHEREAS, the parties desire to exercise their right to renew the Agreement entered into February 22, 2012 for one year, pursuant to Section VI "Agreement Period," which will extend the contract until February 22, 2015. WHEREAS, the parties desire to further amend the Agreement in order to modify the salary and billing rates for the extension. WHEREAS, the parties desire to amend the Agreement to comport with the recent changes in state law pertaining to public records and to reference the Palm Beach County Inspector General's authority to review contracts. NOW, THEREFORE, based on the promises and covenants herein contained, the parties agree as follows: 1. The recitations referred to above are hereby incorporated herein. 2. The parties desire to repeal Exhibit "B" "Salary and Billing Rates for Currie Sowards Aguila Architects, Revised ' °- that was attached to the Agreement dated February 22, 2012 and replace it with the new "Exhibit B" as attached to this Amendment No. 1. 3. The parties desire to amend the agreement to add Paragraph X "Inspector General" and Paragraph Y "Public Records" to comport with recent changes to county and state law: X. Inspector General: Consultant is aware that the Inspector General of Palm Beach County has the authority to investigate and audit matters relating to the negotiation and „ performance of this contract, and may demand and obtain records and testimony from Consultant and its subcontractors and lower tier subcontractors. Consultant understands and agrees that in addition to all other remedies and consequences Provided by law, the failure of Consultant or its subcontractor or lower tier subcontractors to fully cooperate with the Inspector General when q ty be a ma re nested may be deemed by the Ci to, ., material breach of this ,,Agreement 0ustifying its termination. Y. Public Records: Consultant shall comply with all public records laws in accordance with Chapter 119, Fla. St_at. In accordance with state law, Consultant agrees to: a) Keep and maintain all records that ordinarily and necessarily would_ be required by the City. b Provide the public with access to public records on the same terms and conditions that the City would provide for the records and at a cost that does not exceed the costs provided in Chapter 119, Fla. Stat. or as otherwise provided by law. c)- Ensure that public records that are exempt or confidential and exempt from public records disclosure are not disclosed except as authorized bV law. d) Meet all requirements for retaining public records and transfer,, at no cost to the City all records in possession of the Consultant at the termination of the contract and destroy any public records that are exempt or confidential and exempt from public records requirements. All records stored electronically must be provided to the City in a format that is compatible, with the information technology systems ofthe City. All records shall be transferred to the City prior to-final payment t being ma . de to the Consultant. e If Consultant does not complV with this section the City shall enforce the contract provisions in accordance with the contract and may unilaterally cancel this contract in accordance with state law. 2 4. All other terms and conditions of the Agreement of February 22, 2012 not in conflict with this Amendment No. 1 shall remain in full force and effect and are incorporated herein. IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 the day and year first above written. ATTEST, CITY OF D Y BEACH, FLORIDA By: -- By: City Clerk a Gary D. Glickstein Approved as to legal sufficiency and form: By- " i $ ity Attorney ' F WITNESSES: CURRIES1, 0WARDS AGUILA ARCHITECTS Pom 2: rid °a v '" p,: By: `' r" Name: "4- " STATE OF FLORIDA GOUNTY OF PALM BEACH z The foregoing instrument was acknowledged before me this da Y of V ., 14-",) 2014, by �,�, , He/She is per` pally known to me or has produced (type of identification) as identification. } 9 e T R I Not ry P — :.; Commission 032097 Expires November 20,2014 •y'"p, '0 Banded Thru Troy Fain#numnoeBW385�T019 3 CURRIE SOWARDS AGUILA architects EXHIBIT "B" FOR ARCHITECTURAL HOURLY SERVICES CALENDAR YEAR 2014 Hourly Hourly Raw Raw Salary Salary Rate Rates Times 3.00 Multiplier ARCHITECTURE: Principal $58.33 $175.00 Project Architect $50.00 $150.00 Project Manager $41.66 $125.00 TECHNICIANS: Cadd Tech 1 $28.33 $85.00 Cadd Tect 11 $21.66 $65.00 OFFICE SUPPORT: Office Support Staff $15,00 $45.00 Rev.February 4,2014 Architecture, Planning, Interiors,Sustainable Design 185 NF 4th Avenue,Suite 101,Delray Beach,FL 33483 T561-276-4951 F561-243-8184 www.csa-architects.com .aaa OM4 City of Delray Beach General Architectural Consulting Services AGREEMENT FOR GENERAL CONSULTING SERVICES THIS AGREEMENT, made and entered into thisw ay of , 20 , by and between the CITY of Delray Beach, Florida, hereinafter referred to as "CITY", and urrie Sowards Aquila Architects, Inc., hereinafter referred to as "CONSULTANT". WITNESSETH: WHEREAS, the CITY has provided notice of the desired professional services and carried out the proper selection process pursuant to and in accordance with the Consultant's Competitive Negotiation Act; and, WHEREAS, the CITY represents that it is a Florida municipal corporation with the authority to engage the CONSULTANT and accept the obligation for payment for the services desired; and, WHEREAS, the CITY desires to engage the CONSULTANT to perform certain professional services pertinent to such work in accordance with this AGREEMENT and with SERVICE AUTHORIZATIONS to be issued at the time of or subsequent to execution of this AGREEMENT; and WHEREAS, this AGREEMENT does not entitle the CONSULTANT to any fees for any particular project without first receiving a Service Authorization; and WHEREAS, the CONSULTANT desires to provide such professional services in accordance with this AGREEMENT and SERVICE AUTHORIZATIONS. NOW, THEREFORE, in consideration of the premises and the mutual benefits which will accrue to the parties hereto in carrying out the terms of this AGREEMENT, it is mutually understood and agreed as follows: 1. DEFINITIONS; GENERAL CONDITIONS A. THE SCOPE OF WORK is to be implemented in phases as set forth by this Agreement and by SERVICE AUTHORIZATIONS, which are attached hereto and made a part hereof, and as also may be added as approved by the City from time to time. B. A SERVICE AUTHORIZATION is a form to be used to authorize work, projects, and services. The form shall be executed by the CITY'S and CONSULTANT'S representatives. A CITY purchase order number shall be identified on the form. The purchase order authorization is established in the CITY Code of Ordinances with provisions for expenditure levels of approval authorizations. A sample form of the service authorization is attached as Exhibit "A" to this AGREEMENT. The projects, work, and services to be performed by the CONSULTANT, and time for completion of the particular phase of the work by CONSULTANT, shall be authorized by a SERVICE AUTHORIZATION. The SERVICE AUTHORIZATION shall include the scope of work to be performed; the budget cost, complete with an itemization of man-hours, wage rates, reimbursable expenses, and other related costs; schedule for completion and name of project manager. The SERVICE AUTHORIZATION shall be signed by the CITY and the CONSULTANT'S authorized representative. A CITY purchase order shall be issued with Page 1 of 30 City of Delray Beach General Architectural Consulting Services authorization identifying funds and amount of expenditures. The terms of this AGREEMENT supersede the terms stated on the purchase order. C. PHASES: A phased approach may be utilized. The City and the Consultant shall have the right to negotiate the terms of each phase as contained within each service authorization, and to reject any service authorization, if the parties cannot agree to the terms of the service authorization. In the event the parties cannot agree, the city may select the next ranked proposer or go out for additional proposals in order to complete the subsequent phase(s) of the project. This phased approach shall not waive the City's right to terminate the Consultant's contract during any phase of the project. II. GENERAL DUTIES OF CONSULTANT A. The relationship of the CONSULTANT to the CITY will be that of a professional CONSULTANT, and the CONSULTANT will provide the professional and technical services required under this AGREEMENT in accordance with acceptable professional practices and ethical standards. No employer/employee relationships shall be deemed to be established and the CONSULTANT, its agents, subcontractors, and employees shall be independent contractors at all times. S. Professional and Technical Services. It shall be the responsibility of the CONSULTANT to work with the CITY and apprise it of solutions to problems and the approach or technique to be used towards accomplishment of the CITY'S objectives as set forth in SERVICE AUTHORIZATIONS which will be made a part of this AGREEMENT upon execution by both parties. C. The scope of services to be provided shall be covered in detail in SERVICE AUTHORIZATIONS. D. The City has established a budget for each project awarded to CONSULTANT. The CONSULTANT shall be responsible for providing, at no additional cost to the City, new designs, drawings, specifications, reports and other applicable services if the budget for the entire project is exceeded during and up to completion of the design phase of the project; however, nothing contained herein shall require the CONSULTANT to bear additional costs if the additional costs are a result of a change in the scope of services directed by the City. E. The CONSULTANT shall be responsible for the professional quality, technical accuracy, timely completion, compliance with regulations and rules, and the coordination with all appropriate agencies of all designs, drawings, specifications, reports and other services furnished by the CONSULTANT under this AGREEMENT. If the CITY determines there are any errors, omissions or other deficiencies in the CONSULTANT'S designs, drawings, specifications, reports and other services, the CONSULTANT shall, without additional compensation, correct or revise said errors or omissions to the satisfaction of the CITY. F. Approval by the CITY of drawings, designs, specifications, reports and incidental professional services or materials furnished hereunder shall not in any way relieve the CONSULTANT of responsibility for the technical adequacy of its work. The CITY'S review, approval or acceptance of, or payment for, any of the services shall not be construed to operate as a waiver of any rights Page 2 of 30 City of Delray Beach General Architectural Consulting Services under this AGREEMENT or of any cause of action arising out of the performance of this AGREEMENT. G. The CONSULTANT and its subconsultants shall have no responsibility for the discovery, presence, handling or removal or disposal of or exposure of persons to hazardous materials in any form existing prior to construction at the project site,including but not limited to asbestos, asbestos products, polychlorinated biphenyl (PCB) or any other toxic substances. H. The CONSULTANT designates Jose N. Aquila, AIA, LEED AP, as its representative to act as liaison with the CITY. The representative shall manage and coordinate CITY projects and is hereby authorized to act on behalf of the CONSULTANT to negotiate and approve SERVICE AUTHORIZATIONS and act on any other related matter with respect to performance of services for the CITY in accordance with the AGREEMENT. Any change to name another person shall be requested in writing to the CITY, and shall be approved by the City. 1. CONSULTANT shall attend all meetings, as specified or as defined in each SERVICE AUTHORIZATION of the City Commission or any City approval Board, where the project is discussed, unless the City's representative declares such attendance and participation is not necessary. In addition, the CONSULTANT shall attend all additional meetings as may be required to facilitate the project. III. DUTIES OF CONSULTANT: The following Duties of CONSULTANT are separated into phases of the project, which if approved via SERVICE AUTHORIZATIONS shall be performed by the CONSULTANT. The City may require SERVICE AUTHORIZATIONS, which contain additional requirements applicable to the project. The City must authorize through service authorizations, the commencement of each phase of the work. A. Phase I—Study and Report Phase. If the Study and Report Phase is authorized, the following requirements shall apply. 1. The CONSULTANT shall consult with the CITY to clarify and define the CITY'S requirements for the Project and review available data. 2. The CONSULTANT shall advise the CITY as to the necessity of the CITY'S providing or obtaining from others, data or services. 3. The CONSULTANT shall identify and analyze permit and approval requirements of all governmental authorities having jurisdiction to approve either the design of the Project and participate in consultations with such authorities. 4. The CONSULTANT shall provide analyses of the CITY'S needs, planning surveys, site evaluations and comparative studies of prospective sites and solutions. 5. The CONSULTANT shall provide a general economic analysis of Owner's requirements applicable to various alternatives. Page 3 of 30 City of Delray Beach General Architectural Consulting Services 6. The CONSULTANT shall prepare a Report containing schematic layouts, sketches and conceptual design criteria with appropriate exhibits to indicate clearly the consideration: involved (including applicable requirements of governmental authorities having jurisdiction as aforesaid) and the alternative solutions available to the CITY and setting forth CONSULTANT'S findings and recommendations. This Report will be accompanied by CONSULTANT'S pre-design estimate of probable costs for the Project, including, but not limited to the following, which will be separately itemized: Construction Cost, allowance for engineering costs and contingencies allowances for such other items, such as charges of all other professionals and consultants, for the cost of land and rights-of-way, for compensation for or damages to properties, and for permit, review and/or approval fees by other governmental agencies, if required. The CONSULTANT shall also provide a preliminary evaluation of the City's Project Schedule. The City's Project Schedule and probable construction costs shall be evaluated and updated throughout subsequent phases of the work. 7. The CONSULTANT shall fii -iish the number of copies of the Study and Report documents as provided in the SERVICE AUTHORIZATION and review them with the CITY. B. Phase II—Preliminary Design Phase. If the Preliminary Design Phase is authorized,the following requirements will apply: 1. The CONSULTANT, in consultation with the CITY shall determine the general scope, extent and character of the Project. 2. Prepare Preliminary Design documents consisting of final design criteria, preliminary, drawings, outline specifications and written descriptions of the Project. 3. Advise the CITY if additional data or services are necessary and assist the CITY in obtaining such data and services. 4. Furnish the specified number of copies of the above Preliminary Design documents as contained within the SERVICE AUTHORIZATION and present and review them with the CITY. 5. The CONSULTANT shall submit to the CITY a preliminary estimate of construction costs based on current area, volume or other unit costs, which shall be updated throughout the design development phase. 6. The CONSULTANT shall prepare a development schedule, which shall include, but shall not be limited to, the review and approval times by all governmental agencies as may be required. 7. The CONSULTANT shall make available all design calculations and associated Data, and participate in meetings in which Value Engineering Analysis of the project takes place, at such times and places as shall be determined by the CITY. C. Phase 111. Final Design Phase. If the Final Design Phase is authorized, the following requirements shall apply: Page 4 of 30 City of Delray Beach General Architectural Consulting Services 1. The CONSULTANT shall prepare construction documents which shall include but not be limited to drawings and technical specifications, general and supplementary conditions, bid forms, invitations to bid, instructions to bidders, with technical criteria, descriptions and design data necessary for permitting by governmental authorities, and shall include any further adjustments in the scope or quality of the project or in the construction budget authorized by the.City . . .. ....... .... .... ....... . . 2. The CONSULTANT shall, in the preparation of construction documents, technical criteria, written descriptions and design data, take into account all currently prevailing codes and regulations governing construction in the City of Delray Beach, Florida, and shall meet the requirements of all other agencies or governmental authorities having jurisdiction over the project. 3. The CONSULTANT shall prepare a detailed opinion of probable cost in accordance with paragraph I.C, which shall be reviewed by the CITY prior to going out for bids. 4. The CONSULTANT shall provide the required documents and attend meetings as necessary, for the approval of governmental boards, agencies, or authorities having jurisdiction over the project. 5. The CONSULTANT shall use bid documents provided by the CITY including bidding forms, conditions of the contract, and form of AGREEMENT between the CITY and CONTRACTOR. b. The CONSULTANT shall prepare all documents including design and plan revisions required for the approval of governmental authorities having jurisdiction over the project. Said approvals are required prior to the public notice for the Invitation to Bid and submission of applications, therefore are the responsibility of the CONSULTANT. 7. The CONSULTANT shall provide the CITY the number of copies of contract documents as specified in the service authorization. D. Phase IV—Bidding/Negotiation Phase. If the bidding phase is authorized, the following requirements shall apply: 1. The CONSULTANT shall assist the CITY in obtaining the bids or negotiated proposals, assist in awarding and preparing contracts for construction, attend pre-bid conferences, prepare addenda, provide written recommendation of award, assist in the compilation/preparation of contract documents, and after the award assist the CITY in securing the required bonds and certificates of insurance, and in the review of the contract documents for completeness. 2. The CONSULTANT shall attend the bid opening, prepare bid tabulation sheets and assist the CITY in evaluating Bids or proposals and in assembling and awarding contracts for construction, materials, equipment and services. 3. The CONSULTANT shall issue addenda as appropriate to interpret, clarify or expand the Bidding Documents. 4. The CONSULTANT shall consult with and advise the CITY as to the acceptability of subcontractors, suppliers and other persons and organizations proposed by the prime contractor(s) (herein called CONTRACTOR(S) for those portions of the work as to which such acceptability is required by the Bidding Documents. Page 5 of 30 City of Delray Beach General Architectural Consulting Services 5. Consult with the CITY concerning and determine the acceptability of substitute materials and equipment prior to the award of contracts is allowed by the Bidding Documents. E. Phase V—Construction Phase. If Contract Administration is authorized,the following requirements shall apply: 1. The CONSULTANT shall provide administration of the contract for construction as set forth herein and as contained within the general conditions of the contract for construction. 2. The CONSULTANT shall be a representative of and shall advise and consult with the CITY during construction and until final payment to the contractor is due. The CONSULTANT shall have authority to act on behalf of the CITY only to the extent provided in this AGREEMENT and as provided in the contract for construction unless otherwise modified by written instrument. 3. The CONSULTANT shall visit the site at regular intervals appropriate to the stage of construction or as otherwise agreed to by the CITY and the CONSULTANT, in writing, to become generally familiar with the progress and quality of the work completed and shall determine in general if the work is being performed in a manner indicating that the work when completed will be in accordance with the contract documents. The CONSULTANT shall be required to make on-site observations to review the work. The CONSULTANT shall keep the CITY informed of the progress and quality of the work and shall provide certification to the CITY of satisfactory completion of all phases of the work in compliance with the plans, specifications thereto. 4. The CONSULTANT shall not have control over or charge of and shall not be responsible for construction means, methods, techniques, sequences or procedures of construction or for safety precautions and programs in connection with the work, since these are solely the CONTRACTOR'S responsibility under the contract for construction. The CONSULTANT shall make every reasonable effort to ensure that the CONTRACTOR completes the work in accordance with the current approved schedule and carries out the work in accordance with the Contract documents. 5. The CONSULTANT based on observations and evaluations of CONTRACTOR'S applications for payment shall review and certify the amounts due the CONTRACTOR. 6. The CONSULTANT'S certification for payment shall constitute a representation to the CITY, based on the CONSULTANT'S observations at the site as provided herein and on the data comprising the CONTRACTOR'S application for payment,that the work has progressed to the point indicated and that, to the best of the CONSULTANT'S knowledge, information, and belief, the quality and quantity of the work is the accordance with the contract documents. The foregoing representations are subject to an evaluation of the work for conformance with the contract documents upon substantial completion,to results of subsequent tests and inspections, to minor deviations from the contract documents, correctable prior to completion and to specific qualifications expressed by the CONSULTANT. The issuance of the certificate of payment shall further constitute a representation that the CONSULTANT has made observations to review the quality or quantity of the work. 7. The CONSULTANT shall recommend disapproval or rejection of CONTRACTOR'S work to the CITY, which does not conform to the contract documents. The CONSULTANT will have authority to require additional inspection or testing of the work in accordance with the Page 6 of 30 City of Delray Beach General Architectural Consulting Services provisions of the contract documents, whether or not work is fabricated, installed or completed. 8. The CONSULTANT shall review and approve or take other appropriate action upon CONTRACTOR'S submittals, such as shop drawings, product data, and samples for the purpose of checking for conformance with information given and the design concept expressed in the contract documents. The CONSULTANT shall evaluate and determine the acceptability of substitute materials and equipment proposed by CONTRACTORS. 9. The CONSULTANT shall prepare change orders and construction change directives with supporting documentation and data if deemed necessary bye the CONSULTANT, for the CITY'S approval and execution in accordance with the contract documents, and may authorized minor changes in the work not involving an adjustment in the contract time, which is consistent with the intent of the contract documents. 10. The CONSULTANT shall conduct inspections to determine the date or dates of substantial completion and the date of final completion, shall receive and forward to the CITY for the CITY'S review and records, written warranties and related documents required by the contract documents and assembled by the CONTRACTOR and shall issue a final certificate for payment upon compliance with the requirements of the contract documents. 11. The CONSULTANT shall interpret matters concerning performance of the CITY and CONTRACTOR under the requirements of the contract documents on written request of either the CITY or CONTRACTOR. The CONSULTANT'S response to such requests shall be made with reasonable promptness and within any time limits agreed upon. 12. Interpretations of the CONSULTANT shall be consistent with the intent of and reasonably inferable from the contract documents and shall be in writing or in the form of drawings. When making such interpretations, the CONSULTANT shall endeavor to secure faithful performance by both the CITY and the CONTRACTOR. 13. The CITY shall be the final arbiter on matters relating to aesthetics. 14. The CONSULTANT shall render written interpretations within a reasonable time on all internal disputes between the CITY and CONTRACTOR relating to the execution of the progress of the work as provided in the contract documents. 15. The CONSULTANT"S interpretations on internal disputes are not binding on the CITY and CONTRACTOR relating to the execution of the progress of the work as provided in the contract documents. 16. The CONSULTANT shall provide the number of sets of the construction documents to the CONTRACTOR as specified in the SERVICE AUTHORIZATION. 17. Upon completion of construction the CONSULTANT shall provide to the CITY, three sets of record drawings, signed and sealed, plus one set of mylars incorporating as built conditions and other data furnished by contractor(s) to CONSULTANT. 18. In company with the City, the CONSULTANT shall visit the Project to observe any apparent defects In the completed construction, assist the CITY in consultations and discussions with CONTRACTOR(S) concerning correction of such deficiencies, and make recommendations as to replacement or correction of defection work. Page 7 of 30 City of Delray Beach General Architectural Consulting Services F. Phase VI Resident Project Representative Services Phase If the Resident Project Representative Services Phase is authorized the following requirements shall apply: A. A Resident Project Representative will be assigned to assist CONSULTANT in carrying out his responsibilities to CITY at the site. Resident Project Representative is CONSULTANT'S agent at site, will act as directed by and under the supervision of CONSULTANT, and will confer with CONSULTANT regarding Resident Representative's actions. Resident Representative's dealing in matters pertaining to the on-site work shall in general be with CONSULTANT and CONTRACTOR keeping the CITY advised as necessary. Resident Project Representative's dealings with subcontractors shall only be through or with the full knowledge and approval of CONTRACTOR. Resident Project Representative shall generally communicate with the CITY with the knowledge of and under the direction of CONSULTANT. B. Resident Project Representative shall where applicable: 1. Review the progress schedule, schedule of Shop Drawing submittals and schedule of values prepared by CONTRACTOR and consult with CONSULTANT concerning its general acceptability. 2. Attend meetings with CONTRACTOR, such as prcconstruction conferences, progress meetings,job conferences and other project-related meetings, and prepare and circulate copies of minutes thereof. 3. Working principally through CONTRACTOR'S superintendent, assist CONSULTANT in serving as the City's liaison with CONTRACTOR, when CONTRACTOR'S operations affect the CITY'S on- site operations. 4. Assist in obtaining from the CITY additional details or information, when required for proper. execution of the Work. 5. Record date of receipt of Shop Drawings and samples. 6. Receive samples, which are furnished at the site by CONTRACTOR, and notify the CONSULTANT of availability of samples for examination. 7. Advise the CONSULTANT and CONTRACTOR of the commencement of any Work requiring a Shop Drawing, if the submittal has not been approved by the CONSULTANT. 8. Conduct on-site observations of the Work in progress to assist the CONSULTANT in determining if the Work is, in general, proceeding in accordance with the Contract Documents. 9. Report to the CONSULTANT whenever Residential Project Representative believes that any Work is unsatisfactory, faulty or defective or does not conform to the Contract Documents; or has been damaged, or does not meet the requirements of any inspection, test or approval required to be made. Advise the CONSULTANT of Work that Resident Project Representative believes should be uncovered for observation, or requires special testing, inspection or approval. Nothing herein shall relieve the CONTRACTOR or the CONSULTANT from the duties imposed by the contract. 10. Verify that tests, equipment and systems startups, and operating and maintenance training are conducted in the presence of appropriate personnel, and that CONTRACTOR maintains adequate records thereof; and observe, record and report to the CONSULTANT appropriate details relative to the test procedures and startups. 11. Accompany visiting inspectors representing public or other agencies having jurisdiction over tho, Project, record the results of these inspections and report to the CONSULTANT. Page 8 of 30 City of Delray Beach General Architectural Consulting Services 12. Report to CONSULTANT when clarifications and interpretations of the Contract Documents are needed and transmit to CONTRACTOR clarifications and interpretations as issued by the CONSULTANT. 13. Consider and evaluate CONTRACTOR'S suggestions for modifications in Drawings or Specifications and report with Resident Project Representative's recommendations to the CONSULTANT. Transmit to CONTRACTOR decisions as issued by the CONSULTANT. 14. Maintain at the job site orderly files for correspondence, reports of job conferences, Shop Drawings and samples, reproductions of original Contract Documents, including all Work Directive Changes, Addenda, Change Orders, Field Orders, additional Drawings issued subsequent to the execution of the Contract, CONSULTANT'S clarifications and interpretations of the Contract Documents, progress reports, and other Project related documents 15. Keep a diary or log book, recording CONTRACTOR hours on the job site, weather conditions, data relative to questions of Work Directive Changes, Change Orders or changed conditions, list of job site visitors, daily activities, decisions, observations in general, and specific observations in more detail as in the case of observing test procedures; and send copies to the CONSULTANT. 1.6. Record all names, addresses and telephone numbers of the CONTRACTOR, all subcontractors and major suppliers of material and equipment. 17. Furnish the CONSULTANT periodic reports as required of progress of the Work of the CONTRACTOR'S compliance with the progress schedule and schedule of Shop Drawing and sample submittals. 18. Consult with the CONSULTANT in advance of schedule major tests, inspections or start of important phases of the Work. 19. Draft proposed Change Orders and Work Directive Changes, obtaining backup materials from CONTRACTOR and recommend to the CONSULTANT, Change Orders, Work Directive Changes, and Field Orders. 20. Report immediately to the CONSULTANT and the CITY upon the occurrence of any accident. 21. Review applications for payment with CONTRACTOR for compliance with the established procedure for their submission and forward with recommendations to the CONSULTANT noting particularly the relationship of the payment requested to the schedule of values, Work completed and materials and equipment delivered at the site, but not incorporated in the Work. 22. During the course of the work, verify that certificates, maintenance and operation manuals and other data required to be assembled and famished by CONTRACTOR are applicable to the items actually installed and in accordance with the Contract Documents, and have this material delivered to the CONSULTANT for review and forwarding to CITY prior to final payment for the Work. 23. Before the CONSULTANT issues a Certificate of Substantial Completion, submit to CONTRACTOR a list of observed items requiring completion or correction. 24. Conduct final inspection in the company of the CONSULTANT, the CITY and the CONTRACTOR and prepare a final list of items to be completed or corrected. 25. Observe that all items on final list have been completed or corrected and make recommendations to the CONSULTANT concerning acceptance. Page 9 of 30 City of Delray'Beach General Architectural Consulting Services C. The Resident Project Representative shall not: I. Authorize any deviation from the Contract Documents or substitution of materials or equipment. 2. Exceed limitations of the CONSULTANT'S authority as set forth in the Contract Documents. 3. Undertake any of the responsibilities of CONTRACTOR, subcontractors, or CONTRACTOR'S superintendent. 4. Advise on, issue directions regarding or assume control over any aspect of the means, methods, techniques, sequences or procedures of construction unless such advice or directions are specifically required by the Contract Documents. 5. Advise on, issue directions regarding or assume control over safety precautions and programs in connection with the Work. 6. Accept Shop Drawing or sample submittals, from anyone other than CONTRACTOR. 7. Authorize the CITY to occupy the Project in whole or in part. S. Participate in specialized field or laboratory tests or inspections conducted by others except as specifically authorized by the CONSULTANT. IV. DATA AND SERVICES TO BE PROVIDED BY THE CITY The CITY shall provide the following: A. Furnish or cause to be furnished such reports, studies, instruments, documents, and othe. information as the CONSULTANT and CITY mutually deem necessary and which are under control of the CITY. B. Other data and services to be agreed upon in subsequent SERVICE AUTHORIZATIONS. C. Pay for all legal advertisements incidental to obtaining bids or proposals from contractors. D. The CITY Manager or his designee shall act as the CITY'S representative with respect to the work to be performed under this AGREEMENT. The CITY Manager or his designee shall have the authority to the extent authorized by the CITY Charter and Code of Ordinances to exercise the rights and responsibilities of the CITY provided in this contract. Said authority may include but is not limited to: transmit instructions, stop work, receive information, interpret CITY'S policies and decisions with respect to materi- als, equipment, elements, and systems pertinent to the services covered by this AGREEMENT. E. Pay all permit application filing fees. F. Provide access to CITY facilities. Page 10 of 30 City of Delray Beach General Architectural Consulting Services V. TIME OF PERFORMANCE A. The CONSULTANT will begin work promptly after issuance of a Notice to Proceed. B. The CONSULTANT'S services called for under the AGREEMENT shall be completed in accordance with the schedule contained in each SERVICE AUTHORIZATION. If the CONSULTANT'S services are unreasonably delayed by the CITY in excess of 180 days, the time of performance and compensation shall be renegotiated, provided; however, the CONSULTANT as a condition precedent to renegotiations shall notify the City within fifteen (1 S) calendar days at the end of the delay of CONSULTANT'S proposed additional costs incurred by reason of said delay. VI. AGREEMENT PERIOD The agreement shall be for two (2) years with the right to renew for three (3) one (1) year extensions. Each one year renewal will be at the City's discretion. However, the agreement shall extend until all Service Authorizations are completed. Each Service Authorization shall delineate a time for completion of the services to be rendered VIL COMPENSATION A. The CITY will compensate the CONSULTANT for the services performed on each SERVICE AUTHORIZATION in accordance with a negotiated lump sum, or a not to exceed budgeted amount based on time charges which are based upon hourly rates, plus reimbursable expenses if compensation is based on Method 11 and other related costs as are specified in the SERVICE AUTHORIZATION. 1. METHOD 1 - LUMP SUM Lump Sum Amount. Wherever possible, the scope of services for Services, Projects or Programs shall be thoroughly defined and outlined prior to its authorization. The CITY and CONSULTANT shall mutually agree to a lump sum amount for services to be rendered and a detailed scope of services. Should the CITY deers that a change in the scope of services is appropriate, then a decrease or increase in compensation shall be authorized in writing. In lump sum contracts, the CONSULTANT shall submit the estimated man-hours, wage rates and other actual unit costs supporting the compensation. The CONSULTANT shall submit a truth in negotiation certificate stating that all data supporting the compensation is accurate, complete and current at the time of contracting. Hourly rates included in the estimated man-hours shall not exceed established hourly rates as shown in Exhibit B attached hereto, plus reimbursable expenses and other related costs. Page ] 1 of 30 City of Delray Beach General Architectural Consulting Services 2. METHOD II - TIMES CHARGES/NOT TO EXCEED BUDGETED AMOUNT Computation of Time Charges/Not to Exceed Amount. When a service is to be compensated for on a time charge/not to exceed basis, the CONSULTANT will submit a not to exceed budget cost to the CITY for prior approval based on actual time charges which shall not exceed established hourly rates as shown in Exhibit B attached hereto, plus reimbursable expenses and other related costs. The CITY shall not be obligated to reimburse the CONSULTANT for costs incurred in excess of the not to exceed cost amount. a. The CITY agrees to pay the CONSULTANT compensation for services rendered based upon the established raw hourly salary rates as shown in Exhibit B for services rendered on CITY projects multiplied by an overhead factor not to exceed 3.0, which includes profit not to exceed ten percent (10%) and may be subject to audit. The Schedule of hourly rates as set forth in Exhibit B will not be adjusted during the initial two (2) year agreement. The rates in Exhibit B may be considered for adjusted after the initial two (2) year agreement; however the adjustment may not exceed more than five percent (5%) within any twelve (12) month period and will require written agreement of both parties. A newly revised Exhibit B must be submitted for approval. b. In addition, the CITY shall pay for reimbursable expenses invoiced at the actual cost of expenditures incurred by the CONSULTANT if provided in the SERVICE AUTHORIZATION as follows: (1) Actual expense of transportation and lodging in accordance with CITY policy in effect at the time of travel when traveling in connection with each SERVICE AUTHORIZATION, express courier charges, and permit fees paid for securing approval of authorities having jurisdiction over the project. (2) Actual expense of reproductions, of Drawings and Specifications including duplicate sets of the completion of each SERVICE AUTHORIZATION for the CITY'S review and approval. (3) Actual expenses of testing, laboratory services, and field equipment. (4) Actual expense of overtime work requiring higher than regular rates, when authorized by the CITY. (5) Actual expense of Auto Travel at the established CITY rate per mile for travel outside Palm Beach County. B. Subcontractual service shall be invoiced at the actual fees paid by the CONSULTANT, plus a additional ten percent (10%) of the cost of these services to compensate CONSULTANT, for the Page 12 of 30 City of Delray Beach General Architectural Consulting Services procuring and management of the sub-consultant, and for the other financial and administrative costs. Subcontractual services shall be approved by the CITY in writing prior to performance of the subcontractual work. C. Total Compensation (including, but not limited to compensation for sub-consultants) for all services and expenses shall not exceed the budget cost listed upon each SERVICE AUTHORIZATION, without written approval. D. If the CITY determines that any price for services, however calculated provided by the CONSULTANT, including profit, negotiated in connection with this AGREEMENT or any cost reimbursable under this AGREEMENT was increased by any significant sums because the CONSULTANT or any subcontractor furnished incomplete or inaccurate costs or pricing data, then such price or cost or profit shall be reduced accordingly and the SERVICE AUTHORIZATION shall be reduced accordingly and the SERVICE AUTHORIZATION shall be modified in writing to reflect such reduction. VIII. PAYMENT The CITY agrees that it will use its best effort to pay the CONSULTANT within thirty (30) calendar days from presentation of the CONSULTANT'S itemized report and invoice and approval of the CITY'S representative, unless additional time for processing is required for payments for basic services, Subcontractual services, and reimbursable expenses as defined in Section VII. The CONSULTANT shall submit monthly invoices, as required in the SERVICE AUTHORIZATION, which shall include a report of work completed during the respective invoice period. Invoices shall be in a format consistent with that shown in Exhibit C. The report shall be adequate in detail to describe work progress (% complete for each task) and written summaries of work completed. No payment request shall exceed the value of work and services performed by the CONSULTANT under the SERVICE AUTHORIZATION. IX. MISCELLANEOUS PROVISIONS A. Ownership Documents: All reproducible mylar drawings and CADD disks in a format compatible with CITY'S Computer system shall be given to the CITY. Details, design calculations, and all other documents and plans that result from the CONSULTANT'S SERVICES under this AGREEMENT shall become and remain the property of the CITY, including copyright rights, whether the project is completed. or not, and will be delivered to the CITY upon demand. CONSULTANT reserves the right to retain a copy of all such documents for record purposes. Where such documents are required to be filed with governmental agencies, the CONSULTANT will furnish copies to the CITY upon request. The contract work is represented by hard copy documentation; software, is provided to the CITY for convenience only. B. Copies of Documents: The CONSULTANT shall prepare sufficient copies of all documents necessary to obtain approval through the City's processes, as well as other governmental authorities.. The CITY acknowledges that the materials cited in Paragraph IX A. and other data provided in connection Page 13 of 30 City of Delray Beach General Architectural Consulting Services with this Agreement which are provided by the CONSULTANT are not intended for use in _. connection with any project other than the project for which such materials are prepared. Aw use by the CITY of such materials in connection with a project other than that for which such- materials were prepared without prior written consent and adaptation by the CONSULTANT shall be at the CITY'S sole risk, and the CONSULTANT shall have no responsibility or liability therefore. C. Insurance: Without limiting any of the other obligations or liabilities of the CONSULTANT, the CONSULTANT shall, at his own expense, provide and maintain in force, until all of its services to be performed under this AGREEMENT have been completed and accepted by the CITY (or for such duration as it otherwise specified hereinafter),the following insurance coverages: 1. Worker's Compensation Insurance to apply to all of the CONSULTANT'S employees in compliance with the "Worker's Compensation Law" of the State of Florida and all applicable Federal Laws. A.Employer's Liability with limits of 5100,000 per person, $500,000 per occurrence and $100,000 per each disease. 2. Comprehensive General Liability with minimum limits of one million dollars ($1,000,000.00) per occurrence combined single limit for Bodily Injury Liability and Property Damage Liability. Coverage must be afforded on a form no more restrictive than the latest edition of the Comprehensive General Liability policy, without restrictive endorsements other than ISO Endorsement GL 21. 06 (Engineers, Architects, or Surveyors Professional Liability exclusion), as Filed by the Insurance Services Office and must include: a. Premises and/or Operations b. Independent Contractors c. Products and Completed Operations - CONSULTANTS shall maintain in force until at least three years after completion of all services required under this AGREEMENT, coverage for Products and Completed Operations, including Broad Form Property Damage. d. Broad Form Property Damage e. Contractual Coverage applicable to this specific AGREEMENT. f. Personal Injury Coverage with minimum limits of coverage equal to those required for Bodily Injury Liability. 3. Business Automobile Liability with minimum limits of three hundred thousand dollars ($300,000.00) per occurrence combined single limit for Bodily Injury Liability and Property Damage Liability. Coverage must be afforded on a form no more restrictive than the latest edition of the Business Automobile Liability policy, without restrictive endorsements, as filed by the Insurance Services Office and must include: Page 14 of 30 City of Delray Beach General Architectural Consulting Services a. Owned Vehicles b. Hired and Non-Owned Vehicles c. Employers'Non-Ownership 4. Professional Liability Insurance with minimum limits per occurrence applicable to CITY projects as follows: Construction Cost Range Limit a. 0 - 99,000 250,000 b. 100,000 - 299,000 500,000 c. 300,000 - 499,000 750,000 d. 500,000 - Above 1,000,000 Coverage shall be afforded on a form acceptable to the CITY. CONSULTANT shall maintain such professional liability insurance until at least one year after a Certificate of Occupancy is issued. CONSULTANT shall insure that sub-consultants used for any portion of the project, maintain adequate levels of Professional Liability Insurance. 5. Prior to commencement of services, the CONSULTANT shall provide to the CITY Certificates of Insurance evidencing the insurance coverage specified in the foregoing Paragraphs Cl, C2, 0, C4. All policies covered within subparagraphs Cl, C2, C3, C4, shall be endorsed to provide the CITY with thirty (30) days notice of cancellation and/or restriction. The CITY shall be named as an additional insured as to CONSULTANT'S liability on policies referenced in subparagraphs C2. The required Certificates of Insurance shall not only name the types of policies provided, but also shall refer specifi- cally to this AGREEMENT and section and to the above paragraphs in accordance with which insurance is being furnished, and shall state that such insurance is as required by such paragraphs of this AGREEMENT. The CONSULTANT shall also make available to the CITY a certified copy of the professional liability insurance policy required by paragraph 4 above for the City's review. Upon request, the CONSULTANT shall provide copies of all other insurance policies. 6. If the initial insurance policies required by this AGREEMENT expire prior to the completion of the services, renewal Certificates of Insurance of policies shall be furnished thirty (30) days prior to the date of their expiration. For Notice of Cancellation and/or Restriction; the policies must be endorsed to provide the CITY with thirty (30) days notice of cancellation and/or restriction. 7. The CONSULTANT'S insurance, including that applicable to the CITY as an Additional Insured, shall apply on a primary basis. D. Litigation Services: It is understood and agreed that CONSULTANT'S services include reasonable participation in litigation or dispute resolution arising from this AGREEMENT. CONSULTANTS participation shall include up to 30 hours of services related to litigation or dispute resolution. Any such services in excess of 30 hours shall be an extra service. Page 15 of 30 City of Delray Beach General Architectural Consulting Services E. Authority to Contract: The CITY represents that it is a Florida Municipal Corporation with the authority to engage the CONSULTANT for professional services described in the SERVICE AUTHORIZATIONS and to accept the obligation for payment for the services described in the SERVICE AUTHOR- IZATIONS. F. Assignment: The CITY and the CONSULTANT each binds itself and its successors, legal representatives, and assigns to the other party to this AGREEMENT and to the partners, successors, legal representatives, and assigns of such other party, in respect to all covenants of this AGREEMENT subject to budget considerations and requirements of law; and, neither the CITY nor the CONSULTANT will assign or transfer their interest in this AGREEMENT without the written consent of the other. G. Confidential Information: During all times that the CONSULTANT is employed on behalf of the CITY and at all times subsequent to the date of this contract, all discussions between the CITY and the CONSULTANT and all information developed or work products produced by the CONSULTANT during its employment and all matters relevant to the business of the CITY noi otherwise being a matter of public record shall be deemed to be confidential. All such information and work product shall be protected by the CONSULTANT and shall not be revealed to other persons without the express written permission of the CITY, unless mandated by order of the court. H. Non-Exclusive Contract: The CITY reserves the right to award projects to other firms pursuant to the Florida Statutes Consultant's Competitive Negotiations Act during the period of service of the CONSULTANT. The CONSULTANT agrees to cooperate with the CITY and other firms in accomplishing work that may require joint efforts to accomplish the CITY'S goals. This cooperation, when requested by the CITY, will include but not be limited to: 1. Sharing technical information developed under contract with the CITY. 2. Joint meetings for project coordination. 3. Establish lines of communication. 1. Subconsultants: In the event the CONSULTANT, during the course of the work under this AGREEMENT requires the services of any subcontractors or other professional associates in connection with Page 16 of 30 City of Delray Beach General Architectural Consulting Services services covered by this AGREEMENT, CONSULTANT must secure the prior written approval of the CITY. J. Notices: Whenever either party desires to give notice unto the other, it must be given by written notice, sent by registered United States mail, with return receipt requested, addressed to the party for whom it is intended at the place last written, as the place for giving of notice in compliance with the provisions of this paragraph. For the present, the parties designate the following as the respective places of giving of notice to wit: CITY of Delray Beach CITY MANAGER City of Delray Beach, Florida 100 NW 1 st Avenue Delray Beach, Florida 33444 CONSULTANT Jose N. Aguila, AIA, LEED AP Currie Sowards Aguila Architects, Inc. 134 NE 1st Avenue Delray Beach, Florida 33444 K. Attachments: Request for Qualifications is hereby incorporated within and made an integral part of this AGREEMENT. L. Truth-In-Negotiation Certificate: Signature of this AGREEMENT by CONSULTANT shall act as the execution of a truth in negotiation certificate stating that wage rates and other factual unit costs supporting the compensation of this AGREEMENT are accurate, complete, and current. The original contract price and any additions thereto shall be adjusted to exclude any significant sums by which the CITY determines the contract price was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit costs. M. Records: Records of all expenses relative to each SERVICE AUTHORIZATION shall be kept on a generally recognized accounting basis and shall be available to the CITY or its authorized representative at mutually convenient times. Page 17 of 3 0 City of Delray Beach General Architectural Consulting Services N. Personnel: The CONSULTANT represents that it has or will secure, at its own expense, qualified personnel required in performing the services under this AGREEMENT. All work shall be performed under the direction of a professional, registered under the State of Florida in the field for which he is responsible for performing such services. The project manager shall be approved by the CITY under each SERVICE AUTHORIZATION. Key project personnel will be identified for each project and expected to perform the work assignment as can reasonably be expected. O. Equal Opportunity Employment: CONSULTANT agrees that it will not discriminate against any employee or applicant for employment for work under this Agreement because of race, color, religion, sex, age or national origin. Such action shall include, but not be limited to the following: employment, upgrading, demotion or transfer; recruitment advertising; lay-off or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The CONSULTANT agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth this non-discrimination clause. This provision applies to all CONSULTANT'S subcontractors and it is the responsibility of CONSULTANT to ensure subcontractor's compliance. P. Prohibition Against Contingent Fees: The CONSULTANT warrants that he has not employed or retained any company or person, other than a bona fide employee working solely for the CONSULTANT, to solicit or secure this AGREEMENT, and that he has not paid or agreed to pay any persons, company, corporation, individual or firm, other than a bona fide employee working solely for the CONSULTANT any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award or making of this AGREEMENT. Q. Termination: This AGREEMENT may be terminated by either party by seven (7) calendar days prior written notice, in the event of substantial failure to perform in accordance with the terms hereof by the other party through no fault of the terminating party. The CITY shall have the right to terminate this AGREEMENT for convenience at any time by thirty (30) calendar days written notice to the consultant. In the event the project described in any SERVICE AUTHORIZATION, or the services of the CONSULTANT called for under any SERVICE AUTHORIZATION, is or are suspended, canceled, or abandoned by the CITY, the CONSULTANT shall be given five days prior written notice of such action and shall be compensated for the professional services provided and reimbursable expenses incurred up to the date of suspension, cancellation or abandonment. The CONSULTANT agrees to provide all documents to the CITY (specifically those referenced in paragraph IX.A. Further, prior to the CONSULTANT'S destruction of any of the above referenced documents, the CITY shall be notified and allowed a reasonable period to gain access to and make copies of any such documents. Upon any termination of this AGREEMENT, the CONSULTANT agrees that it shall use its best efforts to work harmoniously Page 18 of 30 City of Delray Beach General Architectural Consulting Services with any successor who enters an AGREEMENT to provide services for the CITY in order to provide for a smooth transition period. R. Indemnification: In consideration of ten dollars ($10.00) and other valuable consideration, the CONSULTANT will at all times indemnify, save and hold harmless and defend the CITY, its officers, agents (the term agents shall not include the contractor(s), any subcontractors, any materialmen or others who have been retained by the City or Contractor, or materialmen to supply goods or services to the project) and employees, from and against all liability, any claim, demand, damage, loss, expense or cause of action and costs (including attorney's fees at trial or appellate levels) arising out of error, omission, or negligent act of CONSULTANT, its agents, servants or employees in the performance of services under this agreement. The CONSULTANT further agrees to indemnify, hold harmless and defend the City,its officers, agents and employees from and against any claim, demand or cause of action arising out of any negligence or misconduct of CONSULTANT for which the City, its agents, servants or employees are alleged to be liable. The indemnification's contained herein shall survive the expiration or earlier termination of this Agreement. Nothing in this AGREEMENT shall be deemed to affect the rights, privileges and immunities of the CITY as set forth in Florida Statutes 768.28. S. Interest of the Consultant: The CONSULTANT covenants that it presently has no interest and shall not acquire any interest, direct or indirect, in any Project to which this AGREEMENT pertains or any other interest which would conflict in any manner or degree with the performance of its services hereunder. The CONSULTANT further covenants that in the performance of this AGREEMENT, no person having such interest shall be employed. T. Compliance with Laws: a. The CONSULTANT shall comply with the applicable requirements of State and applicable County laws and all Codes and Ordinances of the CITY OF DELRAY BEACH as amended from time to time, and that exist at the time of building permit issuance. b. For SERVICE AUTHORIZATIONS involving work under Federal or State Grantors or Approving Agencies, the CITY and the CONSULTANT shall review and approve the applicable required provisions or any other supplemental provisions as may be included in each SERVICE AUTHORIZATIONS. U. Jurisdiction; Venue: The CONSULTANT hereby covenants, consents and yields to the jurisdiction of the State Civil Courts of Palm Page 19 of 30 City of Delray Beach General Architectural Consulting Services Beach County, Florida. Any dispute between CONSULTANT and the CITY shall be governed by the laws of Florida with venue in Palm Beach County. V. Internal Dispute Between Owner and Consultant: The City Manager shall be the final decision maker regarding internal disputes between CITY and CONSULTANT. W. Extent of Agreement: This AGREEMENT represents the entire integrated AGREEMENT between the CITY and the CONSULTANT and supersedes all prior negotiations, representations or AGREEMENTS, written or oral. This AGREEMENT does not entitle the CONSULTANT to receive any fee unless first being issued a Service Authorization. This AGREEMENT does not provide that a CONSULTANT is entitled to receive any Service Authorization. This AGREEMENT may not be amended, changed, modified, or otherwise altered in any way, at any time after the execution hereof, except by approval of the CITY Commission. This AGREEMENT applies only to those projects that are on the CITY'S Capital Improvement Plan (CIP), attached hereto as Exhibit "D". The CITY is not required to issue any Service Authorizations to CONSULTANT for any projects listed on the CIP. Page 20 of 3 0 City of Delray Beach General Architectural Consulting Services IN WITNESS WHEREOF, the CITY has caused these presents to be executed in its name by its Mayor, and attested and its official Seal to be hereunto affixed by its CITY Clerk, and the CONSULTANT has hereunto set its hand and Seal the day and year first written above. t C I Y 0 DELRA 6EA'6#` LORIDA 3 a AYOR ATTEST: ` f ' City clerk Approved as to Form CITY Attorney CONSULTA T: urrie Sowards A uila Architects Inc. -•—° s f F By: " 4{ € VV t Title. (Seal} °r Wi ness t, tAJ JtNIV lu 1�S Name Printed 1AA (n i fitness �Ctfre,�, Gyrr>a�, Name Printed Page 21 of 30 City of Delray Beach General Architectural Consulting Services ACKNOWLEDGEMENT IF CORPORATION State of Florida County of Palm Beach BEFORE ME, the foregoing instrument, this ` day of s1 W R to , 201'4 was acknowledged by R LA , on behalf of the Corporation and said person executed the same freely and voluntarily for the purpose therein expressed. WITNESS my hand and seal in the County and State aforesaid thist day of ?�91' N Lary Pu lic (SEAL) ommission Exp s: •• J.WHITLEY : 't"M", *• Commission#EE 032087 Expires November 20,2014 Batded1*uTmy Fain kuur=00"5-7639 ACKNOWLEDGEMENT IF AN INDIVIDUAL State of Florida County of Palm Beach I HEREBY CERTIFY that on this date before me, an officer duly authorized in the state and county named above to take acknowledgments, personally appeared , known to me to be the person in and who executed the foregoing instrument, and. acknowledged before me that he/she executed the same. SWORN TO AND SUBSCRIBED before me this day of , 200 Notary Public My Commission Expires: Page 22 of 3 0 City of Delray Beach General Architectural Consulting Services ACKNOWLEDGEMENT IF A PARTNERSHIP State of Florida County of Palm Beach I HEREBY CERTIFY that on this date before me, an officer duly authorized in the state and county named above to take acknowledgments, personally appeared known to me to be the person in and who executed the foregoing instrument as a partner of , a partnership. He/She acknowledged before that he/she executed the same as the act and deed of said partnership for the uses and purposes therein mentioned. SWORN TO AND SUBSCRIBED before me this day of , 200_. Notary Public My Commission Expires: Page 23 of 30 City of Delray Beach General Architectural Consulting Services EXHIBIT A (SAMPLE) CONSULTING SERVICE AUTHORIZATION DATE: CONSULTANT: SERVICE AUTHORIZATION NO. FOR CONSULTING SERVICES CITY P.O. NO. CITY EXPENSE CODE CITY PROJECT NO. CONSULTANT PROJECT NO. TITLE: This Service Authorization, when executed, shall be incorporated in and shall become an integral part of the "Agreement for General Consulting Architectural Services" Contract. I. PROJECT DESCRIPTION II. SCOPE OF SERVICES Phase I— Study and Report Phase Phase II—Preliminary Design Phase Phase lII Final Design Phase Phase IV—Bidding/Negotiating Phase Phase V—Construction Administration Other—Permitting Other Surveying Other—Geotechnical Other—Field Verification III. TIME OF PERFORMANCE IV. COMPENSATION Architectural Services Estimated Fees Phase I— Study and Report Phase $ Phase II—Preliminary Design Phase $ Phase III—Final Design Phase $ Phase IV Bidding/Negotiating Phase $ Phase V---Construction Administration $ Other—Permitting $ Other— Surveying $ Other Geotechnical $ Other—Field Verification $ Out-of-Pocket Expenses $ Total Project Cost $ Notes: Out-of-Pocket Expenses include the following:printing/reproduction/postage. Page 24 of 30 City of Delray Beach General Architectural Consulting Services fhis service authorization is approved contingent upon the City's acceptance of and satisfaction with the completion of the services rendered in the previous phase or as encompassed by the previous service authorization. If the City in its sole discretion is unsatisfied with the services provided in the previous phase or service authorization, the City may terminate the contract without incurring any further liability. The CONSULTANT may commence work on any service authorization approved by the City to be included as part of the contract without a further notice to proceed. Approved by: CITY OF DELRAY BEACH: CONSULTANT: Date Date By: Mayor (Seal) Witness (Signature) Witness (Printed) Attest: Approved as to Legal Sufficiency City Attorney BEFORE ME, the foregoing instrument, this day of , 201______, was acknowledged by on behalf of the Corporation , and said person executed the same free and voluntarily for the purpose there-in expressed. Witness my hand and seal in the County and State aforesaid this day of , 201 Notary Public State of Florida My Commission Expires: Page 25 of 30 City of Delray Beach General Architectural Consulting Services EXHIBIT B Raw Salary Raw Salary Hourly Rates Hourly Rates (With Overhead Factor) Employer Category Professionals—(Engineers, Architects, Planners, Economists, Scientists, Hydrologists, Hydrogeologists, Geologists, etc.) Technicians—(Drafters, Graphic Artists, Computer, Surveyors, Cartographics, Construction Inspectors, etc.) Office Support Page 26 of 3 0 CURIE ® SOWA S . AQUILA - l RCHI'TEC1 S Robert G. Currie, rAIA Jess M. Sowards, AIA Jose N. Aguila, AIA EXHIBIT "B" FOR ARCHITECTURAL HOURLY SERVICES CALENDAR YEAR 2012 Hourly Hourly Raw Raw Salary Salary Rate Rates Times 3.00 Multiplier ARCHITECTURE Principal $58.33 $175.00 Project Architect $50.00 $150.00 Project Manager $41.66 $125.00 TECHNICIANS Cadd Tech 1 $28.33 $85.00 Cadd Tech it $21.66 $65.00 OFFICE SUPPORT Office Support Staff $15.00 $45.00 AIA FLORIDA FIRM OF THE YEAR 2000 Architecture • Planning • Interior Design • #AA20001584 134 northeast First Avenue • Delray Beach, Florida 33444 • 561-1276-4951 • Fax: 561-243-8184vww.csaarcklilecLs.coltl I fli : City of Delray Beach General Architectural Consulting Services EXHIBIT C CONSULTING SERVICES INVOICE FORMAT Bill To: City of Delray Beach Invoice# 434 S, Swinton Ave. Delray Beach, FL 33444 Invofce Date: Service Auth.# Remit To: City Purchase Order# City Project Number: City Project Title: For Professional Services for Period Ending: Project Status Summary Paragraph(Description of Services Provided): insert Status Summary/Description of Services LABOR Class Name Rate Hours Arnount Principal $0.00 Sr. Engineer $0.00 Engineer $0.00 Cadd Designer $0,00 Sr. Engineering Tech $0,00 Sr. Inspector $0.00 Clerical $0.001 Subtotal labor $0.00 SUBCONSULTANTS (Must attach copies of backup invoices) Arnount Insert Name of Subconsultant $Oxo Insert Name of Subconsultant $0,00 Subtotal Subconsuftants $0.00 REIMBURSABLE/OUT-OF-POCKET EXPENSES (Must attach copies of backup) Amount Postage $0.00 Printing $0.00 Subtotal Expenses $0.00 TOTAL AMOUNT DUE THIS INVOICE: $0.00 Page 1 of 3 Page 27 of 30 City of Delray Beach. General Architectural Consulting Services EXHIBIT C (page 2) Bill To: City of Delray Beach Invoice# 434 S.Swinton Ave. Delray Beach,FL 33444 Invoice Date: Service Auth.# Remit To: City Purchase Order# City Project Number: City Project Title: For Professional Services for Period Ending: COST SUMMARY (Must match cost breakdown in Service Authorization) Phase or Task Number Phase or Task Description Amount Phase I or Task 1 (Insert Description of Phase or Task) Contract Amount $0.00 Amount Earned This Period pxo Amount Previously Earned $0100 Amount Remaining $0.00 Phase 11 or Task 2 (Insert description of Phase or Task) Contract Amount $0.00 Amount Earned This Period $0.00 Amount Previously Earned $0100 Amount Remaining $O.flO Phase TH or Task 3 (Insert Description of Phase or Task) Contract Amount Amount Earned This Period $0.00 Amount Previously Earned $0.00 Amount Remaining $0.00 Phase IV or Task 4 (insert Description of Phase or Task) Contract Amount $0,00 Amount Earned This Period $0.00 Amount Previously Earned $0.00_ Amount Remaining $0.00 Phase V or Task S (Insert Description of Phase or Task) Contract Amount $0.00 Amount Earned This Period $0.00 Amount Previously Earned $0.00 Amount Remaining _ $4.00 Page 2 of 3 Page 28 of 30 City of Delray Beach General Architectural Consulting Services EXHIBIT C (page 3) Bill To: City of Delray Beach Invoice#Y 434 S.Swinton Ave. Delray Beach, FL 33444 Invoice Date: Service Auth.4 Remit To: City Purchase Order 4 City Project Number: City Project Title: For Professional Services for Period Ending: Phase or Task Number Phase or Task Description Amount Phase VI or Task 6 (Insert Description of Phase or Task) Contract Amount $0,00 Amount Earned This Period $0.00 Amount Previously Earned $0.00 Amount Remaining $0.00 Phase VII or Task 7 (Insert Description of Phase or Task) Contract Amount $0.00 Amount Earned This Period $0.00 Amount Previously Earned $0.00 Amount Remaining $0.00 Phase Vlll or Task S (Insert Description of Phase or Task) Contract Amount $0.00 Amount Earned This Period $0.00 Amount Previously Earned $0.00 Amount Remaining $0.00 TOTAL CONTRACT COSTS Total Contract Amount $0.00 Total Amount Earned This Period $0.00 Total Amount Previously Earned $0.00 Total Amount Remaining $0.00 Page 3 of 3 Page 29 of 30 City of Delray Beach General Architectural Consulting Services THIS PAGE INTENTIONALLY LEFT BLANK Page 30 of 30 EXHIBIT F (page 2) SAMPLE -- COST NOT TO EXCEED FORMAT INVOICE COST SUMMARY Phase X Contract Amount $ Amount Earned This Period $ Amount Previously Earned Amount Remaining $ City of Delray Beach General Architectural Consulting Services Page 29 of 37 CURRIE e SOWARDS e AGUILA a ARCHITECTS e a:MOTc, ..MTF— .,T ,1 H,_:.?..; r, -... --'` Robert G.Currie,FAIA Jess M.Sowards,AIA Jose N.Aguila,AIA Currie Sowards Aquila Architects does not own any automobiles. No Currie Sowards Aquila automobiles will be used on the 2012 Consulting Services Agreement Projects, Robert G. Currie, FAIA President February 10, 2012 Architecture• Planning• Interior Design #AA26001584 134 Northeast First Avenue•Delray Beach,Florida 33444•561-276-4951•Fax:561-243-8184•www.rsa-architects.com �. '_. Client#: 1049229 CURRISOW DATE(MMIDDIYYYY) ACORD,. CERTIFICATE OF LIABILITY INSURANCE 1 08120/2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed.If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsoment(s). PRODUCER CONTACT NAME: USI Insurance Services,LLC, Al,'o .,1:813 321-7500 AIC,No, 813 321-7525 1715 N.Westshore Blvd.Suite 700 E-MAIL ADDRESS: Campo, FL 33607 INSURER(S)AFFORDING COVERAGE _NAIC# INSURERA:MSA Insurance Company 11066 INSURED INSURER B:Travelers Casualty&Surety Co 31194 Currie Sowards Agluika Architects Inc INSURER C:XL Specialty Insurance Company 37885 185 NE 4th Aver INSURER D: Suite 101 Delray Beach,FL 33483 INSURER E INSURER F COVERAGES CERTIFICATE DUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSR WVD POLICY NUMBER MMIDD1YYYY MMIDDIYYYY • GENERAL,LIABILITY X BPG98835 0811712014 08/1712015 EACH OCCURRENCE $110001000 W&TO RENTED X COMMERCIAL GENERAL LIABILITY DAPR5 Ea occurrence $500,000 CLAIMS MADE F—v]OCCUR MED EXP(Any one person) $5,000 PERSONAL&ADV INJURY $1,0001000 GENERAL AGGREGATE $2,000,000 F GENT AGGREGATE LIMIT APPLTES PER: PRODUCTS-COMPIOPAGG $2,000,000 POL[CY X PRO LOG BINFD JECT • AUTOMOBILE LIABILITY BPG98835 8/17/2014 08/17/201 Eo. denn,SINGLE LIMIT $1,000,000 ANY AUTO BODILY INJURY(Par person) $ ALL OWNED SCHEDULED A U TOS AUTOS BODILY INJURY(Per accident) $ _ NON-OWNED PROPERTY DAMAGE X HIRED AUTOS X AUTOS Per accident Tl l$ $ UMBRELLA LIAR OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE - AGGREGATE $ DED RETENTION$ $ B WORKERS COMPENSATION X UB5436Y349 1/01/2014 01/011201 X WC STATU- OTH- AND EMPLOYERS'LIABILITY ANY PROPRIETORIPARTNERIEXECUTIVE Y1 N E.L.EACH ACCIDENT $1,000,000 OFFICEWMEMBER EXCLUDED? ❑ N/A (Mandatory in NH) E.L.D[SEASH-EA EMPLOYEEI$1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS be€ow E.L.DISEASE-POLICY LIMIT $1,000,000 G Professional DPS9719197 8/24/2014 08/24/201 $2,000,000 per claim Liability $2,000,000 annl aggr. DESCRIPTION OF OPERATIONS I LOCATIONS 1 VEHICLES(Attach ACORD 101,Additional Remarks Schedule,if more space is required) Professional Liability coverage is written on a claims-made basis. Project:2012 General Architecture Consulting Agreement. City of Delray Beach is listed as an Additional Insured as respects the Commercial General Liability,which includes the Hired and Non Owned Auto Liability(CG 20 26 11 85). CERTIFICATE HOLDER CANCELLATION City of Delray Beach SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 100 N.W. 1st Avenue ACCORDANCE WITH THE POLICY PROVISIONS. Delray Beach,FL 33444 AUTHORIZED REPRESENTATIVE ©1988-2010 ACORD CORPORATION.All rights reserved. ACORD 25(2010/05) 1 of 1 The ACORD name and logo are registered marks of ACORD #S131287661M13128764 KEBEW City of Delray Beach General Architectural Consulting Services AGREEMENT FOR GENERAL CONSULTING SERVICES THIS AGREEMENT, made and entered into this �o� day of , 20 1Z, by and between the CITY of Delray Beach, Florida, hereinafter referred to as "CITY", and David Miller & Associates, P.A., hereinafter referred to as "CONSULTANT". WITNESSETH: WHEREAS, the CITY has provided notice of the desired professional services and carried out the proper selection process pursuant to and in accordance with the Consultant's Competitive Negotiation Act; and, WHEREAS, the CITY represents that it is a Florida municipal corporation with the authority to engage the CONSULTANT and accept the obligation for payment for the services desired; and, WHEREAS, the CITY desires to engage the CONSULTANT to perform certain professional services pertinent to such work in accordance with this AGREEMENT and with SERVICE AUTHORIZATIONS to be issued at the time of or subsequent to execution of this AGREEMENT; and WHEREAS, this AGREEMENT does not entitle the CONSULTANT to any fees for any particular project without first receiving a Service Authorization; and WHEREAS, the CONSULTANT desires to provide such professional services in accordance with this AGREEMENT and SERVICE AUTHORIZATIONS. NOW, THEREFORE, in consideration of the premises and the mutual benefits which will accrue to the parties hereto in carrying out the terms of this AGREEMENT, it is mutually understood and agreed as follows: I. DEFINITIONS; GENERAL CONDITIONS A. THE SCOPE OF WORK is to be implemented in phases as set forth by this Agreement and by SERVICE AUTHORIZATIONS, which are attached hereto and made a part hereof, and as also may be added as approved by the City from time to time. B. A SERVICE AUTHORIZATION is a form to be used to authorize work, projects, and services. The form shall be executed by the CITY'S and CONSULTANT'S representatives. A CITY purchase order number shall be identified on the form. The purchase order authorization is established in the CITY Code of Ordinances with provisions for expenditure levels of approval authorizations. A sample form of the service authorization is attached as Exhibit "A" to this AGREEMENT. The projects, work, and services to be performed by the CONSULTANT, and time for completion of the particular phase of the work by CONSULTANT, shall be authorized by a SERVICE AUTHORIZATION. The SERVICE AUTHORIZATION shall include the scope of work to be performed; the budget cost, complete with an itemization of man-hours, wage rates, reimbursable expenses, and other related costs; schedule for completion and name of project manager. The SERVICE AUTHORIZATION shall be signed by the CITY and the CONSULTANT'S authorized representative. A CITY purchase order shall be issued with Page 1 of 30 City of Delray Beach General Architectural Consulting Services authorization identifying funds and amount of expenditures. The terms of this AGREEMENT supersede the terms stated on the purchase order. C. PHASES: A phased approach may be utilized. The City and the Consultant shall have the right to negotiate the terms of each phase as contained within each service authorization, and to reject any service authorization, if the parties cannot agree to the terms of the service authorization. In the event the parties cannot agree, the city may select the next ranked proposer or go out for additional proposals in order to complete the subsequent phase(s) of the project. This phased approach shall not waive the City's right to terminate the Consultant's contract during any phase of the project. II. GENERAL DUTIES OF CONSULTANT A. The relationship of the CONSULTANT to the CITY will be that of a professional CONSULTANT, and the CONSULTANT will provide the professional and technical services required under this AGREEMENT in accordance with acceptable professional practices and ethical standards. No employer/employee relationships shall be deemed to be established and the CONSULTANT, its agents, subcontractors, and employees shall be independent contractors at all times. B. Professional and Technical Services. It shall be the responsibility of the CONSULTANT to work with the CITY and apprise it of solutions to problems and the approach or technique to be used towards accomplish- ment of the CITY'S objectives as set forth in SERVICE AUTHORIZATIONS, which will be made a part of this AGREEMENT upon execution by both parties. C. The scope of services to be provided shall be covered in detail in SERVICE AUTHORIZATIONS. D. The City has established a budget for each project awarded to CONSULTANT. The CONSULTANT shall be responsible for providing, at no additional cost to the City, new designs, drawings, specifications, reports and other applicable services if the budget for the entire project is exceeded during and up to completion of the design phase of the project; however, nothing contained herein shall require the CONSULTANT to bear additional costs if the additional costs are a result of a change in the scope of services directed by the City. E. The CONSULTANT shall be responsible for the professional quality, technical accuracy, timely completion, compliance with regulations and rules, and the coordination with all appropriate agencies of all designs, drawings, specifications, reports and other services furnished by the CONSULTANT under this AGREEMENT. If the CITY determines there are any errors, omissions or other deficiencies in the CONSULTANT'S designs, drawings, specifications, reports and other services, the CONSULTANT shall, without additional compensation, correct or revise said errors or omissions to the satisfaction of the CITY. F. Approval by the CITY of drawings, designs, specifications, reports and incidental professional services or materials furnished hereunder shall not in any way relieve the CONSULTANT of responsibility for the technical adequacy of its work. The CITY'S review, approval or acceptance of, or payment for, any of the services shall not be construed to operate as a waiver of any rights Page 2 of 30 City of Delray Beach General Architectural Consulting Services under this AGREEMENT or of any cause of action arising out of the performance of this AGREEMENT. G. The CONSULTANT and its subconsultants shall have no responsibility for the discovery, presence, handling or removal or disposal of or exposure of persons to hazardous materials in any form existing prior to construction at the project site, including but not limited to asbestos, asbestos products, polychlorinated biphenyl (PCB) or any other toxic substances. H. The CONSULTANT designates David R. Miller as its representative to act as liaison with the CITY. The representative shall manage and coordinate CITY projects and is hereby authorized to act on behalf of the CONSULTANT to negotiate and approve SERVICE AUTHORIZATIONS and act on any other related matter with respect to performance of services for the CITY in accordance with the AGREEMENT. Any change to name another person shall be requested in writing to the CITY, and shall be approved by the City. 1. CONSULTANT shall attend all meetings, as specified or as defined in each SERVICE AUTHORIZATION of the City Commission or any City approval Board, where the project is discussed, unless the City's representative declares such attendance and participation is not necessary. In addition, the CONSULTANT shall attend all additional meetings as may be required to facilitate the project. 111. DUTIES OF CONSULTANT: The following Duties of CONSULTANT are separated into phases of the project, which if approved via SERVICE AUTHORIZATIONS shall be performed by the CONSULTANT. The City may require SERVICE AUTHORIZATIONS, which contain additional requirements applicable to the project. The City must authorize through service authorizations, the commencement of each phase of the work. A. Phase I— Study and Report Phase. If the Study and Report Phase is authorized, the following requirements shall apply. L The CONSULTANT shall consult with the CITY to clarify and define the CITY'S requirements for the Project and review available data. 1 The CONSULTANT shall advise the CITY as to the necessity of the CITY'S providing or obtaining from others, data or services. 3. The CONSULTANT shall identify and analyze permit and approval requirements of all governmental authorities having jurisdiction to approve either the design of the Project and participate in consultations with such authorities. 4. The CONSULTANT shall provide analyses of the CITY'S needs, planning surveys, site evaluations and comparative studies of prospective sites and solutions. 5. The CONSULTANT shall provide a general economic analysis of Owner's requirements applicable to various alternatives. Page 3 of 30 City of Delray Beach General Architectural Consulting Services 6. The CONSULTANT shall prepare a Report containing schematic layouts, sketches and conceptual design criteria with appropriate exhibits to indicate clearly the considerations involved (including applicable requirements of governmental authorities having jurisdiction as aforesaid) and the alternative solutions available to the CITY and setting forth CONSULTANT'S findings and recommendations. This Report will be accompanied by CONSULTANT'S pre-design estimate of probable costs for the Project, including, but not limited to the following, which will be separately itemized: Construction Cost, allowance for engineering costs and contingencies allowances for such other items, such as charges of all other professionals and consultants, for the cost of land and rights-of-way, for compensation for or darnages to properties, and for permit, review and/or approval fees by other governmental agencies, if required. The CONSULTANT shall also provide a preliminary evaluation of the City's Project Schedule. The City's Project Schedule and probable construction costs shall be evaluated and updated throughout subsequent phases of the work. 7. The CONSULTANT shall furnish the number of copies of the Study and Report documents as provided in the SERVICE AUTHORIZATION and review them with the CITY. B. Phase lI—Preliminary Design Phase. If the Preliminary Design Phase is authorized,the following requirements will apply: I. The CONSULTANT, in consultation with the CITY shall determine the general scope, extent and character of the Project. 2. Prepare Preliminary Design documents consisting of final design criteria, preliminary drawings, outline specifications and written descriptions of the Project. 3. Advise the CITY if additional data or services are necessary and assist the CITY in obtaining such data and services. 4. Furnish the specified number of copies of the above Preliminary Design documents as contained within the SERVICE AUTHORIZATION and present and review them with the CITY. 5. The CONSULTANT shall submit to the CITY a preliminary estimate of construction costs based on current area, volume or other unit costs, which shall be updated throughout he design development phase. 6. The CONSULTANT shall prepare a development schedule, which shall include, but shall not be limited to, the review and approval times by all governmental agencies as may be required. 7. The CONSULTANT shall make available all design calculations and associated Data, and participate in meetings in which Value Engineering Analysis of the project takes place, at such times and places as shall be determined by the CITY. C. Phase III. Final Design Phase. If the Final Design Phase is authorized, the following requirements shall apply: Page 4 of 30 City of Delray Beach General Architectural Consulting Services 1. The CONSULTANT shall prepare construction documents which shall include but not be limited to drawings and technical specifications, general and supplementary conditions, bid forms, invitations to bid, instructions to bidders, with technical criteria, descriptions and design data necessary for permitting by governmental authorities, and shall include any further adjustments in the scope or quality of the project or in the construction budget authorized by the City. 2. The CONSULTANT shall, in the preparation of construction documents, technical criteria, written descriptions and design data, take into account all currently prevailing codes and regulations governing construction in the City of Delray Beach, Florida, and shall meet the requirements of all other agencies or governmental authorities having jurisdiction over the project. 3. The CONSULTANT shall prepare a detailed opinion of probable cost in accordance with paragraph I.C, which shall be reviewed by the CITY prior to going out for bids. 4. The CONSULTANT shall provide the required documents and attend meetings as necessary, for the approval of governmental boards, agencies or authorities having jurisdiction over the proj ect. 5. The CONSULTANT shall use bid documents provided by the CITY including bidding forms, conditions of the contract, and form of AGREEMENT between the CITY and CONTRACTOR. 6. The CONSULTANT shall prepare all documents including design and plan revisions required for the approval of governmental authorities having jurisdiction over the project. Said approvals are required prior to the public notice for the Invitation to Bid and ,submission of applications, therefore are the responsibility of the CONSULTANT. 7. The CONSULTANT shall provide the CITY the number of copies of contract documents as specified in the service authorization. D. Phase IV—Bidding/Negotiation Phase. If the bidding phase is authorized, the following requirements shall apply: I. The CONSULTANT shall assist the CITY in obtaining the bids or negotiated proposals, assist in awarding and preparing contracts for construction, attend pre-bid conferences, prepare addenda, provide written recommendation of award, assist in the compilation/preparation of contract documents, and after the award assist the CITY in securing the required bonds and certificates of insurance, and in the review of the contract documents for completeness. 2. The CONSULTANT shall attend the bid opening, prepare bid tabulation sheets and assist the CITY in evaluating Bids or proposals and in assembling and awarding contracts for construction, materials, equipment and services. 3. The CONSULTANT shall issue addenda as appropriate to interpret, clarify or expand the Bidding Documents. 4. The CONSULTANT shall consult with and advise the CITY as to the acceptability of subcontractors, suppliers and other persons and organizations proposed by the prime contractor(s) (herein called CONTRACTOR(S) for those portions of the work as to which such acceptability is required by the Bidding Documents, Page 5 of 30 City of Delray Beach General Architectural Consulting Services 5. Consult with the CITY concerning and determine the acceptability of substitute materials and equipment prior to the award of contracts is allowed by the Bidding Documents. E. Phase V—Construction Phase. If Contract Administration is authorized, the following requirements shall apply: 1. The CONSULTANT shall provide administration of the contract for construction as set forth herein and as contained within the general conditions of the contract for construction. 2. The CONSULTANT shall be a representative of and shall advise and consult with the CITY during construction and until final payment to the contractor is due. The CONSULTANT shall have authority to act on behalf of the CITY only to the extent provided in this AGREEMENT and as provided in the contract for construction unless otherwise modified by written instrument. 3. The CONSULTANT shall visit the site at regular intervals appropriate to the stage of construction or as otherwise agreed to by the CITY and the CONSULTANT, in writing, to become generally familiar with the progress and quality of the work completed and shall determine in general if the work is being perforined in a manner indicating that the work when completed will be in accordance with the contract documents. The CONSULTANT shall be required to make on-site observations to review the work. The CONSULTANT shall keep the CITY informed of the progress and quality of the work and shall provide certification to the CITY of satisfactory completion of all phases of the work in compliance with the plans, specifications thereto. 4. The CONSULTANT shall not have control over or charge of and shall not be responsible for construction means, methods, techniques, sequences or procedures of construction or for safety precautions and programs in connection with the work, since these are solely the CONTRACTOR'S responsibility under the contract for construction. The CONSULTANT shall make every reasonable effort to ensure that the CONTRACTOR completes the work in accordance with the current approved schedule and carries out the work in accordance with the Contract documents. 5. The CONSULTANT based on observations and evaluations of CONTRACTOR'S applications for payment shall review and certify the amounts due the CONTRACTOR. 6. The CONSULTANT'S certification for payment shall constitute a representation to the CITY, based on the CONSULTANT'S observations at the site as provided herein and on the data comprising the CONTRACTOR'S application for payment, that the work has progressed to the point indicated and that, to the best of the CONSULTANT'S knowledge, information, and belief, the quality and quantity of the work is the accordance with the contract documents. The foregoing representations are subject to an evaluation of the work for conformance with the contract documents upon substantial completion, to results of subsequent tests and inspections, to minor deviations from the contract documents, correctable prior to completion and to specific qualifications expressed by the CONSULTANT. The issuance of the certificate of payment shall further constitute a representation that the CONSULTANT has made observations to review the quality or quantity of the work. 7. The CONSULTANT shall recommend disapproval or rejection of CONTRACTOR'S work to the CITY, which does not conform to the contract documents. The CONSULTANT will have authority to require additional inspection or testing of the work in accordance with the Page 6 of 30 City of Delray Beach General Architectural Consulting Services provisions of the contract documents, whether or not work is fabricated, installed or completed. 8. The CONSULTANT shall review and approve or take other appropriate action upon CONTRACTOR'S submittals, such as shop drawings, product data, and samples for the purpose of checking for conformance with information given and the design concept expressed in the contract documents. The CONSULTANT shall evaluate and determine the acceptability of substitute materials and equipment proposed by CONTRACTORS. 9. The CONSULTANT shall prepare change orders and construction change directives with supporting documentation and data if deemed necessary bye the CONSULTANT, for the CITY'S approval and execution in accordance with the contract documents, and may authorized minor changes in the work not involving an adjustment in the contract time, which is consistent with the intent of the contract documents. 10. The CONSULTANT shall conduct inspections to determine the date or dates of substantial completion and the date of final completion, shall receive and forward to the CITY for the CITY'S review and records, written warranties and related documents required by the contract documents and assembled by the CONTRACTOR and shall issue a final certificate for payment upon compliance with the requirements of the contract documents. 11. The CONSULTANT shall interpret matters concerning performance of the CITY and CONTRACTOR under the requirements of the contract documents on written request of either the CITY or CONTRACTOR. The CONSULTANT'S response to such requests shall be made with reasonable promptness and within any time limits agreed upon. 12. Interpretations of the CONSULTANT shall be consistent with the intent of and reasonably inferable from the contract documents and shall be in writing or in the form of drawings. When making such interpretations, the CONSULTANT shall endeavor to secure faithful performance by both the CITY and the CONTRACTOR. 13. The CITY shall be the final arbiter on matters relating to aesthetics. 14. The CONSULTANT shall render written interpretations within a reasonable time on all internal disputes between the CITY and CONTRACTOR relating to the execution of the progress of the work as provided in the contract documents. 15. The CONSULTANT"S interpretations on internal disputes are not binding on the CITY and CONTRACTOR relating to the execution of the progress of the work as provided in the contract documents. 16. The CONSULTANT shall provide the number of sets of the construction documents to the CONTRACTOR as specified in the SERVICE AUTHORIZATION. 17. Upon completion of construction the CONSULTANT shall provide to the CITY, three sets of record drawings, signed and sealed, plus one set of mylars incorporating as built conditions and other data furnished by contractor(s) to CONSULTANT. 18. In company with the City, the CONSULTANT shall visit the Project to observe any apparent defects In the completed construction, assist the CITY in consultations and discussions with CONTRACTOR(S) concerning correction of such deficiencies, and make recommendations as to replacement or correction of defection work. Page 7 of 30 City of Delray Beach General Architectural Consulting Services F. Phase VI—Resident Project Representative Services Phase If the Resident Project Representative Services Phase is authorized the following requirements shall apply: A. A Resident Project Representative will be assigned to assist CONSULTANT in carrying out his responsibilities to CITY at the site. Resident Project Representative is CONSULTANT'S agent at site, will act as directed by and under the supervision of CONSULTANT, and will confer with CONSULTANT regarding Resident Representative's actions. Resident Representative's dealing in matters pertaining to the on-site work shall in general be with CONSULTANT and CONTRACTOR keeping the CITY advised as necessary. Resident Project Representative's dealings with subcontractors shall only be through or with the full knowledge and approval of CONTRACTOR. Resident Project Representative shall generally communicate with the CITY with the knowledge of and under the direction of CONSULTANT. B. Resident Project Representative shall where applicable: 1. Review the progress schedule, schedule of Shop Drawing submittals and schedule of values prepared by CONTRACTOR and consult with CONSULTANT concerning its general acceptability. 2. Attend meetings with CONTRACTOR, such as preconstruction conferences, progress meetings,job conferences and other project-related meetings, and prepare and circulate copies of minutes thereof. 3. Working principally through CONTRACTOR'S superintendent, assist CONSULTANT in serving as the City's liaison with CONTRACTOR, when CONTRACTOR'S operations affect the CITY'S on- site operations. 4. Assist in obtaining from the CITY additional details or information, when required for proper execution of the Work. 5. Record date of receipt of Shop Drawings and samples. 6. Receive samples, which are furnished at the site by CONTRACTOR, and notify the CONSULTANT of availability of samples for examination. 7. Advise the CONSULTANT and CONTRACTOR of the commencement of any Work requiring a Shop Drawing, if the submittal has not been approved by the CONSULTANT. S. Conduct on-site observations of the Work in progress to assist the CONSULTANT in determining if the Work is, in general, proceeding in accordance with the Contract Documents. 9. Report to the CONSULTANT whenever Residential Project Representative believes that any Work is unsatisfactory, faulty or defective or does not conform to the Contract Documents; or has been damaged, or does not meet the requirements of any inspection, test or approval required to be made. Advise the CONSULTANT of Work that Resident Project Representative believes should be uncovered for observation, or requires special testing, inspection or approval. Nothing herein shall relieve the CONTRACTOR or the CONSULTANT from the duties imposed by the contract. 10. Verify that tests, equipment and systems startups, and operating and maintenance training are conducted in the presence of appropriate personnel, and that CONTRACTOR maintains adequate records thereof; and observe, record and report to the CONSULTANT appropriate details relative to the test procedures and startups. 11. Accompany visiting inspectors representing public or other agencies having jurisdiction over the Project, record the results of these inspections and report to the CONSULTANT. Page 8 of 30 City of Delray Beach General Architectural Consulting Services 12. Report to CONSULTANT when clarifications and interpretations of the Contract Documents are needed and transmit to CONTRACTOR clarifications and interpretations as issued by the CONSULTANT. 13. Consider and evaluate CONTRACTOR'S suggestions for modifications in Drawings or Specifications and report with Resident Project Representative's recommendations to the CONSULTANT. Transmit to CONTRACTOR decisions as issued by the CONSULTANT. 14. Maintain at the job site orderly files for correspondence, reports of job conferences, Shop Drawings and samples, reproductions of original Contract Documents, including all Work Directive Changes, Addenda, Change Orders, Field Orders, additional Drawings issued subsequent to the execution of the Contract, CONSULTANT'S clarifications and interpretations of the Contract Documents, progress reports, and other Project related documents 15. Keep a diary or log book, recording CONTRACTOR hours on the job site, weather conditions, data relative to questions of Work Directive Changes, Change Orders or changed conditions, list of job site visitors, daily activities, decisions, observations in general, and specific observations in more detail as in the case of observing test procedures; and send copies to the CONSULTANT. 16. Record all names, addresses and telephone numbers of the CONTRACTOR, all subcontractors and major suppliers of material and equipment. 17. Furnish the CONSULTANT periodic reports as required of progress of the Work of the CONTRACTOR'S compliance with the progress schedule and schedule of Shop Drawing and sample submittals. 18. Consult with the CONSULTANT in advance of schedule major tests, inspections or start of important phases of the Work. 19. Draft proposed Change Orders and Work Directive Changes, obtaining backup materials from CONTRACTOR and recommend to the CONSULTANT, Change Orders, Work Directive Changes, and Field Orders. 20. Report immediately to the CONSULTANT and the CITY upon the occurrence of any accident. 21. Review applications for payment with CONTRACTOR for compliance with the established procedure for their submission and forward with recommendations to the CONSULTANT noting particularly the relationship of the payment requested to the schedule of values, Work completed and materials and equipment delivered at the site, but not incorporated in the Work. 22. During the course of the work, verify that certificates, maintenance and operation manuals and other data required to be assembled and furnished by CONTRACTOR are applicable to the items actually installed and in accordance with the Contract Documents, and have this material delivered to the CONSULTANT for review and forwarding to CITY prior to final payment for the Work. 23. Before the CONSULTANT issues a Certificate of Substantial Completion, submit to CONTRACTOR a list of observed items requiring completion or correction. 24. Conduct final inspection in the company of the CONSULTANT, the CITY and the CONTRACTOR and prepare a final list of items to be completed or corrected. 25. Observe that all items on final list have been completed or corrected and make recommendations to the CONSULTANT concerning acceptance. Page 9 of 30 City of Delray Beach General Architectural Consulting Services C. The Resident Project Representative shall not: 1. Authorize any deviation from the Contract Documents or substitution of materials or equipment. 2. Exceed limitations of the CONSULTANT'S authority as set forth in the Contract Documents. 3. Undertake any of the responsibilities of CONTRACTOR, subcontractors, or CONTRACTOR'S superintendent. 4. Advise on, issue directions regarding or assume control over any aspect of the means, methods, techniques, sequences or procedures of construction unless such advice or directions are specifically required by the Contract Documents. 5. Advise on, issue directions regarding or assume control over safety precautions and programs in connection with the Work. 6. Accept Shop Drawing or sample submittals, from anyone other than CONTRACTOR. 7. Authorize the CITY to occupy the Project in whole or in part. S. Participate in specialized field or laboratory tests or inspections conducted by others except as specifically authorized by the CONSULTANT. IV. DATA AND SERVICES TO BE PROVIDED BY THE CITY The CITY shall provide the following: A. Furnish or cause to be furnished such reports, studies, instruments, documents, and other information as the CONSULTANT and CITY mutually deem necessary and which are under control of the CITY. B. Other data and services to be agreed upon in subsequent SERVICE AUTHORIZATIONS. C. Pay for all legal advertisements incidental to obtaining bids or proposals from contractors. D. The CITY Manager or his designee shall act as the CITY'S representative with respect to the work to be performed under this AGREEMENT. The CITY Manager or his designee shall have the authority to the extent authorized by the CITY Charter and Code of Ordinances to exercise the rights and responsibilities of the CITY provided in this contract. Said authority may include but is not limited to: transmit instructions, stop work, receive information, interpret CITY'S policies and decisions with respect to materi- als, equipment, elements, and systems pertinent to the services covered by this AGREEMENT. E. Pay all permit application filing fees. F. Provide access to CITY facilities. Page 10 of 30 City of Delray Beach General Architectural Consulting Services V. TIME OF PERFORMANCE A. The CONSULTANT will begin work promptly after issuance of a Notice to Proceed. B. The CONSULTANT'S services called for under the AGREEMENT shall be completed in accordance with the schedule contained in each SERVICE AUTHORIZATION. If the CONSULTANT'S services are unreasonably delayed by the CITY in excess of 180 days, the time of performance and compensation shall be renegotiated, provided; however, the CONSULTANT as a condition precedent to renegotiations shall notify the City within fifteen(15) calendar days at the end of the delay of CONSULTANT'S proposed additional costs incurred by reason of said delay. VI. AGREEMENT PERIOD The agreement shall be for two (2) years with the right to renew for three (3) one (1) year extensions. Each one year renewal will be at the City's discretion. However, the agreement shall extend until all Service Authorizations are completed. Each Service Authorization shall delineate a time for completion of the services to be rendered VII. COMPENSATION A. The CITY will compensate the CONSULTANT for the services performed on each SERVICE AUTHORIZATION in accordance with a negotiated lump sum, or a not to exceed budgeted amount based on time charges which are based upon hourly rates, plus reimbursable expenses if compensation is based on Method II and other related costs as are specified in the SERVICE AUTHORIZATION. 1. METHOD 1 - LUMP SUM Lump Sum Amount. Wherever possible, the scope of services for Services, Projects or Programs shall be thoroughly defined and outlined prior to its authorization. The CITY and CONSULTANT shall mutually agree to a lump sum amount for services to be rendered and a detailed scope of services. Should the CITY deem that a change in the scope of services is appropriate, then a decrease or increase in compensation shall be authorized in writing. In lump sum contracts. the CONSULTANT shall submit the estimated man-hours, wage rates and other actual unit costs supporting the compensation. The CONSULTANT shall submit a truth in negotiation certificate stating that all data supporting the compensation is accurate, complete and current at the time of contracting. Hourly rates included in the estimated man-hours shall not exceed established hourly rates as shown in Exhibit B attached hereto, plus reimbursable expenses and other related costs. Page 11 of 30 City of Delray Beach General Architectural Consulting Services 2. METHOD II - TIMES CHARGES/NOT TO EXCEED BUDGETED AMOUNT Computation of Time Charges/Not to Exceed_Amount. ' iX hen a service is to be compensated for on a time charge/not to exceed basis, the CONSULTANT will submit a not to exceed budget cost to the CITY for prior approval based on actual time charges which shall not exceed established hourly rates as shown in Exhibit B attached hereto, plus reimbursable expenses and other related costs. The CITY shall not be obligated to reimburse the CONSULTANT for costs incurred in excess of the not to exceed cost amount. a. The CITY agrees to pay the CONSULTANT compensation for services rendered based upon the established raw hourly salary rates as shown in Exhibit B for services rendered on CITY projects multiplied by an overhead factor not to exceed 3.0, which includes profit not to exceed ten percent (10%) and may be subject to audit. The Schedule of hourly rates as set forth in Exhibit B will not be adjusted during the initial two (2) year agreement. The rates in Exhibit B may be considered for adjusted after the initial two (2) year agreement; however the adjustment may not exceed more than five percent (5%) within any twelve (12) month period and will require written agreement of both parties. A newly revised Exhibit B must be submitted for approval. b. In addition, the CITY shall pay for reimbursable expenses invoiced at the actual cost of expenditures incurred by the CONSULTANT if provided in the SERVICE AUTHORIZATION as follows: (1) Actual expense of transportation and lodging in accordance with CITY policy in effect at the time of travel when traveling in connection with each SERVICE AUTHORIZATION, express courier charges, and permit fees paid for securing approval of authorities having jurisdiction over the project. (2) Actual expense of reproductions, of Drawings and Specifications including duplicate sets of the completion of each SERVICE AUTHORIZATION for the CITY'S review and approval. (3) Actual expenses of testing, laboratory services, and field equipment. (4) Actual expense of overtime work requiring higher than regular rates, when authorized by the CITY. (5) Actual expense of Auto Travel at the established CITY rate per mile for travel outside Palm Beach County. B. Subcontractual service shall be invoiced at the actual fees paid by the CONSULTANT, plus an additional ten percent (10%) of the cost of these services to compensate CONSULTANT, for the Page 12 of 30 City of Delray Beach General Architectural Consulting Services procuring and management of the sub-consultant, and for the other financial and administrative costs. Subcontractual services shall be approved by the CITY in writing prior to performance of the Subcontractual work. C. Total Compensation (including, but not limited to compensation for sub-consultants) for all services and expenses shall not exceed the budget cost listed upon each SERVICE AUTHORIZATION,without written approval. D. If the CITY determines that any price for services, however calculated provided by the CONSULTANT, including profit, negotiated in connection with this AGREEMENT or any cost reimbursable under this AGREEMENT was increased by any significant sums because the CONSULTANT or any subcontractor furnished incomplete or inaccurate costs or pricing data, then such price or cost or profit shall be reduced accordingly and the SERVICE AUTHORIZATION shall be reduced accordingly and the SERVICE AUTHORIZATION shall be modified in writing to reflect such reduction. V III.PAYMENT The CITY agrees that it will use its best effort to pay the CONSULTANT within thirty (30) calendar days from presentation of the CONSULTANT'S itemized report and invoice and approval of the CITY'S representative, unless additional time for processing is required for payments for basic services, subcontractual services, and reimbursable expenses as defined in Section VII. The CONSULTANT shall submit monthly invoices, as required in the SERVICE AUTHORIZATION, which shall include a report of work completed during the respective invoice period. Invoices shall be in a format consistent with that shown in Exhibit C. The report shall be adequate in detail to describe work progress (% complete for each task) and written summaries of work completed. No payment request shall exceed the value of work and services performed by the CONSULTANT under the SERVICE AUTHORIZATION. IX. MISCELLANEOUS PROVISIONS A. Ownership Documents: All reproducible mylar drawings and CADD disks in a format compatible with CITY'S Computer system shall be given to the CITY. Details, design calculations, and all other documents and plans that result from the CONSULTANT'S SERVICES under this AGREEMENT shall become and remain the property of the CITY, including copyright rights, whether the project is completed or not, and will be delivered to the CITY upon demand. CONSULTANT reserves the right to retain a copy of all such documents for record purposes. Where such documents are required to be filed with governmental agencies, the CONSULTANT will furnish copies to the CITY upon request. The contract work is represented by hard copy documentation; software, is provided to the CITY for convenience only. B. Copies of Documents: The CONSULTANT shall prepare sufficient copies of all documents necessary to obtain approval through the City's processes, as well as other governmental authorities.. The CITY acknowledges that the materials cited in Paragraph IX A. and other data provided in connection Page 13 of 30 City of Delray Beach General Architectural Consulting Services with this Agreement which are provided by the CONSULTANT are not intended for use in connection with any project other than the project for which such materials are prepared. Any use by the CITY of such materials in connection with a project other than that for which such materials were prepared without prior written consent and adaptation by the CONSULTANT shall be at the CITY'S sole risk, and the CONSULTANT shall have no responsibility or liability therefore. C. Insurance: Without limiting any of the other obligations or liabilities of the CONSULTANT, the CONSULTANT shall, at his own expense, provide and maintain in force, until all of its services to be performed under this AGREEMENT have been completed and accepted by the CITY (or for such duration as it otherwise specified hereinafter), the following insurance coverages: 1. Worker's Compensation Insurance to apply to all of the CONSULTANT'S employees in compliance with the "Worker's Compensation Law" of the State of Florida and all applicable Federal Laws. A.Employer's Liability with limits of$100,000 per person, $500,000 per occurrence and $100,000 per each disease. 2. Comprehensive General Liability with minimum limits of one million dollars ($1,000,000.00) per occurrence combined single limit for Bodily Injury Liability and Property Damage Liability. Coverage must be afforded on a form no more restrictive than the latest edition of the Comprehensive General Liability policy, without restrictive endorsements other than ISO Endorsement GL 21 06 (Engineers, Architects, or Surveyors Professional Liability exclusion), as Filed by the Insurance Services Office and must include: a. Premises and/or Operations b. Independent Contractors c. Products and Completed Operations - CONSULTANTS shall maintain in force until at least three years after completion of all services required under this AGREEMENT, coverage for Products and Completed Operations, including Broad Form Property Damage. d. Broad Form Property Damage e. Contractual Coverage applicable to this specific AGREEMENT. f. Personal Injury Coverage with minimum limits of coverage equal to those required for Bodily Injury Liability. 3. Business Automobile Liability with minimum limits of three hundred thousand dollars ($300,000.00) per occurrence combined single limit for Bodily Injury Liability and Property Damage Liability. Coverage must be afforded on a form no more restrictive than the latest edition of the Business Automobile Liability policy, without restrictive endorsements, as filed by the Insurance Services Office and must include: Page 14 of 30 City of Delray Beach General Architectural Consulting Services a. Owned Vehicles b. Hired and Non-Owned Vehicles c. Employers' Non-Ownership 4. Professional Liability Insurance with minimum limits per occurrence applicable to CITY projects as follows: Construction Cost Rangy Limit a. 0 - 99,000 250,000 b. 100,000 - 299,000 500,000 c. 300,000 - 499,000 750,000 do 500,000 - Above 1,000,000 Coverage shall be afforded on a form acceptable to the CITY. CONSULTANT shall maintain such professional liability insurance until at least one year after a Certificate of Occupancy is issued. CONSULTANT shall insure that sub-consultants used for any portion of the project, maintain adequate levels of Professional Liability Insurance. 5. Prior to commencernent of services, the CONSULTANT shall provide to the CITY Certificates of Insurance evidencing the insurance coverage specified in the foregoing Paragraphs Cl, C2, C3, C4. All policies covered within subparagraphs Cl, C2, C3, C4, shall be endorsed to provide the CITY with thirty (30) days notice of cancellation and/or restriction. The CITY shall be named as an additional insured as to CONSULTANT'S liability on policies referenced in subparagraphs C2. The required Certificates of Insurance shall not only name the types of policies provided, but also shall refer specifi- cally to this AGREEMENT and section and to the above paragraphs in accordance with which insurance is being furnished, and shall state that such insurance is as required by such paragraphs of this AGREEMENT. The CONSULTANT shall also make available to the CITY a certified copy of the professional liability insurance policy required by paragraph 4 above for the City's review. Upon request, the CONSULTANT shall provide copies of all other insurance policies. 6. If the initial insurance policies required by this AGREEMENT expire prior to the completion of the services, renewal Certificates of Insurance of policies shall be furnished thirty (30) days prior to the date of their expiration. For Notice of Cancellation and/or Restriction; the policies must be endorsed to provide the CITY with thirty (30) days notice of cancellation and/or restriction. 7. The CONSULTANT'S insurance, including that applicable to the CITY as an Additional Insured, shall apply on a primary basis. D. Litigation Services: It is understood and agreed that CONSULTANT'S services include reasonable participation in litigation or dispute resolution arising from this AGREEMENT. CONSULTANTS participation shall include up to 30 hours of services related to litigation or dispute resolution. Any such services in excess of 30 hours shall be an extra service. Page 15 of 30 City of Delray Beach General Architectural Consulting Services E. Authority to Contract: The CITY represents that it is a Florida Municipal Corporation with the authority to engage the CONSULTANT for professional services described in the SERVICE AUTHORIZATIONS and to accept the obligation for payment for the services described in the SERVICE AUTHOR- IZATIONS. F. Assignment: The CITY and the CONSULTANT each binds itself and its successors, legal representatives, and assigns to the other party to this AGREEMENT and to the partners, successors, legal representatives, and assigns of such other party, in respect to all covenants of this AGREEMENT subject to budget considerations and requirements of law; and, neither the CITY nor the CONSULTANT will assign or transfer their interest in this AGREEMENT without the written consent of the other. G. Confidential Information: During all times that the CONSULTANT is employed on behalf of the CITY and at all times subsequent to the date of this contract, all discussions between the CITY and the CONSULTANT and all information developed or work products produced by the CONSULTANT during its employment and all matters relevant to the business of the CITY not otherwise being a matter of public record shall be deemed to be confidential. All such information and work product shall be protected by the CONSULTANT and shall not be revealed to other persons without the express written permission of the CITY, unless mandated by order of the court. H. Non-Exclusive Contract: The CITY reserves the right to award projects to other firms pursuant to the Florida Statutes Consultant's Competitive Negotiations Act during the period of service of the CONSULTANT. The CONSULTANT agrees to cooperate with the CITY and other firms in accomplishing work that may require joint efforts to accomplish the CITY'S goals. This cooperation, when requested by the CITY, will include but not be limited to: 1. Sharing technical information developed under contract with the CITY. 2. Joint meetings for project coordination. 3. Establish lines of communication. I. Subconsultants: In the event the CONSULTANT, during the course of the work under this AGREEMENT requires the services of any subcontractors or other professional associates in connection with Page 16 of 30 City of Delray Beach General Architectural Consulting Services services covered by this AGREEMENT, CONSULTANT must secure the prior written approval of the CITY. J. Notices: Whenever either party desires to give notice unto the other, it must be given by written notice, sent by registered United States mail, with return receipt requested, addressed to the party for whom it is intended at the place last written, as the place for giving of notice in compliance with the provisions of this paragraph. For the present, the parties designate the following as the respective places of giving of notice to wit: CITY of Delray Beach CITY MANAGER City of Delray Beach, Florida 100 NW I st Avenue Delray Beach, Florida 33444 CONSULTANT David R. Miller, President David Miller&Associates, P.A. 319 Clematis Street, Suite 909 West Palm Beach, FL 33401. K. Attachments: Request for Qualifications is hereby incorporated within and made an integral part of this AGREEMENT. L. Truth-In-Negotiation Certificate: Signature of this AGREEMENT by CONSULTANT shall act as the execution of a truth in negotiation certificate stating that wage rates and other factual unit costs supporting the compensation of this AGREEMENT are accurate, complete, and current. The original contract price and any additions thereto shall be adjusted to exclude any significant sums by which the CITY determines the contract price was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit costs. M. Records: Records of all expenses relative to each SERVICE AUTHORIZATION shall be kept on a generally recognized accounting basis and shall be available to the CITY or its authorized representative at mutually convenient times. N. Personnel: Page 17 of 30 City of Delray Beach General Architectural Consulting Services The CONSULTANT represents that it has or will secure, at its own expense, qualified personnel required in performing the services under this AGREEMENT. All work shall be performed under the direction of a professional, registered under the State of Florida in the field for which he is responsible for performing such services. The project manager shall be approved by the CITY under each SERVICE AUTHORIZATION. Key project personnel will be identified for each project and expected to perform the work assignment as can reasonably be expected. O. Equal Opportunity Employment: CONSULTANT agrees that it will not discriminate against any employee or applicant for employment for work under this Agreement because of race, color, religion, sex, age or national origin. Such action shall include, but not be limited to the following: employment, upgrading, demotion or transfer; recruitment advertising; lay-off or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The CONSULTANT agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth this non-discrimination clause. This provision applies to all CONSULTANT'S subcontractors and it is the responsibility of CONSULTANT to ensure subcontractor's compliance. P. Prohibition Against Contingent Fees: The CONSULTANT warrants that he has not employed or retained any company or person, other than a bona fide employee working solely for the CONSULTANT, to solicit or secure this AGREEMENT, and that he has not paid or agreed to pay any persons, company, corporation, individual or firm, other than a bona fide employee working solely for the CONSULTANT any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award or making of this AGREEMENT. Q. Termination: This AGREEMENT may be terminated by either party by seven (7) calendar days prior written notice, in the event of substantial failure to perform in accordance with the terms hereof by the other party through no fault of the terminating party. The CITY shall have the right to terminate this AGREEMENT for convenience at any time by thirty (30) calendar days written notice to the consultant. In the event the project described in any SERVICE AUTHORIZATION, or the services of the CONSULTANT called for under any SERVICE AUTHORIZATION, is or are suspended, canceled, or abandoned by the CITY, the CONSULTANT shall be given five days prior written notice of such action and shall be compensated for the professional services provided and reimbursable expenses incurred up to the date of suspension, cancellation or abandonment. The CONSULTANT agrees to provide all documents to the CITY (specifically those referenced in paragraph IX.A. Further,prior to the CONSULTANT'S destruction of any of the above referenced documents, the CITY shall be notified and allowed a reasonable period to gain access to and make copies of any such documents. Upon any termination of this AGREEMENT, the CONSULTANT agrees that it shall use its best efforts to work harmoniously with any successor who enters an AGREEMENT to provide services for the CITY in order to provide for a smooth transition period. Page 18 of 30 City of Delray Beach General Architectural Consulting Services R. Indemnification: In consideration of ten dollars ($10.00) and other valuable consideration, the CONSULTANT will at all times indemnify, save and hold harmless and defend the CITY, its officers, agents (the term agents shall not include the contractor(s), any subcontractors, any materialmen or others who have been retained by the City or Contractor, or materialmen to supply goods or services to the project) and employees, from and against all liability, any claim, demand, damage, loss, expense or cause of action and costs (including attorney's fees at trial or appellate levels) arising out of error, omission, or negligent act of CONSULTANT, its agents, servants or employees in the performance of services under this agreement. The CONSULTANT further agrees to indemnify, hold harmless and defend the City,its officers, agents and employees from and against any claim, demand or cause of action arising out of any negligence or misconduct of CONSULTANT for which the City, its agents, servants or employees are alleged to be liable. The indemnification's contained herein shall survive the expiration or earlier termination of this Agreement. Nothing in this AGREEMENT shall be deemed to affect the rights,privileges and immunities of the CITY as set forth in Florida Statutes 768.28. S. Interest of the Consultant: The CONSULTANT covenants that it presently has no interest and shall not acquire any interest, direct or indirect, in any Project to which this AGREEMENT pertains or any other interest which would conflict in any manner or degree with the performance of its services hereunder. The CONSULTANT further covenants that in the performance of this AGREEMENT, no person having such interest shall be employed. T. Compliance with Laws: a. The CONSULTANT shall comply with the applicable requirements of State and applicable County laws and all Codes and Ordinances of the CITY OF DELRAY BEACH as amended from time to time, and that exist at the time of building permit issuance. b. For SERVICE AUTHORIZATIONS involving work under Federal or State Grantors or Approving Agencies, the CITY and the CONSULTANT shall review and approve the applicable required provisions or any other supplemental provisions as may be included in each SERVICE AUTHORIZATIONS. U. Jurisdiction; Venue: Page 19 of 30 City of Delray Beach General Architectural Consulting Services The CONSULTANT hereby covenants, consents and yields to the jurisdiction of the State Civil Courts of Palm Beach County, Florida. Any dispute between CONSULTANT and the CITY shall be governed by the laws of Florida with venue in Palm Beach County. V. Internal Dispute Between Owner and Consultant: The City Manager shall be the final decision maker regarding internal disputes between CITY and CONSULTANT. W. Extent of Ayreement: This AGREEMENT represents the entire integrated AGREEMENT between the CITY and the CONSULTANT and supersedes all prior negotiations, representations or AGREEMENTS, written or oral. This AGREEMENT does not entitle the CONSULTANT to receive any fee unless first being issued a Service Authorization. This AGREEMENT does not provide that a CONSULTANT is entitled to receive any Service Authorization. This AGREEMENT may not be amended, changed, modified, or otherwise altered in any way, at any time after the execution hereof, except by approval of the CITY Commission. This AGREEMENT applies only to those projects that are on the CITY'S Capital Improvement Plan (CIP), attached hereto as Exhibit "D". The CITY is not required to issue any Service Authorizations to CONSULTANT for any projects listed on the CIP. Page 20 of 30 City of Delray Beach General Architectural Consulting Services IN WITNESS WHEREOF, the CITY has caused these presents to be executed in its name by its Mayor, and attested and its official Seal to be hereunto affixed by its CITY Cleric, and the CONSULTANT has hereunto set its hand and Seal the day and year first written above. f CITY OF DELRA BEAM LORIDA By: AYOR ATTEST: City Clerk Approved as to Form: ---<: -- CITY Attorney CONSULTANT: David. iller& ciat A. avid.R. Miller Title: -President (Seal) Jessica L. Rollings Witness Page 21 of 3 0 City of Delray Beach General Architectural Consulting Services ACKNOWLEDGEMENT IF CORPORATION State of Florida County of Palm Beach BEFORE ME, the foregoing instrument, this 4 day of January, 2012, was acknowledged by David R. Miller, on behalf of the Corporation and said person executed the same freely and voluntarily for the purpose therein expressed. WITNESS my hand and seal in the County and State aforesaid this 4th day of January, 2012. Notary Public •aleua,,, JESSICA ROLUNU (SEAL) My Commission Expires: 3 r No"pubk.Stm of pWjft •§ Air Conun.Expiry Jul 19.2014 COMINIon#EE 10144 Ioliaxd iw"p No"Nab"bw ACKNOWLEDGEMENT IF AN INDIVIDUAL State of Florida County of Palm Beach I HEREBY CERTIFY that on this date before me, an officer duly authorized in the state and county named above to take acknowledgments, personally appeared ' known to me to be the person in and who executed the foregoing instrument, and acknowledged before me that he/she executed the same. SWORN TO AND SUBSCRIBED before me this day of 200—. Notary Public My Commission Expires: ACKNOWLEDGEMENT IF A PARTNERSHIP Page 22 of 30 City of Delray Beach General Architectural Consulting Services State of Florida County of Palm Beach I HEREBY CERTIFY that on this date before me, an officer duly authorized in the state and county named above to take acknowledgments, personally appeared known to me to be the person in and who executed the foregoing instrument as a partner of , a partnership. Ile/She acknowledged before that he/she executed the same as the act and deed of said partnership for the uses and purposes therein mentioned. SWORN TO AND SUBSCRIBED before me this day of , 200—. Notary Public My Commission Expires: Page 23 of 30 City of Delray Beach General Architectural Consulting Services EXHIBIT A (SAMPLE) CONSULTING SERVICE AUTHORIZATION DATE: CONSULTANT: SERVICE AUTHORIZATION NO. FOR CONSULTING SERVICES CITY P.O. NO. CITY EXPENSE CODE CITY PROJECT NO. CONSULTANT PROJECT NO. 'I`ITLE: This Service Authorization, when executed, shall be incorporated in and shall become an integral part of the "Agreement for General Consulting Architectural Services" Contract. L PROJECT DESCRIPTION I1. SCOPE OF SERVICES Phase I— Study and Report Phase Phase II—Preliminary Design Phase Phase III---Final Design Phase Phase IV —Bidding/Negotiating Phase Phase V—Construction Administration Other—Permitting Other— Surveying Other—Geotechnical Other—Field Verification Ili. TIME OF PERFORMANCE IV. COMPENSATION Architectural Services Estimated Fees Phase I— Study and Report Phase S Phase II—Preliminary Design Phase S Phase Ill—Final Design Phase $ Phase IV —Bidding/Negotiating Phase $ Phase V Construction Administration $ Other—Permitting $ Other— Surveying $ Other—Geotechnical $ Other Field Verification $ Out-of-Pocket Expenses $ Total Project Cost $ Notes: Out-of-Pocket Expenses include the following:printing/reproduction/postage. Page 24 of 30 City of Delray Beach General Architectural Consulting Services This service authorization is approved contingent upon the City's acceptance of and satisfaction with the completion of the services rendered in the previous phase or as encompassed by the previous service authorization. If the City in its sole discretion is unsatisfied with the services provided in the previous phase or service authorization, the City may terminate the contract without incurring any further liability. The CONSULTANT may commence work on any service authorization approved by the City to be included as part of the contract without a further notice to proceed. Approved by: CITY OF DELRAY BEACH: CONSULTANT: Date Date By: Mayor (Seal) Witness (Signature) Witness (Printed) Attest: Approved as to Legal Sufficiency City Attorney BEFORE ME, the foregoing instrument, this day of , 201 , was acknowledged by on behalf of the Corporation , and said person executed the same free and voluntarily for the purpose there-in expressed. Witness my hand and seal in the County and State aforesaid this day of , 201 Notary Public State of Florida My Commission Expires: Page 25 of 30 City of Delray Beach General Architectural Consulting Services EXHIBIT B Raw Salary Raw Salary Hourly Rates Hourly Rates (With Overhead Factor) Employer Category Professionals— (Engineers, Architects, Planners, Economists, Scientists, Hydrologists, Hydrogeologists, Geologists, etc.) Technicians— (Drafters, Graphic Artists, Computer, Surveyors, Cartographics, Construction Inspectors, etc.) Office Support Page 26 of 30 Exhibit B Professionals Hourly Raw Hourly Raw Salary Rates Salary Rates Times 3.00 Multiplier Architect Principal $54.95 $164.00 Project Manager $45.85 $137.00 Architect 1 $36.75 $110.00 Architect II $31.15 $ 93.00 Interior Design $27.30 $ 81.00 CADD Operator $23.80 $ 71.00 Clerical $ 12.60 $ 37.00 Engineers-Structural (#1) Principal N/A $164.00 Project Manager N/A $132.00 Project Engineer NIA $ 88.00 CAD Operator N/A $ 66.00 Engineers-Structural (#2) Principal N/A $110.00 Project Manager N/A $ 98.00 Designer N/A $ 81.00 Draftsman N/A $ 66.00 Engineers-MEP(#1) Principal N/A $164.00 Project Engineer N/A $ 98.00 CAD Drafting N/A $ 76.00 Clerical N/A $ 49.00 Engineers-MEP(#2) Principal N/A $103.00 Engineer N/A $103.00 Designer NIA $ 54.00 CADD Operators N/A $ 54.00 Clerical N/A $ 27.00 Landscape Architects Principal N/A $ 137.00 Senior Landscape Architect N/A $ 110.00 Computer&Professional N/A $ 93.00 Drafting/Support Staff NIA $ 66.00 City of Delray Beach General Architectural Consulting Services EXHIBIT C CONSULTING SERVICES INVOICE FORMAT Bill To! City of Delray Beach Invoice 4 j 434 S.Swinton Ave. Delray Beach,FL 33444 Invoice Date: Service Auth.# Remit To: City Purchase Order# City Project Number: City Project Title: For Professional Services for Period Ending: Project Status Summary Paragraph (Description of Services Provided): Insert Status Summary/Description of Services LABOR Class Narne hate Hours Amount Principal $0.00 Sr. Engineer $0.00 Engineer $0.00 Cadd Designer $0.00 Sr. Engineering Tech $O,up Sr. Inspector $0.00 Clerical $0.00 Subtotal Labor $0.00 SUBCONSULTANTS (Must attach copies of backup invoices) Amount Insert Name of Subconsultant $0,00 Insert Name of Subconsultant $0.00 Subtotal Subconsultants $0.00 REIMBURSABLE/OUT-OF-POCKET EXPENSES (Must attach copies of backup) Amount Postage $0.00 Printing $0.00 Subtotal Expenses $0.00 'TOTAL AMOUNT DUE THIS INVOICE: $0.00 Page 1 of 3 Page 27 of 30 City of Delray Beach General Architectural Consulting Services EXHIBIT C (page 2) Bill To: City of Delray Beach Invoice# 434 S.Swinton Ave. Delray Beach,FL 33444 invoice hate: Service Auth.4 Remit To: City Purchase Order# City Project Number: City Project Title: For Professional Services for Period Ending: COST SUMMARY (Must match cost breakdown in Service Authorization) Phase or Task Number Phase or Task Description Amount Phase I or Task 1 (Insert Description of Phase or Task) Contract Amount $0.00 Amount Earned This Period $0.00 Amount Previously Earned $0.00 Amount Remaining $0.00 Phase II or Task 2 (Insert Description of Phase or Task) Contract Amount $0.00 Amount Earned This Period $0.00 Amount Previously Earned $0,00 Amount Remaining $0.00 Phase III or Task 3 (Insert Description of Phase or Task) Contract Amount $0.00 Amount Earned This Period $0.00 Amount Previously Earned $0.00 Amount Remaining $0.00 Phase IV or Task 4 (Insert Description of Phase or Task) Contract Amount $0.00 Amount Earned This Period $0.00 Amount Previously Earned $0.00 Amount Remaining Moo Phase V or Task 5 (Insert Description of Phase or Task) Contract Amount $0.00 Amount Earned This Period $0.00 Amount Previously Earned $0.00 Amount Remaining $0.00 Page 2 of 3 Page 28 of 30 City of Delray Beach General Architectural Consulting Services EXHIBIT C {page 3) Sill To: City of Delray Beach Invoice# 434 S.Swinton Ave. Delray Beach,Fl. 33444 lnvo3ce Date: Service Auth_# Remit To: City Purchase Order 4 City Project Number. City Project Title: For Professional Services For Period Ending: Phase or Task Number Phase or Task Description Amount Phase VI or Task 6 (Insert Description of Phase or Task) Contract Amount $0.00 Amount Earned This Period $0.00 Amount Previously Earned $o.o0 Amount Remaining $0.00 Phase Vll or Task 7 (insert Description of Phase or Task) Contract Amount $0.00 Amount Earned This Period $0.00 Amount Previously Earned $0.00 Amount Remaining $0.00 Phase Vlll or Task S (Insert Description of Phase or Task) Contract Amount $0.00 Amount Earned This Period $0.00 Amount Previously Earned $0.00 Amount Remaining $0.00 TOTAL CONTRACT COSTS Total Contract Amount $0.00 Total Amount Earned This Period $0.00 Total Amount Previously Earned $0.00 Total Amount Remaining $0.00 Page 3 of 3 Page 29 of 30 City of Delray Beach General Architectural Consulting Services THIS PAGE INTENTIONALLY LEFT BLANK Page 30 of 30 DAVID-7 OP ID: M5 �CORO" DATE(MMIDDfYY)Y) CERTIFICATE OF LIABILITY INSURANCE 02114112 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies)must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PROOUCSR 561-622-2550 CVwE: Celedinas Insurance Group-PBG 561 721 PHONE FAX - -0540 4283 Northlake Blvd. AIC.No Ext: (AfC Not: Palm Beach Gardens,FL 33410 E-MAIL Ray S Celedinas ADDRESS: INSU RER(S}AFFORDING COVERAGE NAIC# INSURER A:All led P&C In Su ranCe 42579 INSURED David Millel Associates PA INSURER B: 319 Clematis St,#909 INSURER e: West Palm Beach, FL 33401 INSURER D INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS iS TO CERTIFYTHAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ZSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWkTHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WFFH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES,LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, ILNTSR TYPE OF INSURANCE IN R SUB POLICY NUMEER MMIDDIYEYYY MM �VY O R Y LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 A X COMMERCIAL GENERAL LIABILITY X ACPBPOD5905141695 10/01/11 10101112 A AG TORE TED"E"'E' 300,00"E"'E' Ea occur7ence] $ CLAIMS-MADE ❑OCCUR I EXF(Anyone perscrn) $ 5,000 PERSONAL&ADVIN.URY $ 1,000,000 GENERAL AGO REGATE $ 2,000,000 GEI AGGREGATE LIMIT APPLIES PER: PRODUCTG-COMP/OPAGG $ 2,000,000 POLICY JEC'7 LOC $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 Ea actddent A ANY AUTO ACPBPOD5905141695 10/01111 10101112 BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY IN.AJRY(Per accident) $ AUTOS AUTOS X HIREDAUTOS X NON-OWNED PROPERTY ntDAMAGE $ AUTOS $ UMBRELLA LAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENT ION$ 1 $ WORKERS COMPENSATION WCSTATU- OTH- AND EMPLOYERS'LIABILITY YIN TORY I TS FR ANY PRCPRIETORIPARTNERIEXEClJ7VE E.L.EACH ACC DENT $ CFFICERIMEMSER EXCLUD£D4 N!A (Mandatory in NH) EL.DISEASE-EA EMPLOYEE $ f yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE--CLICY LIMIT $ A Property(XWind) ACPBPOD5905141695 10101/11 10101/12 Contents 25,00 DESCRIPTION OF OPERATIONS!LOCATICNS f VEHICLES (Attach ACORD 401,Additional Remarks Schedule,if more space Is requsred} The City of Delray Beach is listed as additional Insured. Project:2012 General Architectual agreement CERTIFICATE HOLDER CANCELLATION DELRAYB SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Delray Beach 434 S Swinton Ave Delray Beach, FL 33444 AUTHORIZED REPRESENTATIVE O 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010105) The ACORD name and logo are registered marks of ACORD David Miller and Associates, P. A. AA-26000963 David R.Miller,A.LA.,NCARB AR-9417 March 2,2012 Via E-Mail Environmental Services Department Attn: Carolanne Kucmerowski City of Delray Beach 434 South Swinton Avenue Delray Beach, FL 33444 Re: Insurance Coverage 2012 General Architectural Agreement Dear Ms. Kucmerowski, Please let this letter serve as notice that the firm David Miller&Associates,P.A. does not own any automobiles or utilize hired automobiles. No David Miller &Associates, P.A. nor staff owned automobiles will be used in conjunction with the 2012 Consulting Agreement projects. In addition, my office does not carry worker's compensation insurance coverage,the executed indemnification for the City of Delray Beach is attached. All types of insurance required by the City of Delray Beach under the above referenced agreement will be maintained by my office throughout the duration of the contract. Please contact me if you need anything further or have questions or concerns about this or any other matter. Sincerely, 3� 9 David R. Miller,A.I.A. •Architecture • Engineering •Planning • Construction Management • 319 Clematis Street, Suite 909 West Palm Beach, FL 33401 (561) 697-4700 • (561) 833-0165 Fax Attachment VII CITY OF DELRAY BEACH INDEMNIFCATION AGREEMENT DUE TO CONTRACTOR NOT PROVIDING WORKERS' COMPENSATION INSURANCE FOR ITS EMPLOYEES Contractor affirms that in accordance with Chapter 440 of the Florida Statutes ("Workers' Compensation Law"): 4 Contractor does not employ more than three (3) employees. 2. Contractor is not in the construction industry. 3. Contractor does not provide workers' compensation Insurance for its employees. 4_ Contractor Immediately will obtain worker's'compensation insurance if more than three (3) employees are employed and will notify the City of Delray Beach, Risk Management. 5. Contractor has advised all of Its employees that workers' compensation Insurance is not provided. Therefore, Contractor agrees to defend, indemnify, sage harmless, and exempt the City, its officers, agents, servants, and employees from and against any and all lawsults, actions, legal proceedings, claims, demands, damages, costs, expenses, and attorney's fees resulting from injury to or death of persons or damage to property arising out of or resulting from failure to maintain workers' componsaflon insurance as required by Chapter 440 of the Florida Statutes ("Workers' Compensation Lave'). THE UNDERSIGNED HAS READ THE FOREGOING RELEASE AND FULLY UNDERSTANDSIT. Signed, sealed and d red this- 2— day of,M,49CA 120 12. CAUTlO In 0 BELOW. Contracto . Print Name, 4- , &44i,. f Print Name: P4V0 P- M 1IE�W-- `.0'�4""'�. .JESSICA ROLLINGS Notary Public•State of i IUMa STATE OF FLORIDAy Ceram.i xplres Ju119.2C14 Cummiesioa#EE 10144 C0 UNTY OF M v m '� aenaed Through JtaMW Nogly Abe. The foregoing instrument was acknowledged netore me this 2- day of ' 2Q 1`1 by„1)4VID {Z_M it teR _(name of person acknowledging), who is personally known to me or who has produced (type of Identification) as Identification. I Signature f Notary i€ Pub ] knd�ntnlly.doc '4L°RO® CERTIFICATE OF LIABILITY INSURANCE 2/22/2012' THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies)must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER NAME: April Holland Burke, Bogart & Brownell Insurance, Inc. PHONE -8888 Ext: (561)392-8888 p� Na):(561)750-9134 181 Crawford Blvd. ADDRESS:aholland@bbbins.ccm PRODUCER 00001405 Boca Raton FL 33432 INSURER(S)AFFORDING COVERAGE NAIC# INSURED INSURERA:National Casualty Co. INSURER B David Miller & Associates, P.A. INSURER C: 1660 Southern Blvd INSURER D: Suite #Q INSURER E West Palm Beach FL 33406 INSURER F: COVERAGES CERTIFICATE NUMBER:11-12 Prof Liability REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY SE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR AOUL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSR WVD POLICY NUMBER MMfDDfYYYY MMIDDIYYYY LIMITS GENERAL LIABILITY - EACH OCCURRENCE $ 500,001) X COMMERCIAL GENERAL LIABILITY DAMAGE TD RENTED PREMISES Ea occurrence $ A X CLAIMS-MADE OCCUR hRO0003962 12/1/2011 12/1/2012 MED EXP(Any one person) $ X Full Prior Acts PER30NAL&ADVINJURY $ X $5,000 Deductible GENERAL AGGREGATE $ 500,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG S X POLICY JECT LOG $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ (Ea accident) ANY AUTO BODILY INJURY(Per person) $ ALL OWNED AUTOS BODILY INJURY(Per accident) $ SCHEDULED AUTOS PROPERTY DAMAGE $ HIRED AUTOS (Per accident) NON-OWNED AUTOS $ $ UMBRELLA L,IAB OCCUR EACH OCCURRENCE $ EXCESS LIAR HCLAIMS-MADE AGGREGATE $ DEDUCTIBLE $ RETENTION $ $ WORKERS COMPENSATION WC STATU- - OTH- AND EMPLOYERS'LIABILITY YIN TORY LIMITS ER ANY PR0PPIETORIPAR7NER/FXECU7IVF❑ N 1 A E.L.EACH ACCIDENT $ OFFICERIMEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYE S If yes,describe under DESCRIPTION OF OPERATIONS below EL DISEASE-POLICY LIMIT S DESCRIPTION OF OPERATIONS 1 LOCATIONS I VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if mare space is required) Project: 2012 General Architectural Agreement CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Delray Beach ACCORDANCE WITH THE POLICY PROVISIONS. 434 S. Swinton Delray Beach, FL 33444 AUTHORIZED REPRESENTATIVE Lee Burke/HMT ACORD 25(2009/09) ©'19813-20U9 ACORD CORPORATION. All rights reserved. INS025(200909) The ACORD name and logo are registered marks of ACORD City of Delray Beach General Architectural Design Services AGREEMENT FOR GENERAL CONSULTING SERVICES THIS AGREEMENT, made and entered into this day of n1'���:j'�C i t. __,L- -_, by and between the CITY of Delray Beach, Florida, hereinafter referred to as "CITY", and Walters Zackria Associates, PLLC, hereinafter referred to as "CONSULTANT". WITNESSETH: WHEREAS, the CITY has provided notice of the desired professional services and carried out the proper selection process pursuant to and in accordance with the Consultant's Competitive Negotiation Act; and, WHEREAS, the CITY represents that it is a Florida municipal corporation with the authority to engage the CONSULTANT and accept the obligation for payment for the services desired; and, WHEREAS, the CITY desires to engage the CONSULTANT to perform certain professional services pertinent to such work in accordance with this AGREEMENT and with SERVICE AUTHORIZATIONS to be issued at the time of or subsequent to execution of this AGREEMENT; and WHEREAS, this AGREEMENT does not entitle the CONSULTANT to any fees for any particular project without first receiving a Service Authorization; and WHEREAS, the CONSULTANT desires to provide such professional services in accordance with this AGREEMENT and SERVICE AUTHORIZATIONS. NOW, THEREFORE, in consideration of the premises and the mutual benefits which will accrue to the parties hereto in carrying out the terms of this AGREEMENT, it is mutually understood and agreed as follows: I. DEFINITIONS; GENERAL CONDITIONS A. THE SCOPE OF WORK is to be implemented in phases as set forth by this Agreement and by SERVICE AUTHORIZATIONS, which are attached hereto and made a part hereof, and as also may be added as approved by the City from time to time. B. A SERVICE AUTHORIZATION is a form to be used to authorize work, projects, and services. The form shall be executed by the CITY'S and CONSULTANT'S representatives. A CITY purchase order number shall be identified on the form. The purchase order authorization is established in the CITY Code of Ordinances with provisions for expenditure levels of approval authorizations. A sample form of the service authorization is attached as Exhibit "A" to this AGREEMENT. The projects, work, and services to be performed by the CONSULTANT, and time for completion of the particular phase of the work by CONSULTANT, shall be authorized by a SERVICE AUTHORIZATION. The SERVICE AUTHORIZATION shall include the scope of work to be performed; the budget cost, complete with an itemization of man-hours, wage rates, reimbursable expenses, and other related costs; schedule for completion and name of project manager. The SERVICE AUTHORIZATION shall be signed by the CITY and the CONSULTANT'S authorized representative. A CITY purchase order shall be issued with Page 10 of 38 City of Delray Beach General Architectural Consulting Services authorization identifying funds and amount of expenditures. The terms of this AGREEMENT supersede the terns stated on the purchase order. C. PHASES: A phased approach may be utilized. The City and the Consultant shall have the right to negotiate the terms of each phase as contained within each service authorization., and to reject any service authorization, if the parties cannot agree to the terns of the service authorization. In the event the parties cannot agree. the city may select the next ranked proposer or go out for additional proposals in order to complete the subsequent phase(s) of the project. This phased approach shall not waive the City's right to terminate the Consultant's contract during any phase of the project. II. GENERAL DUTIES OF CONSULTANT A. The relationship of the CONSULTANT to the CITY will be that of a professional CONSULTANT, and the CONSULTANT will provide the professional and technical services required under this AGREEMENT in accordance with acceptable professional practices and ethical standards. No employer/employee relationships shall be deemed to be established and the CONSULTANT, its agents, subcontractors, and employees shall be independent contractors at all times. B. Professional and Tecluaical Services. It shall be the responsibility of the CONSULTANT to wort. «with the CITY and apprise it of solutions to problems and the approach or technique to be used towards accomplish- ment of the CITY'S objectives as set forth ill SERVICE AUTHORIZATIONS, which will be made a part of tl.is AGREEMENT upon execution by both parties. C. The scope of services to be provided shall be covered in detail ill SERVICE AUTHORIZATIONS. D. The City has established a budget for each project awarded to CONSULTANT. The CONSULTANT shall be responsible for providing, at no additional cost to the City.new designs, drawings, specifications, reports and other applicable services if the budget for the entire project is exceeded during and up to completion of the design phase of the project; however, nothing contained herein shall require the CONSULTANT to bear additional costs if the additional costs are a result of a change inl the scope of services directed by the City. E. The CONSULTANT shall be responsible for the professional quality, teel-ii.ical accuracy, timely completion, compliance with regulations and rules, and the coordination with all appropriate agencies of all designs, drawings, specifications, reports and other services furnished by the CONSULTANT Linder this AGREEMENT. If the CITY determines there are any errors. omissions or other deficiencies in the CONSULTANT'S designs, drawings, specifications, reports and other services, the CONSULTANT shall. without additional compensation,correct or revise said errors or omissions to the satisfaction of the CITY. F. Approval by the CITY of drawings, designs, specifications. reports and incidental professional services or materials furnished hereunder shall not in any way relieve the CONSULTANT of responsibility for the technical adequacy of its work. The CITY'S review, approval or acceptance of, or payment for, any of the services shall not be construed to operate as a waiver of any rights Page 2 of 30 City of Delray Beach General Architectural Consulting Services under this AGREEMENT or of any cause of action arising out of the performance of this AGREEMENT. G. The CONSULTANT and its subconsultants shall have no responsibility for the discovery, presence, handling or removal or disposal of or exposure of persons to hazardous materials in any form existing prior to construction at the project site, including but not limited to asbestos, asbestos products,polychlorinated biphenyl (PCB) or any other toxic substances. H. The CONSULTANT designates Abbas Zackria, as its representative to act as liaison with the CITY. The representative shall manage and coordinate CITY projects and is hereby authorized to act on behalf of the CONSULTANT to negotiate and approve SERVICE AUTHORIZATIONS and act on any other related matter with respect to performance of services for the CITY in accordance with the AGREEMENT. Any change to name another person shall be requested in writing to the CITY, and shall be approved by the City. I. CONSULTANT shall attend all meetings, as specified or as defined in each SERVICE AUTHORIZATION of the City Commission or any City approval Board, where the project is discussed, unless the City's representative declares such attendance and participation is not necessary. In addition, the CONSULTANT shall attend all additional meetings as may be required to facilitate the project. III. DUTIES OF CONSULTANT: The following Duties of CONSULTANT are separated into phases of the project, which if approved via SERVICE AUTHORIZATIONS shall be performed by the CONSULTANT. The City may require SERVICE AUTHORIZATIONS, which contain additional requirements applicable to the project. The City must authorize through service authorizations, the commencement of each phase of the work. A. Phase I— Study and Report Phase. If the Study and Report Phase is authorized, the following requirements shall apply. 1. The CONSULTANT shall consult with the CITY to clarify and define the CITY'S requirements for the Project and review available data. 2. The CONSULTANT shall advise the CITY as to the necessity of the CITY'S providing or obtaining from others, data or services. 3. The CONSULTANT shall identify and analyze permit and approval requirements of all governmental authorities having jurisdiction to approve either the design of the Project and participate in consultations with such authorities. 4. The CONSULTANT shall provide analyses of the CITY"S needs, planning surveys, site evaluations and comparative studies of prospective sites and solutions. 5. The CONSULTANT shall provide a general economic analysis of Owner's requirements applicable to various alternatives. Page 3 of 3 0 City of Delray Beach General.Architectural Consultim Services 6, The CONSULTANT shall prepare a Report containing schematic layouts, sketches and conceptual design criteria with appropriate exhibits to indicate clearly the eonsideratiot'is involved (including applicable requirements of governmental authorities having jurisdiction as aforesaid) and the alternative solutions available to the CITY and setting forth CONSULTANT'S findings and reconiniendations. This Report will be accompanied by CONSULTANT'S pre-design estimate of probable costs for the Project, including, but not limited to the following, which will be separately itemized: Construction Cost, allowance for engineering costs and contingencies allowances for such other items, such as charges of alI other professionals and consultants, for the cost of land and rights-of-way. for compensation for or damages to properties, and for permit, review and/or approval fees by other governnanental agencies, if required. The CONSULTANT shall also provide a preliminary evaluation of the City's Project Schedule, The City's Project Schedule and probable construction costs shall be evaluated and updated throughout subsequent phases of the work. 7. The CONSULTANT shall furnish the number of copies of the Study and Report documents as provided in the SERVICE AUTHORIZATION and review them with the CITY. B. Phase If—Preliminary Design Phase. If the Preliminary Design Phase is authorized, the following requirements will apply: 1. The CONSULTANT, in consultation with the CITY shall determine the general scope, extent and character of the Project. 2. Prepare Preliminary Designs documents consisting of final design criteria, preliminary drawings, outline specifications and written descriptions of the Project. 3. Advise the CITY if additional data or services are necessary and assist the CITY in obtaining such data and services. 4. Furnish the specified number of copies of the above Preliminary Design documents as contained 'within the SERVICE AUTHORIZATION and present and review them with the CITY. 5. The CONSULTANT shall subs-it to the CITY a preliminary estimate of construction costs based on current area, volcanic or other twit costs, which shall be updated throughout lie design development phase. 6. The CONSUL'T'ANT shall prepare a. development schedule, which shall include, but shall not be limited to, the review and approval times by all governmental agencies as play be required.. 7. The CONSULTANT shall nuke available all design calculations and associated Data, and participate in meetings in which Value Engineering Analysis of the project takes place, at such times and places as shall be determined by the CITY. C. Phase III. Final Design Phase. If the Final Design Phase is authorized, the following requirements shall apply: Pa-e 4 of 30 City of Delray Beach General Architectural Cotlstifdiig Services I. The CONSULTANT shall prepare construction documents which shall include but not be limited to drawings and technical specifications, general and supplementary conditions, hid forms, invitations to bid, instructions to bidders, with tecluiical criteria, descriptions and designs data necessary for permitting by governmental authorities, and shall include any further adjustments in the scope or duality of the project or in the construction budget authorized by the City. 2, The CONSULTANT shall, in the preparation of construction documents, technical criteria, written descriptions and design data. take into accowit all currently prevailing codes and regulations gover ung construction in the City of Delray Beach, Florida_ and shall meet the requirements of all other agencies or goverimaental authorities having jurisdiction over the proj ect. 3. The CONSULTANT shall prepare a detailed opinion of probable cost in accordance with paragraph I.C, which shall be reviewed by the CITY prior to going out for bids. 4. The CONSULTANT shall provide the required documents and attend meetings as necessary, for the approval of govenhnhental boards, agencies or authorities having jurisdiction over the prof ect. 5. The CONSULTANT shall use bid docurnents provided by the CITY including bidding forms, conditions of the contract, and form of AGREEMENT between the CITY and CONTRACTOR. 6. The CONSULTANT shall prepare all documents including design and plan revisions required for the approval of govermnental authorities having jurisdiction over the project. Said approvals are required prior to the public notice for the Invitation to Bid and submission of' applications,therefore are the responsibility of the CONSULTANT. 7. The CONSULTANT shall provide the CITY the number of copies of contract documents as specified in the service authorization. D. Phase IV — Bidding/Negotiation Phase. If the bidding phase is authorized, the following requirements shall apply: I. The CONSULTANT shall assist the CITY in obtaining the bids or negotiated proposals, assist in awarding and preparing contracts for construction, attend pre-bid conferences, prepare addenda, provide written reconhnhendation of award, assist in the compilation/preparation of contract documents, and after the award assist the CITY in securing the required bonds and. certificates of insurance, and in the review of the contract docuunents for completeness. 2. The CONSULTANT shall attend the bid opening, prepare bid tabulation sheets and assist the CITY in evaluating Bids or proposals and in assembling and awarding contracts for construction, materials, equipment and services. 3. The CONSULTANT shall issue addenda as appropriate to interpret, clarify or expand the Bidding Documents. 4. The CONSULTANT shall consult with and advise the CITY as to the acceptability of subcontractors, suppliers and other persons and organizations proposed by the prime contractor(s) (herein called CONTRACTOR(S) for those portions of the work as to which such acceptability is required by the Bidding Documents. Page 3 of A City of Delray leach General Architecturai Coiisrilting Services 5. Consult with the CITY concerning and determine the acceptability of substitute materials and equipment prior to the award of contracts is allowed by the Bidding Documents, E. Phase V — Construction Phase. If Contract Administration is authorized, the following requirements shall apply: 1. The CONSULTANT shall provide administration of the contract for construction as set forth herein and as contained Witt n the general conditions of the contract for construction. 2. The CONSULTANT shall be a representative of and shall advise and consult with the CITY during construction and until final payment to the contractor is due. The CONSULTANT shall have authority to act on behalf of the CITY only to the extent provided in this AGREEMENT and as provided in the contract for construction unless otherwise modified by written instrument. 3. The CONSULTANT shall visit the site at regular intervals appropriate to the stage of construction or as othervAdse agreed to by the CITY and the CONSULTANT, in writing, to become generally fanniliar with the progress and quality of the work completed and shall determine in general if the work is being performed in a manner indicating that the work when completed Will be in accordance with the contract documents. The CONSULTANT shall be required to make on-site observations to review the work. The CONSULTANT shall keep the CITY informed of the progress and quality of the work and shall provide certification to the CITY of satisfactory completion of all phases of the work in compliance with the plans, specifications thereto. 4. The CONSULTANT shall not have control over or charge of and shall not be responsible for construction means, methods, techniques, sequences or procedures of construction or for safety precautions and programs in connection with the work, since these are solely the CONTRACTOR'S responsibility under the contract for construction. The CONSULTANT shall make every reasonable effort to ensure that the CONTRACTOR completes the work in accordance with the current approved schedule and carries out the work in accordance with the Contract documents. 5. The CONSULTANT based on observations and evaluations of CONTRACTOR'S applications for payment shall review and certify the amounts due the CONTRACTOR. 6. The CONSULTANT'S certification for payment shall constitute a representation to the CITY, based on the CONSULTANT'S observations at the site as provided herein and on the data comprising the CONTRACTOR'S application for payment, that the work has progressed.to the point indicated and that, to the best of the CONSULTANT'S knowledge, information, and belief, the quality and quantity of the work is the accordance with the contract documents. The foregoing representations are subject to an evaluation of the work for conformance with the contract documents upon substantial completion,to results of subsequent tests and inspections, to minor deviations from the contract documents, correctable prior to completion and to specific qualifications expressed by the CONSULTANT. The issuance of the certificate of payment shall further constitute a representation that the CONSULTANT has made observations to review the quality or quantity of the work. 7. The CONSULTANT shall recommend disapproval or rejection of CONTRACTOR'S work to the CITY. which does not conforiz to the contract documents. The CONSULTANT will have authority to require additional inspection or testing of the work in accordance with the Page 6 of 30 City of Delray Beach General Architectural Consulting,Services provisions of the contract documents, whether or not work is fabricated, installed. or completed. 8. The CONSULTANT shall review and approve or take other appropriate action upon CONTRACTOR'S submittals, such as shop drawings, product data, and samples for the purpose of checking for conformance with information given and the design concept expressed in the contract dOCUMC�nt5. The CONSULTANT shall evaluate and determine the acceptability of substitute materials and equipment proposed by CONTRACTORS. 9. The CONSUL'T'ANT shall prepare change orders and construction change directives with supporting documentation and data if deemed necessary bye the CONSULTANT, for the CITY'S approval and execution in accordance with the contract documents, and may authorized n-iinor changes in the work not involving an adjustment in the contract tinge. which is consistent with the intent of the contract documents. 10. The CONSULTANT shall conduct inspections to detemnine the date or dates of substantial completion and the date of final completion, shall receive and forward to the CITY for the CITY'S review and records, written warranties and related documents required by the contract documents and assembled by the CONTRACTOR and shall issue a final certificate for payment upon compliance with the requirements of the contract documents. 11. The CONSULTANT shall interpret natters concerning performance of the CITY and CONTRACTOR under the requirements of the contract documents on written request of either the CITY or CONTRACTOR. The CONSULTANT'S response to such requests shall be made with reasonable promptness and within any time limits agreed upon. 12. Interpretations of the CONSULTANT shall be consistent with the intent of and reasonably inferable frorn the contract documents and shall be in writing or in the form of drawings. When making such interpretations, the CONSULTANT shall endeavor to secure faithful performance by both the CITY and the CONTRACTOR. 13. The CITY shall be the final arbiter on inatters relating to aesthetics. 14. The CONSULTANT shall render written interpretations within a reasonable time on all internal disputes between the CITY and CONTRACTOR relating to the execution of the progress of the work as provided in the contract documents. 15. The CONSULTANT"S interpretations on internal disputes are not binding on the CITY and CONTRACTOR relating to the execution of the progress of the work as provided in the contract documents. 16. The CONSULTANT shall provide the number of sets of the construction documents to the CONTRACTOR as specified in the SERVICE AUTHORIZATION. 17. Upon completion of construction the CONSULTANT shall provide to the CITY, three sets of record drawings, signed and sealed; plus one set of mylars incorporating as built conditions and other data furnished by contractor(s)to CONSULTANT. 18. In company with the City, the CONSULTANT shall visit the Project to observe any apparent. defects In the completed construction, assist the CITY in consultations and discussions with CONTRACTOR(S) concerning correction of such deficiencies. and make recommendations as to replacement or correction of defection work. Page 7 of 30 City of Delray Beach General Architectural Comultin, Services F. Phase VI—Resident Project Representative Services Phase If the Resident Project Representative Services Phase is authorized the following requirements shall apply: A. A Resident Project Representative will be assigned to assist CONSULTANT in carrying out his responsibilities to CITY at the site. Resident Project Representative is CONSULTANT'S agent at site. will act as directed by and under the supervision of CONSULTANT, and will confer with CONSUL'T'ANT regarding Resident Representative's actions. Resident Representative's dealing in matters pertaining to the on-site work shall in general be with CONSULTANT and CONTRACTOR keeping the CITY advised as necessary. Resident Project Representative's dealings with subcontractors shall only be through or with the full knowledge and approval of CONTRACTOR. Resident Project Representative shall generally communicate with the CITY with the knowledge of and under the direction of CONSULTANT. B. Resident Project Representative shall where applicable: I. Review the progress schedule, schedule of Shop Drawing submittals and schedule of values prepared by CONTRACTOR and consult with CONSULTANT concerning its general acceptability. 2. Attend meetings with CONTRACTOR, such as preconstruction conferences, progress meetings,job conferences and other project-related meetings, and prepare and circulate copies of minutes thereof. 3. Working principally through CONTRACTOR'S superintendent, assist CONSULTANT in serving as the City's liaison with CONTRACTOR, when CONTRACTOR"S operations affect the CITY'S on- site operations. 4. Assist in obtaining from the CITY additional details or information, when required for proper execution of the Work. 5. Record date of receipt of Shop Drawings and samples. 6. Receive samples, which are ftu-nished at the site by CONTRACTOR, and notify the CONSULTANT of availability of samples for examination. 7. Advise the CONSULTANT and CONTRACTOR of the commencement of any Work requiring a Shop Drawing, if the submittal has not been approved by the CONSULTANT. 8. Conduct on-site observations of the Work in progress to assist the CONSULTANT in determining if the Work is, in general, proceeding in accordance with the Contract Documents. 9. Report to the CONSULTANT whenever Residential Project Representative believes that any Work is unsatisfactory, faulty or defective or does not conforrn to the Contract Documents; or has been damaged, or does not meet the requirements of any inspection, test or approval required to be made. AdJTise the CONSULTANT of Work that Resident Project Representative believes should be uncovered for observation, or requires ,special testing, inspection or approval. Nothing herein shall relieve the CONTRACTOR or the CONSULTANT from the duties unposed by the contract. 10. Verify that tests, equipment and systems startups, and operating and maintenance training are conducted in the presence of appropriate personnel, and that CONTRACTOR maintains adequate records thereof_ and observe, record and report to the CONSULTANT appropriate details relative to the test procedures and startups. 11. Accompany visiting inspectors representing public or other agencies having jurisdiction over the Project, record the results of these inspections and report to the CONSULTANT. Pa,e 8 of 30 City of Delray Beach General Architectural Consulting Services 12. Report to CONSULTANT when clarifications and interpretations of the Contract Documents are needed and transmit to CONTRACTOR clarifications and inteipretations as issued by the CONSULTANT. 13. Consider and evaluate CONTRACTOR'S suggestions for modifications in Drawings or Specifications and report with Resident Project Representative's recommendations to the CONSULTANT. Transmit to CONTRACTOR decisions as issued by the CONSULTANT. 14. Maintain at the job site orderly files for correspondence, reports of job conferences, Shop Drawings and samples, reproductions of original Contract Documents.. including all Work Directive Changes, Addenda, Change Orders, Field Orders. additional Drawings issued subsequent to the execution of the Contract, CONSULTANT'S clarifications and interpretations of the Contract Documents, progress reports, and other Project related documents 15. Keep a diary or log boob, recording CONTRACTOR hours on the job site, weather conditions, data relative to questions of Work Directive Changes. Change Orders or changed conditions, list of job site visitors, daily activities, decisions, observations in general, and specific observations in more detail as in the case of observing test procedures; and send copies to the CONSULTANT. 16. Record all names, addresses and telephone numbers of the CONTRACTOR, all subcontractors and major suppliers of material and equipment. 17. Furnish the CONSULTANT periodic reports as required of progress of the Work of the CONTRACTOR'S compliance with the progress schedule and schedule- of Shop Drawing and sample submittals. 18. Consult with the CONSULTANT in advance of schedule major tests, inspections or start of important phases of the Work. 19. Draft proposed Change Orders and 'Vork Directive Changes, obtaining backup materials from CONTRACTOR and recommend to the CONSULTANT, Change Orders, Work Directive Changes, and Field Orders. 20. Report immediately to the CONSULTANT and the CITY upon the occurrence of any accident. 21. Revicl.�- applications for payment with CONTRACTOR for compliance with the established procedure for their submission and forward with recommendations to the CONSULTANT noting particularly the relationship of the payment requested to the schedule of values, Work completed and materials and equipment delivered at the site, but not incorporated in the Work. 22. During the course of the work, verify that certificates, maintenance and operation manuals and other data required to be assembled and fumished by CONTRACTOR are applicable to the items actually installed and in accordance -with the Contract Documents, and have this material delivered to the CONSULTANT for review and forwarding to CITY prior to final payment for the Work. 23. Before the CONSULTANT issues a Certificate of Substantial Completion, submit to CONTRAC'T'OR a list of observed items requiring cornpletion or correction. 24. Conduct final inspection in the company of the CONSULTANT, the CITY and the CONTRACTOR and prepare a final list of items to be completed or corrected. 25. Observe that all items on final list ha57e been completed or corrected and make recommendations to the CONSULTANT concerning acceptance. Paue 9 of 30 City of Delray Beach General nrchitectura.l C0135W1till- Services C. The Resident Project Representative shall not: 1. Authorize any deviation firom the Contract Documents or substitution of materials or equipment. ?. Exceed limitations of the CONSULTANT'S authority as set forth in the Contract Doc�iments. 3. Undertake any of the responsibilities of CONTRACTOR, subcontractors. or CONTRACTOR'S superintendent. d. Advise on, issue directions regarding or assume control over any aspect of the means, methods, techniques, sequences or procedures of construction unless such advice or directions are specifically required by the Contract Documents. 5. Advise on, issue directions regarding or assume control over safety precautions and programs in connection with the Work. G. Accept Shop Drawing or sample submittals, from anyone other than CONTRACTOR. 7. Authorize the CITY to occupy the Project in whole or in part. S. Participate in specialized held or laboratory tests or inspections conducted by others except as specifically authorized by the CONSULTANT. IV. DATA AND SERVICES TO BE PROVIDED BY THE CITY The CITY shall provide the following: A. Furnish or cause to be furnished such reports, studies, instruments, documents, and other information as the CONSULTANT and CITY mutually deem necessary and which are Colder control of the CITY. B. Other data and services to be agreed upon in subsequent SERVICE AUTHOR]ZATIONS. C. Pay for all legal advertisements incidental to obtaining bids or proposals from contractors. D. The CITY Manager or his designee shall act as the CITY'S representative with respect to the work to be performed taider this AGREEMENT. The CITY Manager or his designee shall have the authority to the extent authorized by the CITY Charter and Code of Ordinances to exercise the rights and responsibilities of the CITY provided in this contract. Said authority may include but is not limited to: transmit instructions, stop work, receive information, interpret CITY'S policies and decisions with respect to materi- als, equipment, elements, and systems pertinent to the services coi eyed by this AGREEMENT. T. Pay all permit application filing fees. F. Provide access to CITY facilities. Page 10 of 30 City of Delray Beach General Architectural Consulting Services V. TIME OF PERFORMANCE A. The CONSULTANT will begin work promptly after issuance of a Notice to Proceed. B. The CONSULTANT'S services called for under the AGREEMENT shall be completed in accordance with the schedule contained in each SERVICE AUTHORIZATION. If the CONSULTANT'S services are unreasonably delayed by the CITY in excess of 180 days, the time o['performance and compensation shall be renegotiated, provided; however, the CONSULTANT as a condition precedent to renegotiations shall notify the City within fifteen (1 5) calendar days at the end of the delay of CONSULTANT'S proposed additional costs incurred by reason of said delay. VI. AGREEMENT PERIOD The agreement shall be for two (2) years with the right to renew for three (3) one (1) year extensions. Each one year renewal will be at the City's discretion. However, the agreement shall extend until all Service Authorizations are completed. Each Service Authorization shall delineate a time for completion of the services to be rendered VII. COMPENSATION A. The CITY will compensate the CONSULTANT for the services performed on each SERVICE AUTHORIZATION in accordance with a negotiated lump sum, or a not to exceed budgeted amount based on time charges which are based upon hourly rates, plus reimbursable expenses if compensation is based on Method II and other related costs as are specified in the SERVICE AUTHORIZATION. 1. METHOD I - LUMP SUM Lump Sung Amount. Wherever possible, the scope of services for Sei-vices, Projects or Programs shall be thoroughly defined and outlined prior to its authorization. The CITY and CONSULTANT shall mutually agree to a lump sum amount for services to be rendered and a detailed scope of services. Should the CITY deem that a change in the scope of services is appropriate, then a decrease or increase in compensation shall be authorized in writing. In lump sure contracts, the CONSULTANT shall submit the estimated plan-hours, wage rates and other actual unit costs supporting the compensation. The CONSULTANT shall subii-iit a truth in negotiation certificate stating that all data supporting the compensation is accurate, complete and current at the time of contracting. Hourly rates included in the estimated man-hours shall not exceed established hourly rates as drown in Exhibit B attached hereto, plus reimbursable expenses and other related costs. Page 1 I of 30 City of Delray Beach General Architectural Consulting Services 2. METHOD II - TIMES CHARGES/ NOT TO EXCEED BUDGETED AMOUNT Con-tputatiOD of Time Char�es/Not to Exceed Amount. When a service is to be compensated for on a.time charge/not to exceed basis, the CONSULTANT will submit a not to exceed budget cost to the CITY for prior approval based on actual time charges which shall not exceed established hourly rates as shown in Exhibit B attached hereto, plus reimbursable expenses and other related costs. The CITY shall not be obligated to reimburse the CONSULTANT for costs incurred in excess of the not to exceed cost amount. a. The CITY agrees to pay the CONSULTANT compensation for services rendered based upon the established raw hourly salary rates as shown in Exhibit B for services rendered on CITY projects multiplied by an overhead factor not to exceed 3.0, which includes profit not to exceed ten percent (10%) and may be subject to audit. The Schedule of hourly rates as set forth in Exhibit B will not be adjusted during the initial two (2) year agreement. The rates in Exhibit B may be considered for adjusted after the initial two (2) year agreement; however the adjustment n3av not exceed more than five percent (5%) within any twelve (12) month period and will require written agreement of both parties. A newly revised Exhibit B must be submitted for approval. b. In addition, the CITY shall pay for reimbursable expenses invoiced at the actual cost of expenditures incurred by the CONSULTANT if provided in the SERVICE AUTHORIZATION as follows: (1) Actual expense of transportation and lodging in accordance with CITY policy in effect at the time of travel when traveling in connection with each SERVICE AUTHORIZATION, express courier charges, and permit fees paid for securing approval of authorities having jurisdiction over the project. (2) Actual expense of reproductions, of Drawings and Specifications including duplicate sets of the completion of each SERVICE AUTHORIZATION for the CITY'S review and approval. (3) Actual expenses of testing, laboratory, services,and field equipment. (4) Actual expense of overtime work requiring higher than regular rates, when authorized by the CITY. (5) Actual expense of Auto Travel at the established CITY rate per mile for travel outside Palm Beach County. B. Subcontractual service shall be invoiced at the actual fees paid by the CONSULTANT, plus an additional ten percent (10%) of the cost of these services to compensate CONSULTANT, for the Pip 12 of 30 City of Delray Beach Generat Architectural Consulting Services procuring and management of the sub-consultant, and for the other financial and administrative costs. Subcontractual services shall be approved by the CITY in writing prior to performance of the subcontractual work. C. Total Compensatiozi (including, but not limited to compensation for sub-consultants) for all services and expenses shall not exceed the budget cost listed upon each SERVICE AUTHORIZATION,without written approval. D. If the CITY determines that any price for services, however calculated provided by the CONSULTANT, including profit, negotiated in connection with this AGREEMENT or any cost reimbursable under this AGREEMENT was increased by airy significant sums because the CONSULTANT or any subcontractor furnished incomplete or inaccurate costs or pricing data, then such price or cost or profit shall be reduced accordingly and the SERVICE AUTHORIZATION shall be reduced accordingly and the SERVICE AU`T'HORIZATION shall be modified in ivriting to reflect such reduction. VIII.PAYMENT The CITY agrees that it will use its best effort to pay the CONSULTANT within thirty (30) calendar days from presentation of the CONSULTANT'S itemized report and invoice and approval of the CITY'S representative, unless additional time for processing is rcgtured for payments for basic services, subcontractual services, and reimbursable expenses as defined in Section VII. The CONSULTANT shall submit monthly invoices, as required in the SERVICE AUTHORIZATION, which shall include a report of work completed during the respective invoice period. Invoices shall be in a format consistent with that shown in Exhibit C. The report shall be adequate in detail to describe work progress (% complete for each task) and written summaries of work completed. No payment request shall exceed the value of work and services performed by the CONSULTANT under the SERVICE AUTHORIZATION. IX. MISCELLANEOUS PROVISIONS A. Ownersliip Documents: All reproducible mylar drawings and CADD disks in a format compatible with CITY'S Computer system shall be given to the CITY. Details, design calculations, and all other documents and plans that result from the CONSULTANT'S SERVICES under this AGREEMENT shall become and remain the property of the CITY, including copyright rights, whether the project is completed or not, and will be delivered to the CITY upon demand. CONSULTANT reserves the right to retain a copy of all such documents for record purposes. Where such documents are required to be filed with governmental agencies, the CONSULTANT will furnish copies to the CITY upon request. The contract work is represented by hard copy documentation, software, is provided to the CITY for convenience only. B. Copies of Documents: The CONSULTANT shall prepare sufficient copies of all documents necessary to obtain approval through the City's processes, as well as other governmental authorities.. The CITY aclulowledtoes that the materials cited in Paragraph IX A. and other data provided in connection Page 13 of 30 City of Delray Beach General Architectr7ral Consulting Services with this Agreement which are provided by the CONSULTANT are not intended for use in connection with any project other than the project for which such materials are prepared. Any use by the CITY of such materials in comlection with a project other than that for which such materials were prepared without prior vv itten consent and adaptation by the CONSULTANT shall be at the CITY'S sole risk, and the CONSULTANT shall have no responsibility or liability therefore. C. Insurance: Without limiting any of the other obligations or liabilities of the CONSULTANT, the CONSULTANT shall. at his own expense, provide and maintain in force, until all of its services to be performed under this AGREEMENT have been completed and accepted by the CITY (or for such duration as it otherwise specified hereinafter), the following insurance coverages: 1. Worker's Compensation Insurance to apply to all o[' the CONSULTANT'S ernployees in compliance with the "Worker's Compensation Law" of the State of Florida and all applicable Federal Laws. A.Employer's Liability with limits of$100,000 per person. $500,000 per occurrence and $100,000 per each disease. 2. Comprehensive General Liability with minimum limits of one million dollars ($1,000,000.00) per occurrence combined single limit for Bodily Injury Liability and Property Damage Liability. Coverage must be afforded on a form no more restrictive than the latest edition of the Comprehensive General Liability policy, without restrictive endorsements other than ISO Endorsement GL 21 06 (Engineers, Architects, or Surveyors Professional Liability exclusion), as Filed by the Insurance Services Office and must include: a. Premises and/or Operations b. Independent Contractors c. Products and Completed Operations - CONSULTANTS shall maintain in force until at least three years after completion of all services required under this AGREEMENT, coverage for Products and Completed Operations, including Broad Form Property Damage. d. Broad Form Property Damage e. Contractual Coverage applicable to this specific AGREEMENT. f. Personal Injury Coverage with minimum limits of coverage equal to those required for Bodily Injury Liability. 3. Business Automobile Liability with n-unimum limits of three hundred thousand dollars ($300,000.00) per occurrence combined single limit for Bodily Injury Liability and Property Damage Liability. Coverage must be afforded on a form no more restrictive than the latest edition of the Business Automobile- Liability policy, without restrictive endorsements, as filed by the Insurance Services Office and must include: Page 14 of 30 Cit;, of Delray Beach General Architectural Consultinv Services a. Owned Vehicles b. Mired and Non-Owned Vehicles c. Ennployers'Non-Ownership 4. Professional Liability Insurance with minimum limits per occurrence applicable to CITY projects as follows: Construction Cost Range Limit a. 0 - 99,000 250,000 b. 100,000 - 299,000 500,000 c. 300,000 - 499,000 750.,000 d. 500,000 - Above 1,000,000 Coverage shall be afforded on a form acceptable to the CITY. CONSULTANT shall maintain such professional liability insurance until at least one year after a Certificate of Occupancy is issued. CONSULTANT shall insure that sub-consultants used for any portion of the project, maintain adequate levels of Professional Liability Insurance. 5. Prior to commencement of services, the CONSULTANT shall provide to the CITY Certificates of Insurance evidencing the insurance coverage specified in the foregoing Paragraphs C1, C2, C3, C4. All policies covered within subparagraphs C1, C2, Ca, C4, shall be endorsed to provide the CITY with thirty (30) days notice of cancellation and/or restriction. The CITY shall be named as an additional insured as to CONSULTANT'S liability on policies referenced in subparagraphs C2. The required Certificates of Insurance, shall not only name the types of policies provided, but also shall refer specifi- cally to this AGREEMENT and section and to the above paragraphs in accordance with which insurance is being 'urnished, and shall state that such insurance is as required by such paragraphs of this AGREEMENT. The CONSULTANT shall also make available to the CITY a certified copy of the professional liability insurance policy required by paragraph 4 above for the City's review. Upon request, the CONSULTANT shall provide copies of all other insurance policies. b. If the initial insurance policies required by this AGREEMENT expire prior to the completion of the services, renewal Certificates of Insurance of policies shall be furnished thirty (30) days prior to the date of their expiration. for Notice of Cancellation and/or Restriction; the policies must be endorsed to provide the CITY with thirty (30) days notice of cancellation and/or restriction. 7. The CONSULTANT'S insurance, including that applicable to the CITY as an Additional Insured, shall apply on a primarty basis. D. Litigation Services: It is understood and agreed that CONSULTANT'S services include reasonable participation in litigation or dispute resolution arising from this AGREEMENT. CONSULTANTS participation shall include up to 30 hours of services related to litigation or dispute resolution. Any such services in excess of 30 hours shall be an extra service. Page '15 of 30 City of Delray Beach General Architectural Constil6i.-Services E. Authority to Contract: The CITY represents that it is a Florida Municipal Corporation with the authority to engage the CONSULTANT for professional services described in the SERVICE AUTHORIZATIONS and to accept the obligation for payment for the services described in the SERVICE AUTHOR- IZATIONS. F. Assigmnent: The CITY and the CONSULTANT each binds itself and its successors, legal representatives, and assigns to the other party to this AGREEMENT and to the partners, successors, legal representatives, and assigns of such other party, in respect to all covenants of this AGREEMENT subject to budget considerations and requirements of law; and, neither the CITY nor the CONSULTANT will assign or transfer their interest in this AGREEMENT without the written consent of the other. G. Confidential Information: During all tinges that the CONSULTANT is employed on behalf of the CITY and at all times subsequent to the date of this contract, all discussions between the CITY and the CONSULTANT and all information developed or work products produced by the CONSULTANT during its employnment and all platters relevant to the business of the CITY not otherwise being a matter of public record shall be deemed to be confidential. All such information and work product shall be protected by the CONSUL'T'ANT and shall not be revealed to other persons without the express written permission of the CITY, unless mandated by order of the court. I L Non-Exclusive Contract: The CITY reserves the riglmt to award projects to other firms pursuant to the Florida Statutes Consultant's Competitive Negotiations Act during the period of service of the CONSULTANT. The CONSULTANT agrees to cooperate with the CITY and other firms in accomplishing work that may require joint efforts to accomplish the CITY'S goals. This cooperation, when requested by the CITY, will include but not be limited to: 1. Sharing technical information developed under contract with the CITY. 2. Joint meetings for project coordination. 3. Establish lines of conrniunication. 1. Subconsultartts: hi the event the CONSULTANT, during the course of the rt:ork under this AGREEMENT requires the services of any subcontractors or other professional associates in connection with Page 16 of 30 City of Delray Beach General Architectural Consulting Services services covered by this AGREEMENT, CONSULTANT must secure the prior written approval of the CITY. J. Notices: Whenever either party desires to give notice unto the other, it must be given by written notice, sent by registered United States mail, with return receipt requested, addressed to the party for whom it is intended at the place last written, as the place for giving of notice in compliance with the provisions of this paragraph. For the present, the parties designate the following as the respective places of giving of notice to wit: CITY of Delray Beach CITY MANAGER City of Delray Beach,Florida 100 NW 1 st Avenue Delray Beach, Florida 33444 CONSULTANT Robert S. Walters, AIA PA Walters Zackria Associates,PLLC 620 SE I't Street Fort Lauderdale, FL 33301 K. Attaclunents: Request for Qualifications is hereby incorporated within and made an integral part of this AGREEMENT. L. Truth-In-Negotiation Certificate: Signature of this AGREEMENT by CONSULTANT shall act as the execution of a truth in negotiation certificate stating that wage rates and other factual unit costs supporting the compensation of this AGREEMENT are accurate, complete, and current. The original contract price and any additions thereto shall be adjusted to exclude any significant sums by which the CITY determines the contract price was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit costs. M. Records: Page 17 of 3 0 City of DOray Beach General Architectural Coisulting Services Records of all expenses relative- to each SERVICE AUTHORIZATION shall be Dept on a generally recognized accounting basis and shall be available to the CITY or its authorized representative at mutually convenient times. N. Personnel: The CONSULTANT represents that it has or will secure, at its own expense, qualified personnel required in performing the services tinder this AGREEMENT. All wort: shall be performed under the direction of a professional, registered under- the State of Florida in the field for which he is responsible for performing such services_ The project rnnanager shall be approved by the CITY under each SERVICE AUTHORIZATION. Ivey project personnel will be identified for each project and expected to perform the work assignment as can reasonably be expected. O. Equal Opportunity.Employment: CONSULTANT agrees that it will not discriminate against any employee or applicant for employment for work under this Agreement because of race, color, religion, sex, age or national origin. Such action shall include, but not be limited to the following: employllrent, upgrading, demotion or transfer; recruitment advertising; lay-off or termination; rates of pay or other forms of compensation: and selection for training, including apprenticeship. The CONSULTANT agrees to post in conspicuous places, available to ennployees and applicants for employment, notices setting forth this non-discrimination clause. This provision applies to all CONSULTANT'S subcontractors and it is the responsibility of CONSULTANT to ensure subcontractor's compliance. P. Prohibition Against Contingent Fees: The CONSULTANT warrants that he has not employed or retained any connpany or person, other than a bona fide employee working solely for the CONSULTANT, to solicit or secure this AGREEMENT, and that he has not paid or agreed to pay any persons, company, corporation, individual or fin n, other than a bona fide employee working solely for the CONSULTANT airy fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award or making of this AGREEMENT. Q. Termination: This AGREEMENT may be teiaminated by either party by seven (7) calendar days prior written notice, in the event of substantial failure to perform in accordance with the terms hereof by the other party through no fault of the tenininating party. The CITY shall have the right to terminate this AGREEMENT for convenience at any time by thirty (30) calendar days written notice to the consultant. h1 the event the project described in an_y SERVICE AUTHORIZATION, or the services of the CONSULTANT called for under any SERVICE AUTHORIZATION, is or are suspended, canceled, or abandoned by the CITY, the CONSULTANT shall be given five days prior written notice of such action and shall be compensated for the professional services provided and reimbursable expenses incurred Lip to the date of suspension., cancellation or abandonment. The CONSULTANT agrees to provide all documents to the CITY (specifically those referenced in paragraph IX.A. Further, prior to the CONSULTANT'S destruction of any of the above referenced documents, the CITY shall be notified and allowed a reasonable period to Page I8 of 30 City of Delray Beach General Architectural Consulting Services gain access to and make copies of any such documents. Upon any termination of this AGREEMENT. the CONSULTANT agrees that it shall use its best efforts to work harmoniously with any successor who enters an AGREEMENT to provide services for the CITY in order to provide for a smooth transition period, R. Indemnification: In consideration of ten dollars ($10.00) and other valuable consideration, the CONSULTANT will at all times indemnify, save and hold harmless and defend the CITY, its officers, agents (the term agents shall not include the contractor(s), an), subcontractors, any niaterialmen or others who have been retained by the City or Contractor. or nlateriahnen to supply goods or services to the project) and employees, from and against all liability, any claim, demand, damage, loss, expense or cause of action and costs (including attorney's fees at trial or appellate levels) arising out of error, omission, or negligent act of CONSULTANT, its agents, servants or employees in the performance of services under this agreement. The CONSULTANT further agrees to indemnify, hold hairnless and defend the City.its officers, agents and employees from and against any claim, demand or cause of action arising out of any negligence or misconduct of CONSULTANT for which the City, its agents, servants or employees are alleged to be liable. The indemnification's contained herein shall survive the expiration or earlier termination of this Agreement. Nothing in this AGREEMENT shall be deemed to affect the rights, privileges and immunities of the CITY as set forth in Florida Statutes 768.28. S. Interest of the Consultant: The CONSULTANT covenants that it presently has no interest and shall not acquire any interest, direct or indirect,in any Project to which this AGREEMENT pertains or any other interest which would conflict in any manner or degree �nrith the performance of its services hereLUlder. The CONSULTANT further covenants that in the performance of this AGREEMENT, no person having such interest shall be employed. T. Compliance with Laws: a. The CONSULTANT shall comply with the applicable requirements of State and applicable County laws and all Codes and Ordinances of the CITY OF DELRAY BEACH as amended from time to time, and that exist at the time of building permit issuance. b. For SERVICE AUTHORIZATIONS involving work udder Federal or State Grantors or Approving Agencies, the CITY and the CONSULTANT shall review and approve the applicable required provisions or any other supplemental provisions as may be included in each SERVICE AUTHORIZATIONS. Page 19 of 30 City of Delray Beach General Architectural Consulizng Services U. Jurisdiction; Venue: The CONSUL'T'ANT hereby covenants, consents and yields to the jurisdiction of the Slate Civil Courts of Palm Beach County, Florida. Any dispute between CONSULTANT and the CITY shall be governed by the laws of Florida Nvith venue in Palm Beach County. V. Internal Dispute Between Owner and Consultant: The City Manauer shall be the final decision malcer regarding internal disputes between CITY and CONSULTANT. W. Extent of Agreement: This AGREEMENT represents the entire integrated AGREEMENT between the CITY and the CONSULTANT and supersedes all prior negotiations, representations or AGREEMENTS, written or oral. This AGREEMENT does not entitle the CONSULTANT to receive any fee unless first being issued. a Service Authorization.. This AGREEMENT does not provide that a CONSULTANT is entitled to receive any Service Authorization. This AGREEMENT may not be amended, changed, modified, or otherwise altered in any way, at any time after the execution hereof, except by approval of the CITY Commission, This AGREEMENT applies only to those projects that are on the CITY'S Capital Improvement Plan (CIP), attached hereto as Exhibit"D". The CITY is not required to issue any Service Authorizations to CONSULTANT for any projects listed on the CIP. Pa.gc 20 of 3 0 City of Delray Beach General Architectural Consulting Services IN WITNESS WHEREOF, the CITY has caused these presents to be executed in its name by its Mayor, and attested and its official Seal to be hereunto affixed by its CITY Clerk, and the CONSULTANT has hereunto set its hand and Seal the day and year first written above. CITY O DELRAY BE I ; L DA By YOR ATTEST: City Clerk Approved as to Form: CITY Attorney CONSULTANT Walters Zackria Associates, PLLC By. Robert S. Walters, ATA, PA Name.Printed President Title (Seal) Witness L.- Name Printed Page 21 of 3U City of Deli-ay Beach Ue7end Architectural Consulting Services ACKNOWLEDGEMENT IF CORPORATION State of Florida 6t'�" County of Pala each BEFORE ME, the foregoing instrument.. this -�" ° �: ����� day of �. 20 . was acknowledged by on behalf of the Corporation and said person executed the same freely and voluntarily for the purpose therein expressed. WITNESS my hand and seal in the County and State aforesaid this � � day of 20V 12— N y P lie (SEAL) My Commission Expires: JOSEPHINE ANNE LACHICA * MY COMMISSION#DID 779525 EXPIRES:July 7,2012 �9 0 F'oQ0 Bontletl TI ru Budget Notary Sark es ACKNOWLEDGEMENT IF AN INDIVIDUAL State of Florida County of Palm Beach I HEREBY CERTIFY that on this date before me, an officer duly authorized in the state and comity named above to tape acknowledgments, personally appeared _ known to me to be the person in and who executed the foregoing instrurnent, and acknowledged before nee that he/she executed the same. SWORN TO AND SUBSCRIBED before isle this day of 200—. Notary Public My Commission Expires: Page 22 of 30 City of Delray Beach General Architectural Consultin-Services ACKNOWLEDGEMENT IF A PARTNERSHIP State of Florida County of Palm Beach I HEREBY CERTIFY that on this date before me, an officer duly authorized in the state and county named above to take actmowledgments, personally appeared . known to nee to be the person in and who executed the foregoing instru vent as a partner of . a partnership. He/She acknowledged before that he/she executed the same as the act and deed of said partnership for the uses and purposes therein mentioned. SWORN TO AND SUBSCRIBED before me this day of . 200 . Notary Public My Conunission Expires: Page 23 of 30 RFQ NO. 2012-05 RFQ NAME: ARCHITECTURAL CONSULTING SERVICES WALTERS ZACKRIA ASSOCIATES, PLLC SALARY COSTS FRINGE OVERHEAD PROFIT RAW AT AT AT SALARY 67.41% 110.00% 10.00% HOURLY TITLE ($.HR) ($/HR) ($IHR) ($IHR) RATE Principal Architect $ 58.20 $ 39.23 $ 64.02 $ 16.15 $ 177.60 (Registered) Professional Engineer $ 50.00 $ 33.71 $ 55.00 $ 13.87 $ 152.58 (Registered) Project Manager $ 42.00 $ 28.31 $ 46.20 $ 11.65 $ 128.16 Assistant Project Manager/Site Inspector $ 35.00 $ 23.59 $ 38.50 $ 9.71 $ 106.80 Cad Operator Level 1 $ 28.00 $ 18.87 $ 30.80 $ 7.77 $ 85.44 Cad Operator Level 21 Intern $ 22.00 $ 14.83 $ 24.20 $ 6.10 $ 67.13 Administrative $ 28.00 $ 18.87 $ 30.80 $ 7.77 $ 85.44 FRINGE ($/HR) = RAW SALARY X FRINGE 67.41% OVERHEAD ($/H R) = RAW SALARY X OVERHEAD 110.00% PROFIT ($/HR) = (RAW SALARY+ FRINGE + OVERHEAD)X PROFIT 10.00% ABOVE COMPUTATIONS RESULT IN AN OVERALL MULTIPLIER OF 3.0 Walters • Zackria Associates 2-3 StiDuVlea:�t I st Stree Fart Lauderdale Honda 2: %3 i Architecture a Engineering-Ptanninq P 5-1-x=,22-4 12.i Fax 35--522-y'.28 ',"alter s_Zar.K iaCa?6e11s0r,t11 ne City of Delray Beach General Architectural Consulting Services EX111BIT A (SAMPLE) CONSULTING SERVICE AUTHORIZATION DATE: CONSULTANT: SERVICE AUTHORIZATION NO. FOR CONSULTING SERVICES CITY P.O. NO. CITY EXPENSE CODE CI'I,Y PROJECT NO. CONSULTANT PROJECT NO. TITLE: This Service Authorization, when executed, shall be incorporated in and shall become an integral part of the "A<g eement for General Consulting Architectural Services" Contract. I. PROJECT DESCRIPTION II. SCOPE OF SERVICES Phase I— Study and Report Phase Phase II—Preliminary Design Phase Phase III Final Design Phase Phase-IV—Bidding/Negotiating Phase Phase V Construction Administration Other—Permitting Other— Surveying Other Geotechnical Other—Field Verification M. TIME OF PERFORMANCE IV. COMPENSA"T"ION Architectural Services Estimated Fees Phase I— Study and Report Phase $ Phase 11 Preliminary Design Phase $ Phase III—Final Design Phase $ Phase IV—Bidding/Negotiating Phase $ Phase V Construction Administration. $ Other—Permitting $ Other— Surveying $ Other Geotechnical $ Other—Field Verification $ Out-of-Pocket Expenses $ Total Project Cost $ Notes: Out-of-Pocket Expenses include the,1001,14711U.-pr^irrting'lveprodttctionl postage. Page 24 of 30 City of Delray Beach General Architectural Consulting Services This service authorization is approved contingent upon the City's acceptance of and satisfaction with the completion of the services rendered in the previous phase or as encompassed by the previous service authorization. If the City in its sole discretion is Lulsatisfied with the services provided in the previous phase or service authorization, the City may terminate the contract without incurring any further liability. The CONSULTANT may cominence work on any service aithorizat.iou approved by the City to be included as part of the contract without a further notice to proceed. Approval by: CITY OF DELRAY BEACH: CONSULTANT: Date Date By: Mayor (Seal) Witness (Signature) Witness (Printed) Attest: Approved as to Legal Sufficiency City Attorney BEFORE ME, the foregoing instrument,this day of 201 was aclo-iowledged by on behalf of the Corporation and said person executed the same free and voluntarily for the purpose there-in expressed. Witness my hand and sea] in the County and State aforesaid this day of 201 Notary Public State of Florida My Come-nission Expires: Pace 25 of 30 City of Delray Beach General Architectural C011SUltin'- Services EXHIBIT B Raw Salary Raw Salav,v Horuly Rates Hourly Rates (1A7itl- OSTerhead Factor) Fmployer Categoiy Professionals (Engineers. Architects,Planners, Economists, Scientists, Hydrologists, Hydrogeologists, Geologists, etc.) Technicians—(Drafters, Graphic Artists, Computer, Surveyors, Cartographics, Construction Inspectors, etc.) Office Support Page 26 of 30 City of Delray Beach General Architectural Consulting Services EXHIBIT C CONSULTING SERVICES INVOICE FORMAT Bill To: City of Delray Bench Invoice 0 434 S.Swinton Ave. Delray Beach, FL 33444 Invoice Date: 5e�rvice Auth,# Remit To: City Purchase Order 4 City Project Number: City Project Ti Lie: For Professional Services for Period Ending: 1'fojecl Status SurnmHry Paragraph(Description of Services Provided): Ins®rt Status Summary/Description of Servlces LABOR Class Name Bate HOUrs Amonnt Principai $0.00 Sr. Engineer $0.00 Engineer $0.00 Cadd Designer $0.00 Sr. Engineering Tech $0.00 Sr. Inspector $0.60 clerical $0.00 Subtotal Labor u $0.00 StJBCONSIILTANTS (M_tst attach conies of har..kul}i vnires) Amount Insert Name of Subconsultant $0.00 Insert Name of Subconsultant $0.00 Subtotal Subconsultants $0.00 REIMBURSABLE/OUT-OF-POCKET EXPENSES (Must attach copies of backup) Amount Postage $0.00 Printing $0.00 Subtotal i_xpens s $0.00 TOTAL AMOUNT DUE THIS INVOICE; $01.00 Page 1 of 3 Page 27 of 30 City of Delray Beach General Architectural Consulting Services EXHIBIT C (page 2) Bill To: City of Delray Beach Invoice# 434 S.Swinton Ave. Delray Beach, FL 33144 Invoice Date: Service Auth.# Remit To: _ City Purchase Order 4 City Project Number: City Project Title: Far Professional Services for Period Ending: COST SUMMARY (Must match cost breakclovvn in Service AUth0rlZati0r) Phase or Task Plumber Phase or Task Description Amount Phase I or Task 1 (Insert Description of Phase or Task) Contract Amount ;0.00 Amount Earned This Period $0.00 Amount previously Earned $0.00 Amount Remaining $0.00 Phase II or Task 2 (insert Description of Phase or Task) Contract Amount $0.00 Amount Earned This Period SOm Amour t Prevlows y Earned $0,00 Amount Remaining $GM Phase 311 or Task 3 (Insert Description of Phase or Task) Contract Amount Amount Earned This Period $0.00 Amount Previously Earned $0.00 Amount Remaining $0,00 Phase IV or Task 4 (Insert Description of Phase or Task) Contract Amount $0.00 Amount Earned This Period $4.00 Amount Previously Earned $0.00 AIYIOnnt Remaining $0.00 Phase V or Task 5 (Insert Description of Phase or Task) Contract Amount $0.00 Amount Earned This Period $0.00 AmOUnt Previously Earned $0AO Amount Remaining $0.00 Page 2 of Page 28 of 30 City of Delray Beach General Architectu€zil Consulting Services EXHIBIT C (Rage 3) Bill To; City of neiray Beach Invoice# 434 S.Swintw3 Ave_. Delray Beach, FL 33444 klvoice Date: _ Service Auth.# Remit TO: City Purchase Order f# City Project Number: City Project Title: For Professional Setvices for Periud Ending: Phase or Task Number Phase or Task Description Amount Phase VI or Task 6 (Insert Description of Phase or Task) Contract Amount $0.00 Amount Earned This Period $0,00 Amount Previously Earned $0.00_ Amount Remaining $0.00 Phase VII or Task 7 (Insert Description of Phase or Task) Contract An-iount $0.00 Amount Earned This Period $0.00 Amount Previously Larned $0.00 Amount Remaining $0.00 Phase V111 or Mask S (Ins(-!rt Description of Phase or Task) Contract Amount $0.00 Amount Earned This Period $0.00 Amount Previously Earned $0.00 Amount Remaining TOTAL CONTRACT COSTS Total Contract Amount $0.00 Total Amount Earned This Period $0.00 Total Arrount Previously Earned $0.00 Total Amount Remaining $0.00 Page 3 of 3 Wage 29 of 30 City of Delray Beach General Architectural Consultin-Services THIS PAGE INTENTIONALLY LEFT BLANK Page 30 of 30 Client#:7724 WALTZAC3 ATE(MM DD1Y ACORD. CERTIFICATE OF LIABILITY INSURANCE D110412012YYY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed.If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such ondorsement(s). PRODUCER NAME: ISU Suncoast Insurance Assoc PHONE 813 289-5200 813-289-4561 AlC No Ext: AIC,No P.O.BOX 22668 E-MAIL ADDRESS: Tampa,FL 33622-2668 CUSTOMER ID 0: 813 289-5200 tNSURERfS)AFFORDING COVERAGE NAIC# INSURED INSURERA:Hudson Insurance Company 25054 Walters Zackria Associates,PLLC INSURER B A.K.A.Robert S.Walters AIA,PA INSURER c 620 S.E.1st Street INSURER❑ Fort Lauderdale, FL 33301 INSURER E INSURER F; COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY.CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INS DDL UBR POLICY EFF POLICY EXP LIMITS L R -TYPE OF INSURANCE NSR D POLICY NUMBER MMIDD MM1DDlYYYY GENERAL LIABILITY EACH OCCURRENCE S DAMAGE TO RENTED COMMERCIAL GENERAL LIABILITY PREMISES Ea occurrence)$ CLAIMS-MADE F OCCUR MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GENERAL AGGREGATE $ GEN'L AGGREGATE UNIT APPLIES PER: PRODUCTS-COMPIOPAGG $ POLICY PRO- LOD $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ (Ea accident) ANY AUTO BODILY INJURY(Per person) $ ALL OWNED AUTOS BODILY INJURY(Per accidant) $ SCHEDULED AUTOS PROPERTY DAMAGE HIRED AUTOS (Peraccident) $ NON-OWNED AUTOS $ $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAR CLAIMS-MADE AGGREGATE $ DEDUCTIBLE $ RETENTION $ $ WORKERS COMPENSATION TO Y LIM7 OTH- AND EMPLOYERS'LIABILITY YIN ANY PROPRIETORIPARTNER/EXECUTIVE❑ NIA E.L.EACH ACCIDENT $ OFFICERIMEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,descdhe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT 1$ A Professional AEE7142406 06/16/2011 06/16/201 $1,000,000 per claim Liability Ded$15,000 $5,000,000 ann]ag2r. DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(Attach ACORD 101,Additional Remarks Schedule,if more space is required) Project: RFQ#2012-05-Architectural Consulting Services, Professional Liability coverage is written on a claims-made and reported basis. CERTIFICATE HOLDER CANCELLATION City of Delray Beach SHOULD ANY OF THE ABOVE DESCRIBED POLICIE=S BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN Purchasing Department ACCORDANCE WITH THE POLICY PROVISIONS. 100 NW 1st Avenue Delray Beach,FL 33444 AUTHORIZED REPRESENTATIVE ©1988-2009 ACORD CORPORATION.All rights reserved. ACORD 25(2009109) 1 of 1 The ACORD name and logo are registered marks of ACORD #S3596951M322853 LWA I A DATE(Maloor CERTIFICATE OF LIABILITY INSURANCE 11110112012 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOMER. THIS CERTIFICATE DOES NOT AFFIRMATWELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES SELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER, IMPORTANT: If the certiftate holder is an ADDITIONAI,INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy, certain policies may require art endorsement A statement on this certificate does not confer rights to the certificate holder In lieu of such endeTsement(s). PFODUC;=x N ME; Steve BOtkln Stale Farm Insurance PNONE FA >r E ;954-537-3333 ;954-537-3332 3038 N Federal Highway E-MAIL PRODUCE:Ym w.stevebGtkin.net Ft Lauderdale, Florida 33306 PRODUCER AIL I M N: � wsLrRE S AWDRDING cOVERAGE NA1C it INSURF0 Iwsuiyep A State Farm Mutual Automobile Insurance Company 2$178 Walters-Zackria Associates INSURER a. 620 SE 1st 5t INSURER C: Fort Lauderdale, Ft 33301 INSURER D: INSUKEK F-: INSURER F COVERAGES CERTIFICATE NUMBER, REVIStON NL FFE—R: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. 401VdTHSTANDING ANY REQUIREMENT,TERM OR COND:TION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN RECUCED BY PAID CLAIMS_ ITT TYPE OF INSURANCE A DL S BR Poucy Erb POLICY EKP I POLICY NUMBER MAIIIDOlYM MMID ! I-17ArT+ I GEKEERALUAMUTY FAGH OCCURRENCE # COMMERCIAL GENER4 0AIM" PREMISES a Q=Trenee CLAIMS-MADE �accuR MFG ExP(Arty one peratils} S I PERSONAL B ADV INJURY S I GENERALAGGREGATE 2 GEN1.AGGREGATE LIMIT APPLIES PER: FizooumS-COMPIOPAGG 5 POLICY PE{7 LUC S AUTOMOMIZUA II'ITY COMBINED ?C ❑ COOMBINE INGLELTMIT S ANY AurD ( 2 f 1,x00,000 BODILY INJURY(perpenor0 5 ALL GMED AUI-05 BODILY INIURY(Pm awde ) S SCHEDULED AUTOS PROPERTYDAMAGE L HIREDAUTOS 1Prracraeertt} NON-0WNED AUTDS ; s UMBRELLA LlA6 pGCUR EACH pGGVRRENGE L EXCESS LIAR CLAIMS-MADE❑ AGGREGATE b DEDUCTIBLE S RETENTION S S VMFIXERS COTNPENEArION X M STATIC OT'FL AND FAIPLOVERV LIARWYr T RY LIMITS ER ANY PROPRIETORIPARTNERJEXEGUTiVE YIN 90-$H-H25+I& ELEACHACCIPENT s 100,0II0 OFFICERIMEId3EH EXCLUDED? � NIA❑,, 07.J1SfZQYS QZI't9!?012 flYlandslory,InUH) i E.L DISEASE-EA EMPL,OYE L 100,000 ffff yes,tlesulbe under E.L DISEASE-PbL]CYLIIi7rT s 500,00D DESCRIPTION OF OPERAT IONS 1 LOCATIONS IVEHICLES(Mach ACORD 104,Ad4Manel RemarIm Schedule,ifnlore space is requLed) Name as Additional Jnsurem±The City of Delray Beach Project:RFOO.,2012-05 Architectural Consulting Services CERTIFICATE HOLDER CANCELLATION C*Of Delray Beach SHOULD ANY OF THE ABOVE DESCRIBED P+MACIE$ RE CANCELLED BEFORE THE EXPIRATION DATE YHEREOF,NOTICE WILL SE DELIVERED IN ACCORDANCE WrrH THE Purchasing Department POLICY PROASIONS. 1QO NW tst Avenue Delray Beach,FL 33444 AIJTHORIYW REPRESENTATIVE I 0 t 988-2009 A CORD CORPORATION. All rights reserved. ACORD 25(20119!09) The ACORD name and logo are registered manes of ACORD 1041488 132849.4 02-11-2010 ACORO,� CERTIFICATE OF LIABILITY INSURANCE TMTE`MialDTJrgYYY) 01104112 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION PATRICK BRADY INSURANCE AGENCY.INC. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 901 SE 17TH ST CSWY#218 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR FORT LAUDIRDALE,FL 33318 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAIC# INSURED INSURERA: HARTFORD WALTER$ZACKRIA ASSOCIATES INSURER e. $20 SE 1 ST STREET FORT LAUDERDALE,FL 33301 INSURER C: INSURER D; INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO TkiE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NCTVOTHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDMONS OF SUCH POLICIES.AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR�m POLICY EFFECTIVE POLICY EXPIRATION POLICY NUMBER -DAM UNITS MFPE EACH OCCURRME $ 1,000,000 ENERAL LIABILITY 01 SBM AR4565 DW 10/03120'11 10/03/2012 TO RENT0 oon,renco b 300,000 A DE OCCUR MED E)fP(Any one on) S 10,000 PERSONAL&ADVINAIRY s 1,000,000 GENERAL AGGREGATE $ 2,000,000 IMITAPPLIESPER: PRODUCTS-CCMPIOPAGG S 2000000 O- LOG AUTOMOSI ELIABILITY COMBINED SINGLE LIMIT ANYAUTO (Ea BCCldarl) $ ALL OWNED AUTOS BODILY INJURY S SCHEDULED AUTOS (Par person) HIRED AUTOS NON-0WNEDAUTDS BODILY INJURY S {Per NlCpdeni) PROPERTY DAMAGE (Permddenl) s GARAGELLAIMLITY AUTO ONLY-EA ACCIDENT S ANY AUTO OTHER THAN ACC 3 AUTO ONLY_ AGG S EXCESSfUMBRELLALIABILITY EACHOCCURRBVCE $ OCCUR CLAIMS MADE AGGREGATE S 5 DEDUCTTBLE S RETENTION S WORKERS COMPENSATION AND STATU=C�ANr H- EMPLOYERS'LIABILITY ANY PROPRIETOWARTNERNEXECUTIVE S CFFICERfMEMBERE%CLUDED7 S Ifye5 dowribeunder SPECL4L PROVISIONS bafow T S OTHER DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES!EXCLUSIONS ADDED BY ENDORSEMENT!SPECIAL PROVISIONS ADDITIONAL INSURED:CITY OF UELRAY BEACH CERTIFICATE HOLDER CANCELLATION CITY OF DELRAY BEACH SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCEL tr- BEFORE THE EXPIRATION PURCHASING DEPARTMENT DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 LAYS WRITTEN 100 NW 1 ST AVENUE NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,BUT FAILURE TO DO SO SHALL DELRAY BEACH, FL 33444 IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER,ITS AGENTS OR REPRESENTATIVES, AUTHORIZED R.EPREUNTATIVE ACORD 25(2001108) OXCORD CO P TION 1988 Client#: 7724 WALTZAC3 ATE(MMIDDIYY ACOD.. CERTIFICATE OF LIABILITY INSURANCE Q06114/2012ACORD.. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED 'EPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:if the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed.If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: ISU Suncoast Insurance Assoc PHONE 813 285-5200 FAx 813 289-4561 AIC,No,EM: AlC,No P.O. Box 22668 E-MAIL ADDRESS: Tampa, FL 33622-2668 VKUUUUtK CUSTOMER ID#: 813 289-5200 INSURER(5)AFFORDING COVERAGE NAIC# INSURED INSURERA:Hudson Insurance Company 25054 Walters Zackria Associates, PLLC INSURER B A.K.A.Robert S.Walters AIA, PA INSURER C: 620 S.E. 1st Street INSURER ID: Fort Lauderdale, FL 33301 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR DDL UBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE NSR D POLICY NUMBER MMIDD MMIDD LIMITS GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE TO RENTED COMMERCIAL GENERAL LIABILITY PREMISES Ea occurrence $ CLA[MS-MADE 7] OCCUR MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMPIOP AGG $ POLICY PRO- LOC $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ (Ea accident) ANY AUTO BODILY INJURY(Per person) $ ALL OWNED AUTOS BODILY INJURY(Per accident) $ SCHEDULED AUTOS PROPERTY DAMAGE $ HIRED AUTOS (Peraccident) NON-OWNED AUTOS $ UMBRELLA LIAB HOCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DEDUCTIBLE $ RETENTION $ $ WORKERS COMPENSATION WC STATU- 6TH - AND EMPLOYERS'LIABILITY YIN M TS ER ANY PROPRIETORIPARTNERIEXECUTIVE❑ NIA E.L.EACH ACCIDENT $ OFFICERIMEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Professional AEE7142407 D611612012 06/161201 $1,000,000 per claim Liabilit $5,000,000 annl aggr. DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(Attach ACORD 101,Additional Remarks Schedule,if more space is required) Professional Liability coverage is written on a claims-made and reported basis. RE:Western Community Center Master Planning Services and Site Plan Review Services CERTIFICATE HOLDER CANCELLATION City of Delray SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Attn:Victor Ma'ten ilEnvironmental Svcs. THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN J y ACCORDANCE WITH THE POLICY PROVISIONS. 434 S.Swinton Ave. Delray Beach, FL 33444 AUTHORIZED REPRESENTATIVE ©1988-2009 ACORD CORPORATION.All rights reserved. ACORD 25(2009109) 1 of 1 The ACORD name and logo are registered marks of ACORD #S3891961M389179 KEB a, v O O O O O O O C O O O O O O O 0 vl O O O O O O O O O O f6 Ln O Ln N —i c�-I cN-I 00 l0 �n O O O O O O O O O O m Ln O Ln N r, Ln cN-I 0000 lD �t N f6 41 0 0 0 0 0 0 0 v O O O O O O O C O O O O O O O 0 vl O O O O O O O O O O m Ln O Ln N r,c-I c� N -I c-I 0�0 l�0 �n O O O 4(u O O O O O O O m Ln O Ln N r, Ln cN-I 00 lD �t N f6 G1 0 0 0 0 0 0 0 v O O O O O O O C O O O O O O O 0 vl O O O O O O O O O O m Ln O Ln N c�-I c�-I cN-I 00 l0 �n O O O O O O O O O O m Ln O Ln N p[ I, Ln N 00 �D �t c-I c-I c-I L Q U •� > > N 0A L N N U to J J w L L > }r L c 0 Q 0 C }r N Q 'N U Q Q .E G1 V N N 0 0 i •i C 0 '0 -a -a N L L L m m u a a a U U Q Q a, v O O O O O O O O C O O O O O O O O 0 Ln 00 O I, �t N Ln r-I O LO l0 O � N Ol O Ol N � r� M � 00 I, 00 -I r-I r-I w 00 O r, �t D � N Ln r-I O m 6 O -4 N N p[ 00 l0 M r-i 00 O, 00 c-I c-I c-I c-I N LO 41 0 0 0 0 0 0 0 0 x 0 0 0 0 0 0 0 00 C Ln Ln Ln Ln Ln Ln Ln 'i 0 Ln 00 O I, �t �t N Ln r-i I� O LO 6 O -4 N N p[ 00 l0 M r� 00 O, 00 r-i r-i r-i r-i M W O 00 l0 O t M qt D lD Ln r-i 00 O m I-� N 00 6 Ln I� Ln N r, Ln cN-I 0 0 00 l0 00 N LO G1 0 0 0 0 0 0 0 0 v O O O O O O O O C O O O O O O O O 0 M Ln O 00 l0 O M l0 Ln c-I 00 O m I-� N 00 6 Ln I� Ln N r,c-I c�-I cN-I O� 00 l0 00 Ln O 00 l0 O qt rn qt ii D lD Ln r-i 00 N OC I, Ln N O 0000 l.0 00 c-I c-I c-I c-I N L6 L V � 0 � r-i N Q N 2 73 N 06 u m N 0A N U N N tao N J J () Y s LU m L L > V U 0 O O ++ N Q O � L tD G1 CL U +MM+ Q Q E LO N Ln 0 0 i C O O N 'a 'a E N L L L In m m a a a Q U U Q Q a, v U� Ol l0 Ol l0 0 vl O O O O O O O O O O O O f6 O O O N 6 N w Ln cN-I O0 00 rl � �n 0 0 0 0 0 0 0 N O Ln Ln Ln Ln N m N M Ln I� O 4 00 r, ct c-I Ol 00 I� M N f6 41 0 0 0 0 0 0 0 0 v Ol rl� O 00 Ol Ol -i 00 0 In 0 0 0 0 0 0 0 � O Ln O Ln Ln N m N M Ln I� un 4 00 c�-I c�-I c-I Ol 00 I� M M 0 0 0 0 0 0 0 4w O O O O O O O O f6 �t r, O M rj r4 I,: N cD cM-I cr-i-I Ol 00 I� M N f6 G1 0 0 0 0 0 0 0 0 v O O O O O O O O C O O O O O O O O 0 M 0 0 0 0 0 0 0 4w O O O O O O O O f6 �t r, O M rj r4 I,: N c� M � -I c-I c-I Ol 00 I� M N 0 0 0 0 0 0 0 N O O O O O 0 0 0 0 N p[ lD M c-I 00 I� M c-I c-I c-I N f6 V 0 N N Q L L 06 tao ao Q Q U (1) LO 0 U i •� O U U .L D a a Q Q U U Q w MEMORANDUM W TO: Mayor and City Commissioners FROM: Randal Krejcarek, P.E., Environmental Services Director Environmental Services Department Jim Schmitz, Deputy Director of Public Works THROUGH: Donald B. Cooper, City Manager DATE: January 5, 2015 SUBJECT: AGENDA ITEM 8.B.-REGULAR COMMISSION MEETING OF JANUARY 20,2015 RENEWAL TO THE CONTRACT/ATLANTIC REFRIGERATION CORPORATION BACKGROUND Consider a recommendation to award the first (Ist) year renewal (Bid No. 2014-10), "Air Conditioning Service, Repairs, and Preventative Maintenance Annual Contract" to Atlantic Refrigeration, with the agreement subject to annual budget appropriations. The contract was executed on January 22, 2014. It has an initial term of one (1) year, and has the option of being renewed for two (2) additional terms of one (1) year each. The contract is for a fixed hourly rate, with an estimated number of hours, valued at $57,732. Per page #4, Section 20 (Renewal) of the general conditions of the contract, "The City Commission or their designee, i.e. the City Manager may renew the contract, at the same terms, conditions, and prices for two (2) consecutive terms of one (1) year subject to the vendor(s) acceptance, satisfactory performance and determination that the renewal will be in the best interest of the City". This request for contract renewal is in accordance with Code of Ordinances, Chapter 36, Section 36.07 (A)(3) Renewals. Please see the attached documents: (A) Signed renewal letter from Atlantic Refrigeration, (B) executed contract with Atlantic Refrigeration dated January 22, 2014. DISCUSSION Consider approval of the first year renewal of Bid No. 2014-10 for yearly service and maintenance of the air conditioners with Atlantic Refrigeration. TIMING OF THE REOUEST This request is timed to provide continuous maintenance support for HVAC units at City buildings. FUNDING SOURCE Funding will be provided from various departments in the 2014-2015 operating and capital budgets. RECOMMENDATION Through a motion, approve the first(1st) year renewal of Bid No. 2014-10 for the yearly maintenance of air conditioning systems with Atlantic Refrigeration. ^ ���� ��'�°�x�'...@�x� EL biftd N � 1 y |eVa November 21. 2014 zncn Atlantic Refrigeration Corporation Athn:Michael k8oGmm.Vice President 1255 NW 17tb Avenue Ste. 1 Dmha�Besuh`F�hda33445 ___-_. ----_������������� REF: BID#2014-10 Air Conditioning Service Repairs, and Preventative Maintenance Annual Contract 1~'One Year Renewal Dear Mr. K8uGam; The annual contract for the above referenced Bid expires on January 21,2015, Per pmqo #4. Section 20 ^Rnnowm1^ of the General Conditions of this bid package, "The City Commission or their designee, |.e. the City Manager may renew the uonUaut, at the same tmrnmn, conditions, and prices for two (2) consecutive terms of one (1) year subject to vendun(a) mouoptamuo, satisfactory poMbnnmnue and de1m,m|nmdun that renewal will bain the best interest of the CW. Please advise if this one (1) extension of your contract executed on January 21, 2014 at the same prices, terms and conditions would beacceptable. Please make ouom that the required Certificate oy insurance iocurrent (listing the City of Delray Beach an additional insured). Please respond by signing below and returning one original copy to my attention Holly Vath,Purchasing Division,City of Delray Avenue, Delray Beach, Florida, 33444orhyemail: . Si er R"I hereby agree to the one(1)year extension of the subject Bid '~ 111 7ul the subject Bid Siglhha-t�ure Date `.~..~x°., CC' Jack Warner,Chief Financial Officer Randal Kvejmun*k,Director m[EnvimnmemaiServices Jim Schmitz, Deputy Director Public Works Clayton Gilbert, Building Maintenance Superintendent | CITY OF DELRAY BEACH 100 NW 1"AVENUE,DELRAY BEACH,FL 33444 BID No. 2014-10 AIR CONDITIONING SERVICE, REPAIRS AND PREVENTATIVE MAINTENANCE SERVICES ANNUAL CONTRACT MAYOR -CARY D.GLICKSTEIN VICE MAYOR -AL TACQUET DEPUTY VICE MAYOR -SHELLY E.PETROLIA COMMISSIONER -ANGELETA GRAY COMMISSIONER -ADAM FRANKEL CITY MANAGER -LOUIE CHAPMAN,]R, Purchasing Division*Finance Department♦(561)243-7161/7163 ♦Fax(561)243-7166 CITY OF DELRAY BEACH INVITATION TO BID Bid No. 2014-10 AIR CONDITIONING SERVICE, REPAIRS AND PREVENTATIVE MAINTENANCE Annual Contract TABLE OF CONTENTS Invitation to Bid 1 General Conditions,Instructions and Information 2-5 Indemnity/Hold Harmless Agreement 6 Cone Of Silence 7 Insurance Requirements 8 Insurance Form Samples 9-11 Standard Form of Agreement 12-16 Corporate Achnowledgment 17 Certificate (If Corporation) 18 Specifications 19-20 Detail Specifications 21 -25 Schedule of Pricing—Air Conditioning Services&Repairs 26 Scope Of Worm— Preventative Maintenance 27 Schedule of Pricing — Preventative Maintenance 28 Drug Free Worhplace Certification 29 References 30 Bid Signature Form 31 Statement of No Bid 32 Attachment'A" 33 Bid No. 2014-10 Air Conditioning Service, Repairs and Preventative Maintenance 0 CITY OF DELRAY BEACH PURCHASING OFFICE 100 N.W. 1st AVENUE DELRAY BEACH, FL 33444 (561) 243-716117163 Fax: (561) 243-7166 BID No: 2014-10 DATE: November 4, 2013 TITLE: Air Conditioning Service, Repairs and Preventative Maintenance Annual Contract BIDS MUST BE RECEIVED ON OR BEFORE: Tuesday, December 03, 2013 @ 10:00 A.M., at which time all bids will be publicly opened and read. This Invitation to Bid, General Conditions, Instructions to Bidders, Special Conditions, Specifications, Addenda and/or any pertinent document form a part of this bid and by reference are made a park thereof. PURPOSE: It is the purpose and intent of this Invitation to secure bids for item(s) and/or services as listed herein for the City of DeiFay Beach, Florida, hereinafter called the CITY. There will be on pre-bid conference held for this Invitation To Bid. All questions regarding this solicitation must be received in writing via email to nadal .mydelraybeach.com or faxed to (561) 243- 7166. Answers will be given via addendum only. *No questions received after 2:00 P.M. on Thursday, November 21, 2013, will be addressed. SEALED BIDS: Sealed bids will be received in the Purchasing Office until the date and time as indicated above. Bids will be opened publicly in City Hall and all bidders and general public are invited and encouraged to attend. All bids shall be submitted in sealed envelopes, mailed or delivered to the City of Delray Beach, Purchasing Office, 100 NW First Avenue, Delray Beach, Florida 33444. Outside of envelope shall plainly identify bid by: VENDOR NAME, BID NUMBER, TITLE, AND DATE OF BID OPENING OPENING: It is the sole responsibility of the bidder to ensure that his or her bid reaches the Purchasing Office on or before the closing date and hour as shown above. RETURN ONE (1) UNBOUND ORIGINAL AND ONE 1O COPY OF REQUIRED BID SHEETS. Any failure on the part of the supplier to comply with the ensuing conditions and specifications shall be reason for termination of contract. Copies of the specifications may be downloaded from www.DemandStar.com, phone (800) 711-1712, or may be obtained in hard copy from the Purchasing Office, City Hall,100 N.W. 1S Avenue, Delray Beach, Florida, 33344 or by email request- nadal(c_mydelraybeach.com AWARD: The City reserves the right to waive minor variations to specifications, informalities, irregularities and technicalities in any bids, to reject any and all bids in whole or in part, with or without cause, and/or to accept bids that in its judgment will be for the best interest of the City, as further stated in Paragraph 16 of General Conditions. All service/work performed shall be in accordance with the Contract Documents pertaining thereto, which may be examined at the office of the Purchasing Division, 100 N.W. 1St Avenue Delray Beach, Florida, 33444. Call Purchasing at 561-243-716117163 for information. **The City of Delray Beach, Florida reserves the right to accept and/or reject any and all proposals, to waive informalities, to re-advertise and to award the Contract in its best interest. Bid No, 2014-10 Air Conditioning Service, Repairs and Preventative Maintenance 1 GENERAL CONDITIONS, INSTRUCTIONS AND INFORMATION 1. SUBMISSION AND RECEIPT OF BIDS: A. Bids, to receive consideration, must be received prior to the specified time of opening as designated in the invitation. B. Unless otherwise specified, bidders MUST complete all questions and price blanks in the spaces provided in this Invitation to Bid. Failure to do so may cause your bid to be rejected. However, you may attach supplemental information. C. Bids having any erasures or corrections MUST be initiaied by bidder in ink. Bids shall be signed in ink. All prices shad be typewritten or filled in with pen and ink. D. All bids MUST be signed with the firm name and by an officer or employee having the authority to bind the company or firm by his/her signature. 2. QUANTITIES OR USAGE: Whenever a bid is solicited seeking a source for a specified time or services in the quantities or usage shown, these quantities are estimated only. No guarantee or warranty is given or impiied by the City of Delray Beach as to the total amount or may not be purchased from any resulting contracts. These quantities are for bidders' information only and will be used for tabulation and presentation of bid. 3. PRICES: A. Bidder warrants by virtue of bidding that prices, terms, and conditions quoted in his bid will be firm for acceptance for a period of sixty (60) days from the date of opening unless otherwise stated by the City or bidder. B. Prices should be stated in units of quantity specified in the bidding specifications. In case of discrepancy in computing the amount of the bid, the unit price(s) quoted wilt govern. C. Consideration in awarding bids for term contracts will be giver first to bidder offering firm prices subject to market price reduction and second to bidder offering firm prices for full contract period. If at any time during the period of this contract, the City of Delray Beach is able to purchase the items and/or services at prices less than our contract price, the successful bidder shall meet these prices and in the event of his failure to do so, the City of Deiray Beach may negotiate for a new contract on the open market. D. The City reserves the right to purchase items on state contract if such items can be obtained on the same terms, conditions, specifications and in the best interest of the City. E. Bidders may offer a cash discount for prompt payment. However, such discounts wili not be considered in determining the lowest net cost for bid evaluation purposes. Bidders should reflect any discounts to be considered in the bid evaluation in the unit prices bid. 4. DELIVERY: A. All items shall be delivered F.O.B. destination, and delivery costs and charges inciuded in the bid price. Failure to do so may be cause for rejection of bid. B. Time will be of the essence for any orders placed as a result of this bid. Purchaser reserves the right to cancel such orders, or any part thereof, without obligation if delivery is not made at the time(s) specified on bid form. 5. BRAND NAMES: If and whenever in the specifications a brand name, make, name of any manufacturer, trade name, or vendor cataiog number is mentioned, it is for the purpose of establishing a grade or quality of material only. Since the City does not wish to rule out other competition and equal brands or make, the phrase OR EQUAL is added. However, if a product other than that specified is bid, it is the vendor's responsibility to name such product within his bid and to prove to the City that such product is equal to that specified. Bid No. 2014-10 Air Conditioning Service,Repairs and Preventative Maintenance 2 6. QUALITY: All materiais used for the manufacture or construction of any supplies, materials, or equipment covered by this bid shall be new. The items bid must be new, the latest model, of the best quality, and highest grade workmanship. 7. SAMPLES: Samples, when requested, must be furnished free of expense to the City and if not used in testing or destroyed, will upon request within thirty (30) days of bid award be returned at bidder's expense. s. ACCEPTANCE: The material delivered under this proposai shall remain the property of the sailer until a physical inspection and actual usage of this material and/or service is made and thereafter accepted to the satisfaction of the City and must comply with the terms herein, and be fully in accord with specifications and of the highest quality. In the event the material and/or services supplied to the City is found to be defective or does not conform to specifications, the City reserves the right to cancel the order upon written notice to the seller and return product to seller at the selier's expense. 9. DEFAULT PROVISION: In case of default by the bidder or contractor, the City of Delray Beach may procure the article or services from other sources and hold the bidder or contractor responsible for any excess costs occasioned or incurred thereby. 10. COPYRIGHTS OR PATENT RIGHTS: Bidder warrants that there has been no violation of copyrights or patent rights in manufacturing, producing, or selling the goods shipped or ordered as a result of this bid, and seller agrees to hold the City harmless from any and all liability, loss, or expense occasioned by any such violation. 11. COMPLIANCE WITH SAFETY STANDARDS: A. All equipment, machinery, electricai appliances, cords and apparatus shall comply with all provisions of the Florida State Safety Standards. B. Whenever a bid is sought and services secured for any type of on-site construction the awarded bidder shall remove from the work site at the end of each working day all rubbish and waste debris resulting from his operations. The awarded bidder shall also secure the work site before leaving at the end of each working day. 12. MANUFACTURER'S CERTIFICATION: The City of Delray Beach reserves the right to request from bidders separate manufacturer certification of all Statements made in the proposal. 13, SIGNED BID CONSIDERED AN OFFER: This signed bid shall be considered an offer on the part of the bidder or contractor, which offer shall be deemed accepted upon approval by the City Manager and/or City Commission of the City of Delray Beach and in case of default on the part of the bidder or contractor after such acceptance, the City of Delray Beach may take such action as it deems appropriate including legal action for damages or specific performance. 14. LIABILITY INSURANCE LICENSES AND PERMITS: A. PERMITS: Where bidders are required to perform work on City structure(s) or property as a result of bid award, the City will waive the cost for permits. Contractor shall pay for permits for all other work. B. LICENSES: If you are not licensed to perform work in the City of Delray Beach you MUST obtain a Business Tax License before a Notice to Proceed will be issued. Please contact Donna Porter, Business Tax Specialist @ (561) 243-7209 for more information. C. LIABILITY INSURANCE: The City prefers the insurance and bonding companies have a BEST Rating no less than A-, VII or better. If you have any questions regarding the City's Insurance and/or Bond requirements, please contact the City's Risk Management Office at (561) 243-7150. See page eight (S) for Insurance Requirements. A "sample" certificate has been attached. Bid No. 2014-10 Air Conditioning Service, Repairs and Preventative Maintenance 3 15. SPECIFICATIONS: A. For purposes of evaluation, bidder must indicate any variances from our specifications and/or conditions, NO MATTER HOW SLIGHT. If variations are not stated in the proposal, it will be assumed that the product or service fully complies with our specifications. B. Any omissions of detail specifications stated herein that would render the material/service from use as specified will not relieve the bidder from responsibility. 16. AWARD OF CONTRACT: The City of Delray Beach reserves the right to accept any Bid or combination of Bid alternates which, in the City's judgment will best serve the City's interest, reject any and all Bids, to waive any and all informalities and/or irregularities, and to negotiate contract terms with the Successful Bidder, and the right to disregard all non-conforming, non-responsive, unbalanced or conditional Bids. The City reserves the right to reject any or all Bids, or any part c- any Bid, to waive any informality in any Bid, and to award the purchase in the best interest of the City. Discrepancies in the multiplication of units of Work and unit prices will be resolved in favor of the unit price. Discrepancies between the indicated sum of any column of figures and the correct sum thereof will be resolved in favor of the correct sum. 17. TAXES: The City of Delray Beach is exempt from any sales tax imposed by the State and/or Federal Government. Exemption certificates certified upon request. State Sales Tax Exemption Certificate No. 85-8012621559C-4 appears on each purchase order. 18. FAILURE TO BID: If you do not bid, return "Statement of No Bid Form" and state reason. Otherwise, YOUR NAME "MAY" BE REMOVED FROM OUR MAILING LIST. 19. EXCEPTIONS TO CONDITIONS, 1 THRU 18 (Boiler Plate): Any time Bid Specifications differ from the General Conditions, Bid Specifications and Special Provisions will prevail. 20. RENEWAL: The City Commission or designee (i.e. City Manager) may renew the contract, at the same terms, conditions, and prices, TWO (2) consecutive term(s) of ONE (1) year(s) subject to vendor acceptance, satisfactory performance and determination that renewal will be in the best interest of the City. 21. ANTI-COLLUSION: A. Bidder certifies that this bid is made without prior understanding, agreement, or connection with any corporation, firm or person submitting a bid for the same materials, services, supplies, or equipment and is in all respects fair and without collusion or fraud. B. No premiums, rebates or gratuities permitted; either with, prior to, or after any deiivery of material or provision of services. Any such violation may result in contract cancellation, return of materials or discontinuation of services and the possible removal from the vendor bid list(s). 22. CONFLICT OF INTEREST: A. Bidder declares and certifies that no officer, employee or person whose salary is payable in whole or part from the City of Delray Beach is directly or indirectly interested in this bid or in the supplies, materials, equipment or services to which it relates or in any portion of the profits thereof; or B. The award is subject to provisions of State Statutes and City Ordinances. All bidders must disclose with their bid the name of any officer, director or agent who is also an employee of the City of Delray Beach. Further, all bidders must disclose the name of any City employee who owns, directly or indirectly, an interest of ten percent (10) or more in the bidder's firm or any of its' branches. 23. NON-DISCRIMINATION: The Bidder shall not discriminate against employees or applicants for employment because of race, creed, color, religion, sex, age, handicapped status, disabilities, or national origin. The Bidder will endeavor to ensure that applicants are employed and that employees are treated during employment, without regard to their race, creed, color, religion, sex, age, handicapped status, disabilities, or national origin. Such action shall include but not be limited to the following: employment, upgrading, demotion, or transfer; recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training including apprenticeship. Bid No. 2014-10 Air Conditioning Service, Repairs and Preventative Maintenance 4 The bidder agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause. These provisions apply to all subcontractors and it is the responsibility of the subcontractors to be in compliance. a 24. DISCRIMINATION: An entity or affiliate who has been placed on the discriminatory vendor list may not submit a bid on a contract to provide goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not award or perform work as a contractor, supplier, subcontractor, or consultant under contract with any public entity, and may not transact business with any public entity. 25. CITY POLICIES: Awarded contractor shall comply with the City of Delray Beach Equal Employment Opportunity Pollcy, Violence in the Workplace Policy, Drug and Alcohol Free Workplace Policy, General Complaint Policy and Sexual Harassment Policy. Copies of these policies may be obtained from the City of Delray Beach Human Resources Division. Violations of these policies may result in cancellation/termination of the contract. 26. PUBLIC RECORDS: Contractor shall comply with all public records laws in accordance with Chapter 119, Fla. Stat. In accordance with state law, Contractor agrees to: a) Keep and maintain all records that ordinarily and necessarily would be required by the City. b) Provide the public with access to public records on the same terms and conditions that the City would provide for the records and at a cost that does not exceed the costs provided in Chapter 119, Fla. Stat. or as otherwise provided by law. c) Ensure that public records that are exempt or confidential and exempt from public records disclosure are not disclosed except as authorized by law. d) Meet all requirements for retaining public records and transfer, at no cost, to the City all records in possession of the Contractor at the termination of the contract and destroy any public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the City in a format that is compatible with the information technology systems of the City. All records shall be transferred to the City prior to final payment t being made to the Contractor. e) If Contractor does not comply with this section, the City shall enforce the contract provisions in accordance with the contract and may unilaterally cancel this contract in accordance with state law. 27. BID PROTEST: The time limit for filing a protest is five (5) calendar days from the date bid results become public information. A protest will only be considered to have merit if it can be proven that an action or lack of action, by the City gave a bidder an unfair competitive advantage. In order to be considered, protest concerning the bid, RFP or RFQ solicitation or award must be filed in writing with the Purchasing Manager and may only be filed by the bidders who may be aggrieved the solicitation or award. Protest shall be addressed to: City of Delray Beach, Purchasing Manager 100 NW 15#Avenue, Delray Beach, FL 33444. 28. INSPECTOR GENERAL: Contractor is aware that the Inspector General of Palm Beach County has the authority to investigate and audit matters relating to the negotiation and performance of this contract, and may demand and obtain records and testimony from Contractor and its subcontractors and lower tier subcontractors. Contractor understands and agrees that in addition to all other remedies and consequences provided by law, the failure of Contractor or its subcontractor or lower tier subcontractors to fully cooperate with the Inspector General when requested may be deemed by the City to be a material breach of this Agreement justifying its termination, Bid No. 2014-10 Air Conditioning Service, Repairs and Preventative Maintenance 5 INDEMNITYIHOLD HARMLESS AGREEMENT Contractor shall, in addition to any other obligation to indemnify the City of Delray Beach Florida and to the fullest extent permitted by law, indemnify and hold harmless the City of Delray Beach, its officials, and employees, from and against all claims, actions, liabilities, losses (including economic losses), and costs arising out of any bodily injury, sickness, disease or death, or injury to or destruction of tangible property including the loss of use resulting there-from, or any other damage or loss caused by any negligent act, error or omission, recklessness, or intentionally wrongful conduct of the Contractor, any subcontractor, or anyone directly or indirectly employed by any of them. The indemnification obligations hereunder shall not be limited by any limitation on the amount, type of damages, compensation or benefits payable by or for the Contractor or any subcontractor under any contract or agreement or under worker's compensation acts; disability benefit acts, other employee benefit acts or any statutory bar, Any cost of expenses, including attorney's fees, appellate, bankruptcy or defense counsel fees incurred by the City of Delray Beach to enforce this Indemnification clause shall be borne by the Contractor. The obligations contained in this Indemnification Clause shall continue indefinitely and survive the cancellation, termination, expiration, lapse or suspension of this agreement. Contractor's Name A d VC bO&I Signature Bic]No:,2014-10 Air Conditioning Service Repairs and Preventative Maintenance 6 CONE OF SILENCE The Palms Beach County Lobbyist Registration Ordinance (Sections;2-351 through 2-357 of the Palm Beach County Code of Ordinances) is applicable it the City of Delray Beach. Section 2-355 of the Palen Beach County Lobbyist Registration Ordinance includes :a "Cone of Silence" provision that limits communication during the City's procurement process in regard to this RFP, which'provides as follows: Sec. 2-355. Cone of silence. (a) Cone of silence means a prohibition on any communication, except for written correspondence, regarding a particular request for proposal, request for qualification, bid, or any other competitive solicitation between: (1) Any person or person's representative seeking an award from such competitive solicitation-, and (2) Any county commissioner or commissioner's staff, any member of a local governing body or the member's staff, a mayor or chief executive officer that is not a member of a local governing body or the mayor or chief executive officer's staff, or any employee authorized to act on behalf of the commission or local governing body to award a particular contract. (b) For the purposes of this section, a person's representative shall include but not be limited to the person's employee, partner, officer, director, consultant, lobbyist, or any actual or potential subcontractor or consultant of-the person. (c) The cone of silence shall be in effect as of the deadline to submit the proposal, bid, or other response to a competitive solicitation. The cone of silence applies to any person or person's representative who responds to a particular request for proposal, request.for qualification_, bid, or any other competitive solicitation, and shall remain in effect until such response is either rejected by the county or municipality as applicable or withdrawn by the person or person's representative. Each request for proposal, request for qualification, bid or any other competitive solicitation shall provide notice of come of silence requirements and refer to this article. (d) The provisions of this article shall not:a.pply to oral.communications at any public proceeding, including pre-bid conferences, oral presentations before selection committees, and contract: negotiations during any public meeting, presentations made to the board or local municipal:-governing body as applicable, and protest hearings. Further, the cone of silence shall not apply to contract negotiations between any employee and the intended awardee, any dispute resolution process following the filing of a protest between the person filling the protest and any employee., or any written correspondence at any time with any employee, county commissioner, member of a local municipal governing body, mayor or chief executive officer that is not a member of the local municipal .governing body, or advisory board Member or selection committee member, unless specifically prohibited.by the a.ppl.icable competitive solicitation process. (e} The cone of silence shall not apply to any purchases made in an amount less than the competitive bid threshold set forth in the county purchasing ordinance (County Code, chapter 2, article III, division 2, part A, section 2-51 et seq.) or municipal ordinance as applicable. (f) The cone of silence shall terminate at the time the board, local municipal governing body, or a.county or municipal department authorized to act on behalf of the board or local municipal governing body as applicable, awards or approves a contract, rejects all bids or responses, or otherwise takes action which ends the solicitation process. (g) Any contract entered into in violation of the cone of silence provisions in this section shall render the transaction voidable. LaA, - / a--r / Contractor's Name ignature Date Bid No, 2014-16 Air Conditioning,Service, Repairs and Preventative Maintenance 7 INSURANCE REQUIREMENTS A. GENERAL During the term of the contract with the City, the contractor shall procure and maintain insurance of the types and to the limits specified in paragraphs (1) to (4) inclusive below. B. COVERAGE Except as otherwise stated, the amounts and types of insurance shall conform to the following minimum requirements: 1. Worker's Compensation - Coverage to apply for all employees for Statutory Limits in compliance with the applicable State and Federal Laws. In addition, the policy must include Employers Liability with a limit of$100,000 each accident. 2. Comprehensive General Liability - Coverage must be afforded on a form no more restrictive than the latest edition of the Comprehensive General Liability Policy filed by the Insurance Services Office and must include: a) Minimum limits of $300,000 per occurrence combined single limit for Bodily Injury Liability and Property Damage Liability. b) Premises and/or Operations. c) Independent Contractors. d) Products and/or Completed Operations. e) No exclusion for Underground, Explosion or Collapse hazards. 3. Business Auto Policy- Coverage must be afforded on a form no more restrictive than the latest edition of the Business Auto Policy filed by the Insurance Service Office and must include: a) Minimum Limits of $300,000 per occurrence combined single limit for Bodily Injury Liability and Property Damage Liability. b) Owned Vehicles. c) Hired and Non-Owned Vehicles. d) Employer Non-Ownership. 4. Certificate of Insurance - Certificates of all insurance evidencing the insurance coverage specified in the previous Insurance Administrator prior to commencement of work. The re wired certificates of insurance shall not only name the types of policies provided, but shall also referspecifically to this bid and section and the above paragraphs in accordance with which such insurance is being furnished and shall state that such insurance is required by such paragraphs of this contract. The successful bidder will include the City of Delray Beach as additional insured. If the initial insurance expires prior to the completion of the work, renewal certificates shall be furnished thirty (30) days prior to the date of expiration. Also, under the Cancellation section of the Insurance Certification the words "endeavor to" and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" shall be crossed out as indicated or the attached "Sample of Insurance Certificate". Bid No. 2014-10 Air Conditioning Service,Repairs and Preventative Maintenance 8 Attachment I, 1 Of 3 AC-ORD CERTIFICATE OF LIABILITY INSURANCE PRaauteu THIS CERTIFICATE ES IS5UEII AS A MATTER or- INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Good Insurance, Inc, HOLDER, THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE pOLICIES BELOW. P.O. Box A-1 Best City, LISA 00000 INSURERS AFFORDING KAIC9 ers0 rRn IHSURe t h Willing Workers Assoc. WSURERB. ABC Drive 1N9ugeR C: Anytown, USA 00001 INSURERM NSURER F' COVERAGES tAA4YALnQ Or INSUWINCE L45fE6 BELOW HAVE BEEN 155UED TO THIS I�ISURID NW,nEO WITH RE FDR 7FEE POLICY THIS C INDICATED.MAY BE UE OIOG EMENT,TERM OR CONDMON OF ANY CONTRACT OR OTHER DOCUMENT WffN RESPECT TO WHICH THIS GEAT'IFlCATE��`9E lS5UE0 OR ,TNF INSURA14CE AFFORDED BY THE POUCIES DESCFJ5FD HEREIN 15 SUBJCGT TO ALL TH=_TFR4S,EXCLUSIONS AND CONDMONS OF SIKH GREGATELIMITS SHOWN MAYHAVE BErN REDMFO By PAID CLAIMS. ODGY HUId9P3t u,�RAL LSiBFtlff EACH OCGURE?ENDe 5 0O,D O D cp6el�RCIgLGLPO77604 0'1/01/10 fl1/01/1Z E Isss CW#.IS AAPERSONAL&ADV1NJURY S GENERALAGGREGvATE lACrC EC ATE I�fAPPL1ESnRf PaJCY PROs LOG ED SiDRILE LLABICOA1111f�61NGLELIMIT ArIYALtra ALP077b06 01/01/10 01/01/11 {Iasrctlen; = 30Q;OQ0 ALLOWNEDAUT,D5 6401LYLNJJRY T ' (t'vParoonl SCY�..UULEOALIrCLS I.pREp ALIrOS BODILY INJURY = 0P6T ixltlMlll NON-OWNER AUTOS PROPERT1DA1AAaE (Pot ucd�! aAnaaE UAHUtlrY ... AU TOO 4 WY ALrrO �' �OTH-TWIN FJCAGO 3 AUTGONLY: AG.^r S ECGE6&UMHRELLADASRTTV .• EACKOCCMRENCE S OCCeUR E CA.NMS7YCADE AGC MGi An S S pe-[7ucT19LE .. ; RE� S s wcsTATU- DTH. WORHERS CONPENIXXMN AND B EuPLOYERIVUABUTY GILP077606 03/01/10 03/01/11 E.LPA0I1ACC1DENr 6 100,000 ANY PROPRIETDRFARTNER;EXe7.lTiVE E(ULUMD7 E.L DISEASE.FA E>�PLO1'EE s 100 OQa oFFL:EwuR�Eiz NYa. -d. r.L G5Emr,Pc06JOY umrr 5 500 OO 6PEC7Al-PRWSFONS Lbbw oT Ek DIrKCRN'TfON OF OPENATEONa7 LOCATIdNfilYEli14.E6 U BXCl.U510NS ADDEP DYE.ALDORSEYENT'lBPECUILPROVISkDN6 THIS INSURANCE APPLICABLE TO (state project) *CITY OF DELRAY BEACH IS ADDITIONAL INSURED - see attached endorsement. CERTIFICATE HOLDER CANCE=LLATION SHOULD A OF THE ABOVE DESCRjaFD Pf1L1✓"SE GANCELLED bEFORETHE EXPIRATION CITY OF DELRAY BEACH. DATE THEREOF,nM Iesu4NG> gUftER WILL UNDGAVOR To"IL 30 HAYS WRFrTEN 100 ,NW 1st AVENUE NCMCETO'MrG:MMFIGATENOLDER NAMW TO THE LEFT,PVT FAILURE TO DO so IHAU DELRAY BEACH, FL 33444 WP=E NO OBLIGATION Dk L1ASP.M OFANY KIND UPON THE SISDRER,RS AGENTS OR RGPRESeNTAjWES ADTHORI25E RFPftHENTATW t t AGORD 25(200ilDS) 0 ACORD CORPORATION 7988 Bid No. 2014-10 Air Conditioning Service,Repairs and Preventative Maintenance 9 IMPORTANT tf ti-le c�dfioata Wde%r is an ADD(FIONAL INSORED, the OiryPeS) dust be endorsed- A statement on this ceflittmte does notconfer dUhts io fha oerWczti�halcfef in C&o of vc.,h endorsemarigs). if SUBROGNP4N IS WANED, subject to iha terms snd condffans of the policy, certatrt WWes may requlm an errdorserrtenL A statement an fhis certHcate doe. rtict COnfer fights to the ce fiicata folder to lieu of such endarsenneet(s). DISCLAIMER The Cerfi4i(�ate of frtsuranGO an the revsm side of this farm des Dvt constitute a txlrlva t been the t .ttng Insuna�s), aufti sd rep-,s a a or pmducer, and ttte c f fs a holder, nor does it afflrrnatWv y or watVaY amend, extend or atlewr fhe caveraga sifOrded by the policies fisted therecm Bid No. 2014-10 Air Conditioning Service, Repairs and Preventative Maintenance 10 POLICY NUMBER: COMMERGIAL GEKERAL LIABILITY CG 20 26 07 04 THIS ENDORSEMENT CHANGES THE POLIGY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -- DESIGNATED PERSON OR ORGANIZATION This endorsement modffies insurance provided under the following: .COMMERCIAL GENERAL LIABILITY COVERAGE PART SGREOULEi Namo Of Additional Insured Persons Or or ariizafion s information re ulred to complete thls Schedule If not shown adove,wM be shown in the Dedaratlons, Section ii Who Is An Insured Is amended to in- elude as an addltforzal Insured the persons)or argani- zatfon(s) shown In the Schedule, but unfy with respect to liability for "bodily in)ur.�', "property daniage" or "personal and advertising Injury' caysad, In whose or In part, by your acts or omisslons or the acts or omis- sions of those acting on your behal€: R. in the performance of your ongoing operations-,or S. In connectlon with your promises awned by or ranted to you. Bid No. 2014-10 Air Conditioning Service, Repairs and Preventative Maintenance 11 STANDARD FORM OF AGREEMENT BETWEEN CITY AND CONTRACTOR THIS AGREEMENT made this day of Tail-0 CtA 20I -(, by and between the CITY OF DELRAY BEACH (hereinafter called CITY) and I (hereinafter called CONTRACTOR WITNESSETH: The CITY and the CONTRACTOR in consideration of the mutual covenants hereinafter set forth, agree as follows; 1 . The undersigned CONTRACTOR hereby represents that he has carefully examined all Contract documents, and will perform the contractual requirements pursuant to all covenants and conditions, 2. The CONTRACTOR, as evidenced by the execution of this contract, acknowledges that it has examined the physical characteristics of the job requirements, The CONTRACTOR further acknowledges that the bid price includes all costs and expenses required for the satisfactory completion of the contracts requirements. 3. The contract between the CITY and the CONTRACTOR include the following documents which are attached hereto and incorporated herein by reference of the following: CONTRACT DOCUMENTS PAGE NUMBERS Invitation to Bid 1 General'Conditions, Instructions and Information 2-5 Indemnity/Hold Harmless Agreement 6 Cone of'Silence 7 Insurance Requirements 8 Insurance form Samples 9-11 Standard Form of Agreement 12-16 Corporate Acknowledgment 17 Certificate(If Corporation) 1.8 Specifications 19-20 Detailed Specifications 21 -25 Schedule of Pricing—Air Conditioning Services&Repairs 26 Scope of Work—Preventative Maintenance 27 Schedule of Pricing-Preventatiive Maintenance 28 Drug Free Work Place Certification 29 References 30 Bid Signature Form 31 Statement of No Bid 32 Attachment°A" 33 Bid No. 2014-10 Air Conditioning Service, Repairs and Preventative Maintenance 12 Addenda, numbers 1 to inclusive, and any modifications, including Change Orders, duly delivered after execution of this Agreement. 4. The term of this contract shall commence on the date indicated on the Notice to Proceed. 5. This agreement shall be governed by the laws of the State of Florida as Now and hereafter in force. The venue for actions arising out of this agreement shall be Palm Beach County, Florida. 6. All notices, requests, demands, and other given if personally delivered or mailed, certified mail, return receipt requested, to the following addresses: As to City: City of Delray Beach, FL 100 NW 1 st Avenue Delray Beach, FL 33444 As to CONTRACTOR: 7. The CONTRACTOR shall not, without prior written consent of the CITY, assign any portion of its interest under this contract and, specifically, the CONTRACTOR shall not assign any moneys due or to become due without the prior written consent of the CITY. 8. The CITY and the CONTRACTOR each binds himself, his partners, successors, assigns and legal representatives to the other party hereto in respect to all covenants, agreements and obligations contained in the contract documents. 9. In consideration of ten dollars ($10.00) and other valuable consideration, the CONTRACTOR shall defend, indemnify and save harmless the CITY, its officers, agents Bid No, 201:4-10 Air CondiCioning Service; Repairs and Preventative Maintenance 13 and employees, from or on account of any liabilities, damages, losses and costs received or sustained by any person or persons by or in consequence of any negligence (excluding the sole negligence of the CITY), recklessness or intentional wrongful misconduct of the CONTRACTOR and any persons employed or utilized by the CONTRACTOR in the performance of this Project. CONTRACTOR agrees that negligent, reckless or intentional wrongful misconduct includes, but is not limited to, use of any improper materials or liabilities, damages, losses or costs caused by or on account of the use of any improper materials. CONTRACTOR agrees that negligent, reckless or intentional wrongful misconduct also includes but is not limited to the violation of any Federal, State, County or City laws, by-laws, ordinances or regulations by the CONTRACTOR, his subcontractors, agents, servants or employees. CONTRACTOR further agrees to defend, indemnify and save harmless the CITY from all such claims and fees, and from any and all suits and actions of every name and description that may be brought' against the CITY on account of any claims, fees, royalties, or costs for any invention or patent, and from any and all suits and actions that may be brought against the CITY for the infringement of any and all patents or patent rights claimed by any person, firm, or corporation. The indemnification provided above shall obligate the CONTRACTOR to defend at his own expense or to provide for such defense, at the CITY'S option, any and all claims or liability and all suits and actions of every name and description that may be brought against the CITY which may result from the operations and activities under this Contract whether the construction operations be performed by the CONTRACTOR, his subcontractor or by anyone directly or indirectly employed by either. This indemnification includes all costs and fees including attorney's fees and costs at trial and appellate levels. Bid No. 20 14-10 Air Conditioning Service, Repairs and Preventative Maintenance 14 The CITY will pay to the CONTRACTOR the specific consideration of ten dollars and other good and valuable consideration as specific consideration for the indemnification provided herein. Furthermore, the CONTRACTOR acknowledges that the bid price includes said consideration for the indemnification provision. 10. This Agreement shall be considered null and void unless signed by both the CONTRACTOR and the CITY. 11. The contract documents constitute the entire agreement between the CITY and the CONTRACTOR and may only be altered, amended or repealed by a duly executed written instrument. Bid Na. 2034-10 Air Conditioning Service, Repairs and Preventative Maintenance 15 IN WITNESS WHEREOF, the parties hereto have executed this Agreement, the day and year first above written. ATTEST; CITY OF DELRAY BEACH, FLORIDA � W Q By: ity Clerk C D. Glickstein, Mayor Approved as to form: City Attorney WIT I CONTRA � ._ BY: (Print or type name and title) (Print or type name and title) (SEAL) Bid No.2014-10 Air Conditioning Service, Repairs and Preventative Maintenance 16 CORPORATE ACKNOWLEDGMENT STATE OP - COUNTY of LCt�,L� The foregoing instrument was acknowledged before me this day of r l _ -- ovWWL 120 , by t�L L• l �� G; '" '"+ _ (name of officer or agent, title of officer or agent), of (�er�-�e� �rlC�r,��.� 'or (state or place of incorporation) corporation, on behalf of the corporation. He/She is (personally known to me) (or has produced identification) and has used hislher -�I�a1� Nb�� (type o i.den J 'cation) as identification. Signature of Person aking Acknowledgment (--� %pA -1 - SaA�)llq Name of Acknowledger Typed, Printed or Stamped 11i\Ni111#11!1!1//�i X ION• �5810N c,�'•. ��y '; Ads �v` ••. ,w Bores �k Bid No. 2014-10 Air Conditioning Service, Pepairs and Preventative Maintenance 17 CERTIFICATE (IF CORPORATION) STATE OF FLORIDA ) SS COUNTY OF ) HEREBY CERTIFY that a meeting of the Board of Directors of y T&_� `�,r Il1I1 C'ib . a corporation under the laws of the State of 6mi dc,, held on �y�,,������C Z 20 t he following resolution was duly passed and adopted: "RESOLVED", that Aek ( (A. 6mn , as tl(Ie,Pm� President of the corporation, he/she is hereby authorized to execute the Agreement dated 20� etween the City of Delray Beach, Florida and this corporation, and that his execution thereof, attested by the Secretary of the Corporation and with corporate seal affixed, shall be the official act and deed of this corporation". I further certify that said resolution is now in full force and effect, IN WITNESS WHEREOF, 1 have hereunto set my hand and affixed the official r� seal of the corporation this 2Z day of L;ti , 20 tl_ (Secretary) (Seal) Bid No. 2614-10 Air Conditioning Service,Repairs and Prevcntative.Maintenance 18 CITY OF DELRAY BEACH BID #2014-10 SPECIFICATIONS 1. PURPOSE: The intent and purpose of this "Invitation to Bid" is to seek competitive bids for an Annual Contract for General Air Conditioning Services and Repairs at various locations within the City of Delray Beach. The awarded Contractor shall furnish all labor, materials, and equipment necessary to complete all work as specified by City's Building Maintenance Superintendent, and have the capability to service multiple locations at any given time. All materials shall be installed in compliance with the Standards of Good Workmanship and shall be approved prior to use by the City's representative. 2. NOTICE OF AWARD: It is and shall be understood and agreed that a Contract shall be deemed to be awarded and validly entered into between the successful bidder and the City when written notice has been given the bidder by the City through its authorized agent. Purchase orders/work orders shall be issued when service is needed. Contract shall be awarded to lowest and most responsive bid (hourly rates and percentages) submitted by a responsible bidder who demonstrates compliance with bid specifications, capability to perform according to the terms of the contract, and responsibility with current customers. Reference checks, review of equipment, and examination of financial stability will be considered together with price in the contract award. 3. COMPETANCY OF BIDDERS: Bids will be considered only from firms which are regularly engaged in the business of providing the goods and/or services described in this Bid and who can provide evidence of financial support, and that they have established a satisfactory record of performance with a sufficient fleet to insure that they can satisfactorily execute the services under the terms and conditions herein stated. The term "equipment and organization" as used herein shall be construed to mean a fully equipped and well-established company in line with the best business in the industry and as determined by the proper authorities of the City of Delray Beach. 4. PRICE FOR SERVICE: The bid wilt be divided into three groups — 1) Hourly rate of labor II) Mark-up factor (%) over cost of materials 111) Preventative Maintenance Group I: Bid your hourly labor rate which shall include travel time to and from the work site. Bid the hourly rate of labor for both a Lead Technician/Journeyman and Apprentice/Helper during working hours (8:00 a.m. thru 5:00 p.m. Monday — Friday) and the hourly rate of labor for both a Lead Technician/Journeyman and Apprentice/Helper for emergency calls after hours. Group IL' Bid on the percentage (%) markup over your cost for parts and materials. The City will pay for parts, on a cost plus markup factor (%). The City reserves the right to check the contractor supplier to confirm cast for parts and materials. Confirming price plus mark-up factor should equal your invoice price for parts and materials. The percentage mark-up is being used to provide for fluctuations in market price for parts and materials and to provide an equitable quantifiable invoicing system. Both groups must be bid on for our bid to be considered responsive. Quantities stated on Bid Form (Schedule of Prices) are estimates only. No guarantee is given as to the actual quantities that will be needed. Estimated quantities are based upon previous needs and estimated usage for twelve (12) month period. Said estimated quantities shall be used for purposes of determining the low bidder meeting specifications by the City. Group III: Preventative Maintenance shall be billed to the City of Delray Beach quarterly. Bid No. 2014-10 Air Conditioning Service, Repairs and Preventative Maintenance 19 5. CONTRACT TERM: Term of the contract shall be one (1) year commencing with date of award on/or about December 2013, and expiring one (1) year thereafter. The City Commission or their designee (i.e. City Manager) reserves the right to renew the contract for an additional two (2) terms of one (1) year per paragraph #20 of General Conditions. If after the awarded contractor has completed the work and it is found upon inspection by the City's Building Maintenance Superintendent, or other designated representative by the Public Works Department, not to be satisfactorily completed, the Contractor will have forty-eight (48) hours to correctly complete the work. Upon completion the contractor will request a final inspection of all work by the City's Building Maintenance Superintendent, or designated representative. If the contractor fails or refuses to complete the work to the City's satisfaction the City reserves the right to procure the services from another source and hold the Contractor responsible for any cost occasioned or incurred thereby. 6, FIRM PRICE: The City requires a firm fixed price on the unit prices (hourly rates and percentage) as bid for the contract period. 7. PERMITS LICENSING AND WORKMANSHIP: All bidders shall procure all permits, Occupational License, and certificates, or any such approvals of plans or specifications as may be required by federal, state and local laws, ordinance, rules, and regulations, for the proper execution and completion of the Work under this contract. 8. WORK AUTHORIZATION: All calls for work will be requested the City's Building Maintenance Superintendent, or designated representative, 9. INFORMATION; Any questions in regards to the Detailed Specifications of this bid should be addressed to Clayton Gilbert, Building Maintenance Superintendent, at (561) 243-7339. Any questions in regards to submission of your bids should be addressed to Patsy Nadal, Purchasing Manager, at (561) 243-716117163 or by email nadal(o�m_ydelraybeach.com. 10. NEW OR LARGE REPLACEMENT AIR CONDITIONING WORK: The successful bidder agrees to provide a free estimate on new work for budgetary purposes when requested by the City's building Maintenance Superintendent. For any new work the city of Delray will provide drawings and detailed requirements that specify the scope of work. The City reserves the right to secure competitive bids from other contractors for selected new air conditioning work for which the successful bidder of this "Invitation to Bid"will be invited to submit a bid. 11. PUBLIC ENTITY CRIME INFORMATION STATEMENT: A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids or leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold of thirty-six (36) months from the date of being placed on the convicted vendor list. Sid No. 2014-10 Air Conditioning Service,Repairs and Preventative Maintenance 20 DETAILED SPECIFICATIONS Air Conditioning Service & Repairs 1. SCOPE OF WORK: It is the intent of this Invitation to Bid to establish a service contract whereby air conditioning and/or heating work will be accomplished for the City of Delray Beach, by the Contractor in a reliable and timely manner. The Contractor shall have the capability to service multiple locations at any given time within the City of Delray Beach. 2, SUBMITTALS WITH BID: The Contractor shall submit documentation that illustrates the company's abiiity to perform the work that will be required under this Contract. The information shall include the following: a) Company Information including; 1) Number of years in business. 2) Number of full-time employees by category and years of experience b) References; 1) The contractor shall submit with his or her Bid, a list of names and phone numbers of at least four (4) references that may be contacted by the City. c) Certification: 1) Lead Technician/Journeyman shall have at least five (5) years experience in the Air Conditioning field in industrial and commercial applications. 3. SERVICE REQUIREMENTS: The Contractor shall provide all labor, material(s) and equipment to complete the following work: 4. (a) Existing buildings 1) General repair of existing domestic, commercial and industrial air conditioning systems including chillers, cooling towers, and thermal storage units. 'NOTE: City !-Fall and Library chiller is under a separate contract. 2) The work may involve location and repair of refrigerant leaks, recharging and check-out systems. 3) Provision and installation of air conditioning equipment including compressors, evaporators and control equipment to repair or replace existing installations. 4) The work may involve replacement of air conditioning equipment, ducts and other equipment that has been vandalized or otherwise in need of repair. b) New Work or Rehabilitation of Existing Buildings: 1) Provision and installation of all piping systems, air conditioning ducts and equipment to complete the new work or rehabilitation project. 2) The work may involve complete revision of the air conditioning system in a building that is being rehabilitated for a new use. 3) The work may involve installation of an air conditioning system for a "new" building which will include installation of all required equipment to complete the project for final inspection and ussue of a certificate of occupancy. NOTE: (1.) Approximately 90% of the Work Orders issued are for rehabilitation work. (2.) The City reserves the right to seek competitive quotes on repairs or replacements which exceed $1,000. Bid No. 2014-10 Air Conditioning Service, Repairs and Preventative Maintenance 21 5. WORK ORDERS: Ordering: (a) Any supplies and/or services to be furnished under this Agreement shall be ordered by issuance of a written Work Order signed by the City's authorized representative(s). (b) All Work Orders are subject to the terms and conditions of this Agreement. In the event of a conflict between a Work Order and the Agreement, the Agreement shall have precedence. (c) Each Work Order will set forth the work to be accomplished, including but not limited to, time to complete, materials required and specifications and drawings to be followed. 6. CONTRACTOR'S RESPONSIBILITIES: (a) Upon receipt of a Work Order from the City's authorized representative(s), the Contractor shall prepare an independent written estimate of the labor and materials required to complete the work. The Contractor will be provided a detailed scope of work which identifies the specific job description. The Contractor shall complete the total estimate to accomplish the job and will identify any additional tasks necessary to satisfactorily accomplish the overall scope of work. (b) If, during the course of work, the Contractor encounters unforeseen conditions which impact the work and which could not initially be evaluated, the Contractor shall not proceed without written authorization of the City's authorized representative(s). (c) The Contractor must return an estimate to the City's authorized representative(s) within one week, or as otherwise directed, from receipt of a Work Order. (d) The Contractor's estimate will be evaluated to determine if the scope has been clearly and accurately understood, the hours have been accurately applied, the work has been properly estimated with supporting data presented and that material and equipment estimates are reasonable and properly documented. After the estimate has been reviewed, the City's authorized representative(s) may negotiate with the Contractor. The City's authorized representative(s) will approve a fixed price for the work described in the Work Order. (e) The Contractor acknowledges that work will be performed only after the above procedure has been accomplished. (f) The basic work unit to be provided by the Contractor shall be determined by the City's authorized representative(s) as to classifications and number of personnel needed for each project. The Contractor shall have appropriate transportation and an adequate inventory of tools and equipment to perform work at the job site. (g) Emergency work may be ordered orally and followed up within forty-eight (48) hours by a written Work Order (h) No work shall be done on weekends or City holidays unless specifically authorized in writing on a Work Order issued by the City. (i) Overtime work is not allowed unless approved in writing by a Work Order issued by the city. Q) Normal work starting time is 8:00 a.m. which coincides with the Contractor's time to start on the job site. Any travel time expenses shall be borne by the Contractor and will not be reimbursed by the City. The hourly rate bid shall include full compensation for labor, equipment use, travel time and any other cost to the Contractor. The rate is straight time for all labor, except as otherwise noted herein. Bid No. 2014-10 Air Conditioning Service, Repairs and Preventative Maintenance 22 (k) The Contractor shall, in addition to all other guarantees, be responsible for faulty labor or workmanship and shall promptly correct improper work, without cost to the City, within a reasonable period after receipt of notification of such faulty labor or workmanship. Payments in full or otherwise do not constitute a waiver of this guarantee. The guarantee period shall be effective for one (1) year after acceptance of the work by the City. (1) Precautions will be exercised at all times for the protection of persons (including employees) and property. Barricades will be provided by the Contractor at Contractor's expense, when work is performed in areas traversed by persons or vehicles, or when deemed necessary by the City's Representative. (m) The Contractor shalt conform to all Federal, State and City regulations during the performance of the Agreement. Any fines levied due to inadequacies or failure to comply with all of the requirements shall be the sole responsibility of the Contractor. Any person found not in conformance with any laws, statues, rules or regulations will not be allowed on the job site. Continued violations by the Contractor shall constitute cause for immediate termination of the Agreement without recourse. (n) All existing structures, utilities, services, roads, trees, shrubbery, etc., shall be protected against damage or interrupted service at all times by the Contractor during the term of specific Work Orders, and the Contractor shall be held responsible for any damage to property caused by reason of his operations on the property. 7. TIME IS OF ESSENSE: (a) The Contractor acknowledges that time is of the essence to complete the work as specified in each and every Work Order. The Contractor agrees that all work shall be prosecuted regularly, diligently, and uninterrupted at such a rate of progress as will ensure full completion thereof within the time specified in each and every Work Order. (b) If the Contractor neglects, fails, or refused to complete the work within the time specified in each and every Work Order or as properly extended by the City, then the Contractor does hereby agree, as part consideration for awarding of the Agreement, to pay to the City the sum of $100.00 for each and every calendar day that the Contractor shall delay after the time stipulated in each and every Work Order for completing as set forth herein. S. COMPLETION: After the work called for in a Work Order has been completed, the Contractor shall provide the following information in writing to the City's representative: (a) Actual hours used to perform the work (by category of personnel); (b) Date and time the work was initiated and completed; (c) Contractor's certification that the work has been completed; (d) A detailed breakdown of the materials used to complete the work. 9. SPECIAL REQUIREMENTS: The following special requirements are conditions of the Agreement: (a) The City will notify the Contractor when services are required by means of a Work Order. The Contractor shall commence the work on the date agreed to after receipt of an approved Work Order and will complete the work as specified in the Work Order. (b) The Contractor shall respond to emergency service calls within one (1) hour for Public Safety (Fire/ Police) and within two (2) hours for all other buildings. Bid No. 2014-10 Air Conditioning Service, Repairs and Preventative Maintenance 23 10. EQUIPMENT: (a) The personnel shall have or be provided with a working set of hand and power tools for general air conditioning work. (b) The contractor shall have ownership of suitable equipment to be capable of completing the Work Order in a timely manner. The equipment shall include, but not be limited to, the following: 1) System evacuation equipment. 2) Sheet metal shearing and forming equipment. 11. INVENTORY: The Contractor shall have and maintain an inventory of piping, duct materials and air conditioning equipment to provide for timely completion of Work Orders. LEFT BLANK INTENTIONALLY Bid No. 2014-10 Air Conditioning Service, Repairs and Preventative Maintenance 24 12, BUILDING LOCATIONS: Air Conditioning Services Department Description Address # of Units Building Maintenance City Hall 100 N.W. 15 Avenue 14 Building Maintenance City Attorney 200 N.W. 15 Avenue 2 Building Maintenance Cason Cottage 1 100 N.W_ 2" Street 1 Building Maintenance Delray center for the Arts 51 N. Swinton Avenue 40 Building Maintenance Environmental Services Admin 434 S. Swinton Avenue 2 Building Maintenance Federspiel Garage 22 SE 1 Avenue 1 Building Maintenance Public Works/ES Complex 434 S. Swinton Avenue 10 Building Maintenance Utility Maintenance 434 S. Swinton Avenue 2 Building Maintenance Meter Repair 434 S. Swinton Avenue 1 Building Maintenance Old School Square Parking Garage 95 N.E. 1 Avenue 4 Building Maintenance Parks Maintenance 320 S.W. 4 Street 2 Building Maintenance Visitor Center E.Atlantic avenue 1 A1A 2 Fire Department Fire Station #1 501 W. Atlantic Avenue 7 Fire Department Fire Station#2 35 Andrews Avenue 3 Fire Department Fire Station #3 651 Linton Boulevard 2 Fire Department Fire Station#4 4321 Lake Ida Road 2 Fire Department Fire Station#5 4000 Old Germantown Rd 4 Fire Department Fire Station #6—Highland Beach 3612 S. Ocean Boulevard 2 Park & Recreation Adult Recreation Center 802 N.W. 15 Street 2 Park & Recreation Lifeguard Headquarters 340 S. Ocean Boulevard 1 Park & Recreation Community Center 50 N.W. 1 Avenue 9 Park & Recreation Currie Common Park 750 S.E. 2" Avenue 1 Park & Recreation Delray Marina 159 Marina Way 1 Park & Recreation Mae Voien 850 N. Congress Avenue 4 Park & Recreation Miller Park#1 1905 S.W. 4 Avenue 2 Park & Recreation Miller Park#2 1905 S.W. 4 Avenue 1 Park & Recreation Miller Park#3 1905 S.W. 4 Avenue 1 Park & Recreation Pompey Park 1101 N.W. 2" Street 5 Park & Recreation Pompey Concession Stand 1101 N.W. 2" Street 1 Police Department Police Complex 300 S.W. Atlantic Avenue 7 Police Department Police Substation (Beach) 2 S. Ocean Boulevard 1 Police Department Police Substation (OSS Garage) 95 NE 15 Avenue 1 Water/Sewer Division Water Treatment Plant 200 N.W. 6 Street 10 Golf Course Golf Course DBGC 2200 Highland 14 Golf Course Lake View GC 1200 Dover Rd. 4 NRC Community Improvement 141 S.W. 12th Avenue 2 CLT Community Improvement 145 SW 12 Avenue 1 Tennis Center Swim &Tennis Jaeger Drive 4 Tennis Center Ticket Booth 30 NW 15 Avenue 1 Tennis Center Tennis Center Club House 201 West Atlantic Ave 2 Bid No, 2014-10 Air Conditioning Service,Repairs and Preventative Maintenance 25 SCHEDULE OF PRICING BID #2014-10 AIR CONDITIONING SERVICES AND REPAIRS Furnish all labor, tools, equipment, transportation, etc., necessary to provide Air Conditioning Services to the City of Delray Beach, all in accordance with the attached Specifications, for the hourly rates per man, per hour as follows: GROUP I. Hourly Rate of Labor: A. 8:00 A.M.thru 5:00 P.M. Monday-Friday TOTAL ESTIMATED TOTAL ANNUAL LABOR HOURS OF X HOURLY RATE + LABOR COST LABOR USED _ ANNUALLY i. Lead Technician/Journeyman 100 Hours X $ � � _ $ scow: 2. Apprentice/Helper 50 Hours X $ B. After Hours (Overtime-Emergency Calls) TOTAL TOTAL ANNUAL LABOR ESTIMATED X HOURLY RATE + LABOR COST HOURS OF LABOR USED ANNUALLY 3. Lead Technician/Journeyman 15 Hours X $ 4. Apprentice/Helper 5 Hours X $ S� $ GROUP ll. Percentage Mark-u Parts t Materials): TOTAL ESTIMATED AMOUNT PERCENTAGE TOTAL ANNUAL MARK-UP FOR SPENT ON MATERIALS x MARK-UP MATERIALS ANNUALLY — 5. $20,000 Times = $ +� % 3a o0�- TOTAL ESTIMATED AMOUNT + TOTAL = TOTAL ANNUAL COST FOR SPENT ON MATERIALS ANNUAL MATERIALS MARK-UP FOR MATERIALS 6, $201000 Pius _3� r *GRAND TOTAL—GROUPS I & 11 (Items 1, 2, 3,4, & 6) $ C2 Bid No. 2014-10 Air Conditionin g Service, Repairs.and Preventative Maintenance 2.6 SCOPE OF WORK BID #a0 l 4- [ 0 PREVENTATIVE MAINTENANCE 1. SCOPE OF WORK. It is the intent of this Invitation to Bid to establish a preventative maintenance contract for all air conditioning equipment at each site for the City of Delray Beach. The Contractor shall have the capability to service multiple locations at any given time within the City of Delray Beach. For all air conditioning equipment at each site a. Change all pleated filters—two (2) times yearly b. Precision Tune-up —two (2) times yearly • Check and clean evaporator coils. • Check and clean condenser coils. • Change filters (w/pleated) and write date changed on all filters. • Clean condensate pans and drains, add tablets to inhibit algae growth. • Monitor and adjust refrigerant pressure. • Adjust and clean blower components. • Oil / grease all motors and bearings. • Check and record all voltages and amperages. • Measure heating and cooling transfer capability. • Check/tighten / clean all electrical connections. • Lubricate moving parts. • Check 1 adjust/ replace as needed all belts. • Keep units clean. • Check/ calibrate thermostats. Note: Filters changed U per year total Contractor is responsible for supplying all materials used in the PM process (filters, refrigerant, oils, grease, lubricants, coil cleaners, cleaning supplies, belts). Reports will be given to the manager at each site-of the work performed and status of the equipment. Bid No.2014-10 Air Conditioning service,Repairs and Preventative Maintenance 27 SCHEDULE OF PRICING BID #2014- 10 PREVENTATIVE MAINTENANCE *Preventative maintenance will be invoiced quarterly. Building Location Address Cost Per Year CIV 1 City Half 100 N.W. 1St Avenue $ 2 Delray Center for the Arts 51 N. Swinton Avenue $ 3 Delray Swim and Tennis Club 2350 Jaeger Drive $ 4/ 4 Lakeview Golf Course 1200 Dover Rd. $ QC0 5 Fire Station #1 501 W Atlantic Ave. $ Z/5_2 6 Fire Station #2 35 Andrews Ave. $ / �O` � 7 Fire Station #3 651 Linton Blvd. $ S �/r �-7 O 8 Fire Station #4 Lake Ida Rd. & Barwick $ J(`� 9 Fire Station#5 4000 Old Germantown Road $ 10 Fire Station #6 3614 S.. Ocean Blvd, Highland Bch $ l -f 11 Police HQ & Shooting Range 300 W. Atlantic Ave. $ r W 12 Visitors Center E Atlantic Ave and A I A $ 13 OSS Parking Garage 95 NE 1 st Ave $ /�p o B7 14 Federspiel Parking Garage 22 SE 1st Ave $ ��a 15 Employee Wellness Center 525 NE 3rd Ave Suite 1041105 16 City Hall 100 NW I"Ave �( 30 Ton RTU over P &Z only) $—�? • ' 17 Mae Volen Center 850 N. Congress Ave. $ 18 Delray Center for the Arts 50 N Swinton Ave. $ _r ✓ u Per Quarter Per Year TOTAL $ 17 3 /�q, :2 Y $-ago Preventative maintenance will be invoiced quarterly. Bid No. 2014-10 Air.Conditioning,3ervice,Repairs and Preventative Maintenance 28. i DRUG FREE WORKPLACE CERTIFICATION Bid 2 014= 10 Air Conditioning Services, Repairs and Preventative Maintenance Services If identical tie bids exist, preference will be given to the vendors who submit a certification with their bid/proposal certifying they have a drug-free workplace in accordance with Section 287.087. Florida Statutes. The drug-free workplace preference is applied as follows: IDENTICAL TIE BIDS: Preference shall be given to businesses with drug-free workplace programs. Whenever two or more bids which are equal with respect to price, quality, and service are received by the State of by any political subdivision for the procurement of commodities or contractual services, a. bid received from a business that certifies that it has implemented a drug-free workplace program shall be given preference in the award process, Established procedures for processing tie bids will be followed if none of the tied vendors have a drug-free workplace program. As the person authorized to sign this statement, I certify that this firm complies fully with the following requirements: 1) This firm publishes a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2) This firm informs employees about the dangers of drug abuse in the workplace, the business's.policy of maintaining a drug-free workplace, any available drug counseling., rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3) This firm gives each employee engaged in providing the commodities or contractual services that are under bid a copy of the statement specified in subsection (1). 4) In the statement specified in subsection (1), this firm notifies the employees that, as a condition of working on the commodities or contractual services that are under bid, the employee will abide by the terms of the statement and will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guiity or nolo contendere to, any violation of chapter 893 or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. 5) This firm imposes a sanction on or requires the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, by any employee who is so convicted. 6) This firth will continue to make a good faith effort to maintain a drug-free workplace through implementation of this section. 40!&Contractor's Name Si nature 4 Bid No; 2014-10 Air Conditioning Service, Repairs and Preventative Maintenance 29 WORK REFERENCES Bid 2014- 10 Air Conditioning Services, Repairs and Preventative Maintenance Services 'Please complete this page or attach your reference page to this sheet. Company Address City, State, Zip LL " r Contact Person Telephone S — Date(s) ofServ'ice Type of Service — Comments: Company ,u lW 6 Address �� ///c, Ape �,,- City, State,Zip Contact Person Telephone Date.(s)of Serv'€ce Type of Service Ale vs.�E/v� sice� rc+.rJ Comments: Company .v 4 Address rx,� city,State,Zip Contact Person Telephone Date(s) of Service Type of Service rP CJ/rl//!'7iL e'r �J Je.t Comments: �p Contractors Dame: Bid No, 2014-10 Air Conditioning Service, Repairs and Preventative Maintenance 30 CITY OF DELRAY B10 SIGNATURE FORM Bald 2014- 10 Air Conditioning Services, Repairs and Preventative Maintenance Services PLEASE AFFIX SIGNATURE WHERE INDICATED (FAILURE TO DO SO SHALL BE CAUSE FOR REJECTION OF YOUR PROPOSAL) The undersigned bidder certifies that this bid package is submitted in accordance with the specification in its entirety and with full understanding of the conditions governing this bid. &(rrl *Name of Bidder (Firm Name as Rbgistered with their State of origin) J` C Business Address: c 5 f� �� l we, Stre tAddress (P.O. Box Address is not permitted) City, State, I Mailing Address: 91 Iheck if Same as Business Address above Street Address ity, St_ e, Authorized Si nature {Written} I Print Name and Title of Person Signing this Form Date Telephone 1 Fax No. Email Address of Authorized Sig nee: e�1Q e CCr� r . e VENDOR SERVICE REPRESENTATIVE FOR PLACEMENT OF ORDER CONTACT NAME: �- V-ItLet- TELEPHONE; ( y r2 - / EMAIL ADDRESS: Thank you for your interest in the City of Delray Beach Bid No. 2014-10 Air Conditioning Service, Repairs and Preventative Maintenance 31: CITY OF DELRAY STATEMENT OF NO BID Bid 2014- 10 Air Conditioning Services and Repairs - Annual Contract If you are not bidding on this service/commodity, please complete and return this form to: City of Delray Beach Purchasing Department, 100 NW 1st Avenue, Delray Beach, Florida 53444. Failure to respond may result in deletion of vendor's name from the qualified bidder's list for the City of Delray Beach. VEND `R NAME: ADDRES . TELEPI BONE: SIGNATURE: DATE,: Minority Owned Business: ❑ Black \onBid ic El woman F] Other We,the undersigned have declined to bid 2014-10 due to the following reason(s): Please Check below: ❑ Specifications too"tight", i.e., geared towar rand or manufacturer only(explain below) ❑ Insufficient time to respond to the Invitation to Bi ❑ We do not offer this product or an equivalent ❑ Our product schedule would not permit us to perform ❑ Unable to meet specifications ❑ Unable to meet:bond requirements ❑ Specifications unclear(explain below) ❑ Other(specify below) RemarkslOther: Bid No. 201 4-10 Air Conditioning Service, Repairs and Preventative Maintenance 32 ATTACHMENT "�® �•■ Bid No:201440 Air Conditioning Service,Repairs and Preventative Maintenance 33 rn cr, m A w N n _ } O 0 0 0 � n r oa C m Z n ID M y 7 n � U3 Mi 0 Q C Ci Cro7 o o m Z rn Q; m n, o 171 p w m o � O 0 m o -n ro m � Cl) ro �7 -1 o 0 0 r 'a 3 _ ro C9) QD m 0 N N m CD CD 0 C 'Q O O n 7 N O TI ca r Q- 'm 7 � ta o mm CL n z M. p D_ W A_ n 0 ° a w z n ° a o cR 0 o o c M � � (b z O Fn xx m D z a Q. z =1 G) n z m Cf) rn z M 0 m = rn W w 40 w W m ►y G O W m N C7 O W O ci Ill CD o °o o °o °o °o o °o rQa °a It! m N m 0 n n 0 z n v = W m w N + CL O O CO° N o ° N MO W W � p m N W 0 4 N Ch (R O (o O O a W 7. O t31 C] O O C] C� CF� CD O o o O C4 --� O O O o C 0 O O a a O O C) = Vl C) m � � ER 6D ti m ro � eoa m � © � a m a w o � n o O o c o a o a o 0 0 r o 00 o a 0 0 o o a C7 � a ey o 0 o a ca 0a o o a o n 0 w m 0 141 o °o ° m m 0 Q0 o 0 a ►F� 3 O 0 N O O N V O 0 a L" °_ Vy p p � CJ O t71 -Ch G C] Q Q 7 0 0 0 o C9 a o a a o Q a Ci r C 6aa ' 40 nos CD W "p W b3 N 4fl N C E @9 O O N •►WI W V N O Cn p sp C C O o C ° O O O O c a) O O o O n n � s =r w MEMORANDUM W TO: Mayor and City Commissioners FROM: William A. Grieve, P.E., Assistant City Engineer Isaac Kovner, P.E., City Engineer Randal L. Krejcarek, P.E., Environmental Services Director THROUGH: Donald B. Cooper, City Manager DATE: January 9, 2015 SUBJECT: AGENDA ITEM 8.C.-REGULAR COMMISSION MEETING OF JANUARY 20,2015 AMENDMENT NO.2 TO THE GENERAL ENGINEERING CONSULTING SERVICE AGREEMENTS BACKGROUND Consider approval of Amendment No. 2 for General Engineering Consulting Services agreements with the following consultants: (1) Calvin Giordano & Associates (CGA), (2) Kimley-Horn & Associates (KHA), (3) Mathews Consulting (MC), Inc. and (4) Wantman Group (WG). (RFQ #2012-06). This recommendation is in compliance with Chapter 36, Section 36.02(C)(3), "Professional Services" and Section 36.07(A)(3), "City Commission Approved Contracts, Renewal". In January 2012, CGA, KHA, MC and WG were awarded two year agreements for consultant services. An RFQ process was utilized in awarding these continuing agreements in compliance with Title 19, Chapter 287, Section 287.055 of the Florida Statutes, also known as (a/k/a) Consultants Competitive Negotiation Act (CCNA), for acquisition of professional architectural, engineering, landscape architectural or surveying and mapping services. The original agreement was for two years and the City reserved the right to renew each agreement for one additional year in each of the three years after the initial two years. The total agreement will not exceed five years, which is in concert with the Five Year Capital Improvement Program (CIP) that was included in the original Request for Qualifications (RFQ). Under CCNA, the City choose consultants based on qualifications and not hourly rates. Only after consultants were ranked based on qualifications and approved by City Commission did staff negotiate hourly rates. KHA has requested a 4% increase in their hourly rates. Per the agreement, consultants are allowed to request rate increases only during the renewal process and all increases are capped at 5%. Per Section VIL2.a, Attachment B to their agreement is the revised wage rate schedule. A comparison between the 2014 and 2015 wage rates is included as a separate attachment. CGA, MC and WG have agreed to maintain the same rates. FINANCIAL DEPARTMENT REVIEW The Finance Department recommends approval. DISCUSSION This is a request for City Commission to consider approval of Amendment No. 2 to the General Engineering Consulting Service Agreements with the following consultants: 1) Calvin Giordano & Associates, (2) Kimley-Horn & Associates, (3) Mathews Consulting, Inc. and (4) Wantman Group (RFQ#2012-06). TIMING OF THE REQUEST This is a time sensitive item as the contracts will commence to expire in January and February of 2015. FUNDING SOURCE Funding shall be dependent on the capital improvement plan budget FY 2014-2015. RECOMMENDATION By motion, City Commission approves Amendment No. 2 for General Engineering Consulting Services Agreements with Calvin Giordano &Associates By motion, City Commission approves Amendment No. 2 for General Engineering Consulting Services Agreements with Kimley-Horn&Associates By motion, City Commission approves Amendment No. 2 for General Engineering Consulting Services Agreements with Mathews Consulting, Inc. By motion, City Commission approves Amendment No. 2 for General Engineering Consulting Services Agreements with Wantman Group AMENDMENT NO. 2 TO AGREEMENT FOR GENERAL CONSULTING SERVICES THIS AMENDMENT NO. 2 to the Agreement dated February 22, 2012 is made this day of , 2015, by and between the CITY OF DELRAY BEACH, FLORIDA (the "City") and CALVIN, GIO ®ANO AND ASSOCIATES, INC. (the "Consultant"). WITNESSETHf WHEREAS, the parties desire to exercise their right to renew the Agreement entered into February 22, 2012 for one year, pursuant to Section Vl "Agreement Period," which will extend the contract until February 22, 2016. WHEREAS, the parties desire to amend the Agreement to comport with the recent changes in state law pertaining to public records and to reference the Palm Beach County Inspector General's authority to review contracts. NOW, THEREFORE, based on the promises and covenants herein contained, the parties agree as follows: 1. The recitations referred to above are hereby incorporated herein. 2. The parties desire to repeal Exhibit "B" that was attached to the Agreement dated February 22, 2012 and replace it with the new "Exhibit B" as attached to this Amendment loo. 2. 3. The parties desire to amend the agreement to add Paragraph X "Inspector General" and Paragraph Y "Public Records" to comport with recent changes to county and state law: X. Inspector General: Consultant is aware that the Inspector General of Palm Beach County has the authority to investigate and audit matters reiating to the negotiation and performance of this contract, and may demand and obtain records and testimony from Consultant and its subcontractors and lower tier subcontractors. Consultant understands and agrees that in addition to all other remedies and copse uences provided by.law s failure of Consultant or it subcontractor or louver_tier subcontractors to fully cooperate with the Inspector General when requested may be deemed by the City to be a material breach of this Agreement iustifying its termination. Y. Public Records, Consultant shall comply with all public records laws in accordance with Chapter 119 Fla, Stat. In accordance with state law. Consultant agrees to: a) Keep and maintain all records that ordinarily and necessariiy would be required by the City. b) __Provide the public with access to public records on the same terms and conditions that the City would provide for the records and at a cost that does not ,..... exceed the costs provided in Chapter 119, Fla. Stat. or as other�v;,,...,_.se provided by law. c Ensure that public records that are exempt or confidential and exempt from Public records disclosure are not disclosed except as authorized by law. d) Meet all reguirements for retaining pub5c records and transfer at no cost, to the City all records in possession of the Consultant at the termination of the contract and destroy any pubic records, ,. that are exempt or confidential and „ .._...._,_.._._._ exempt from pubiic records disclosure requirements. All records stored electronically must be provided to the City in a format that is compatible with the information technology systems of the City. All records shall be transferred to the City prior to final payment t being made to the Consultant. e) If Consultant does not compiy,.with this section, the City shall enforce the contract provisions in accordance with the contract and may unilaterall y cancel this contract in accordance with state law. 2 4. All other terms and conditions of the Agreement of February 22, 2012 not in conflict with this Amendment No. 2 shall remain in full force and effect and are incorporated herein. Its WITNESS WHEREOF, the parties hereto have executed this Amendment No. 2 the day and year first above written. ATTEST: CITE' OF DELRAY BEACH, FLORIDA By: By: City Clerk Carey S. Giickstein, Mayor Approved as to legal sufficiency and form: By: City Attorney WITNESSES. CALVIN, GIORDA O AND ASSOCIATES, INC. By. Print Name: Print Larne: STATE OF FLORIDA COUNTY OF PALM BEACH The foregoing instrument was acknowledged before me this day of 2015, by He/She is personally known to rye or has produced (type of identification) as identification. Notary Public — State of Florida 3 INZ C' Min, Gi rda D P 't J N A L F C i u I 1 0 h S DATE Certificate of Authori.,,ati on No.514 10134/2013 CITY OF DELRAY BEACH RATE SHEET 3.05 Mult w/$175 max 3.00 Mult W/$175 max Employee Type 2013 ADJUSTMENT 2011 ORIGINAL ENGINEERING Associate,Engineering{VI} $ 175.00 175.00 Director,Engineering tV) 175.00 175.00 Project manager(IV) 144.09 137.23 Project Engineer(111) 125.38 $ 11938 Eogin Ler{11) 88.03 83.84 Jr.Engineer(1) $ 81.13 77.27 Engineering Technician $ 110.25 105.00 Senior LADD Tecb Manager $ 103.01 98.10 CADD Technician 78.25 74.52 CONSTRUCTION Construction Management Director 148.61 141.53 Assitant Construction Management Director 131.30 125.05 Associate,Construction 130.36 $ 12415 Senior Inspector 110.10 104.86 Inspector 61.78 58.84 SURVEY Survey Crew(3 party) 175-00 167.41 Senior Registered Surveyor 156.71 149,25 Registered Surveyor 99.98 45.22 Survey Coordinator 82.51 78.58 Clerical 72.94 $ 69.47 LANDSCAPE Associate,Landscape 168.24 160.23 Sr.Landscape Architect 14E.92 141.83 Environmental Administrator 130.13 $ 123.93 Landscape Architect 115.19 109.70 Environmental Specialist 7672 73.07 Landscape CADD Technician 73.43 69,93 PLANNING Associate,Planning 154.47 $ 147.11 Director of Planning 13728 $ 130.74 Planner 86.95 $ 82.82 Jr.Planner 70.69 5732 A ENS ENT NO. 2 TO AGREEMENT FOR GENERAL CONSULTING SERVICES THIS AMENDMENT N®. 2 to the Agreement dated February 22, 2012 is made this day of , 2015, by and between the CITY OF DELRA'Y BEACH, FLORIDA (the "City") and KB LEY-HORN AND ASSOCIATES, INC. (the "Consultant"). WITNESSETH: WHEREAS, the parties desire to exercise their right to renew the Agreement entered into February 22, 2012 for one year, pursuant to Section Vl "Agreement Period," which will extend the contract until February 22, 2016. WHEREAS, the parties desire to further amend the Agreement in order to modify the salary and billing rates for the extension. WHEREAS, the parties desire to amend the Agreement to comport with the recent changes in state law pertaining to public records and to reference the Palm Beach County Inspector General's authority to review contracts. NOW, THEREFORE, based on the promises and covenants herein contained, the parties agree as follows: 1 . The recitations referred to above are hereby incorporated herein. 2. The parties desire to repeal Exhibit "E" "Salary and Billing Rates for Kimley-Horn and Associates, Inc., Revised 1-1-2012" that was attached to the Agreement dated February 22, 2012 and replace it with the new "Exhibit S" as attached to this Amendment No. 2. 3. The parties desire to amend the agreement to add Paragraph X "Inspector General" and Paragraph Y "Pubiic Records" to comport with recent changes to county and state law: X. Inspector General: Consultant is aware that the Inspector General of Palm Beach Count has the authority to investigate and audit matters relating to the negotiation and performance of this contract, and may demand and obtain records and testimony from Consultant and its subcontractors and lower tier subcontractors. Consultant understands and agrees that in addition to all other remedies and consequences provided by law, the failure of Consultant or its subcontractor or lower tier subcontractors to fully cooperate with the inspector General when requested may be deemed by the City to be a material breach of this Agreement iustifying its termination. Y. Public Records: Consultant shall comply with all public records laws in accordance with Chapter 119, Fla. Stat. In accordance with state law, Consultant agrees to: a Deep and maintain all records that ordinarily and necessarily would be required by the City. b) Provide the public with access to public records on the same terms and conditions that the City would provide for the records and at a cost that does not exceed the costs provided in Chapter 119, Fla. Stat. or as otherwise provided by law. c Ensure that public records that are exempt or confidential and exempt from public records disclosure are not disclosed except as authorized by law. d) Meet all requirements for retaining public records and transfer, at no cost, to the City all records in possession of the Consultant at the termination of the contract and destroy any public records that are exempt or confidential and exempt from public records disclosure requirements All records stored electronically must be provided to the City in a format that is compatible with the information technology systems of the City. All records shall be transferred to the City prior to final payment t being made to the Consultant. e If Consultant does not compIV with this section the City shall enforce the contract provisions in accordance with the contract and may unilaterally cancel this contract in accordance with state law. 2 4. All other terms and conditions of the Agreement of February 22, 2012 not in conflict with this Amendment No. 2 shall remain in full force and effect and are incorporated herein. IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 2 the day and year first above written. ATTEST: CITY OF DELRAY BEACH, FLORIDA By: By: City Clerk Carey S. Glickstein, Mayor Approved as to legal sufficiency and form: By: City Attorney WITNESSES- KI LEY-HORN AND ASSOCIATES, INC. By: Print Name: Print Dame: STATE OF FLORIDA COUNTY OF PALL BEACH The foregoing instrument was acknowledged before me this day of 2013, by He/She is personally known to me or has produced (type of identification) as identification. Notary Public — State of Florida 3 Crry of Delray Beach General Engineedrag Consulfing Services Exhibit B Salary and Billing Rates for Kimley-Horn and Associates, Inc. Revised For February 2015 Extension Employee Category Hourly Raw Salary Hourly Raw Salary Rate Rates Times 3.00 Multiplier Senior Principal $8f.12 $244.D0 Principal $67.42 $203.00 Senior Professional $58.95 $180.00 Professional $44.85 $135.00 Analyst $33.53 $101m Technician[Sr.CAD $30.64 $92.00 Technidanl5r.Field Reps. $39.42 $119.00 Support Staff $23.80 $72.0€3 KLR�C_ROa�uaY`-�� Y City=Th CS renawanDelray_Ia6u,�-rates incan-.ale ExhidiY B.xis AMENDMENT NO. 2 TO AGREEMENT FOR GENERAL CONSULTING SERVICES THIS AMENDMENT N®. 2 to the Agreement dated January 24, 2012 is made this day of , 2015, by and between the CITY OF DELRAY BEACH, FLORIDA (the "City") and MATHEWS CONSULTING, INC. (the "Consultant"). WITNESSETH: WHEREAS, the parties desire to exercise their right to renew the Agreement entered into .January 24, 2012 for one year, pursuant to Section VI "Agreement Period," which will extend the contract until January 24, 2016. WHEREAS, the parties desire to further amend the Agreement in order to modify the salary and billing rates for the extension. WHEREAS, the parties desire to amend the Agreement to comport with the recent changes in state law pertaining to public records and to reference the Palm Beach County Inspector General's authority to review contracts. NOW, THEREFORE, Based on the promises and covenants herein contained, the parties agree as follows: 1 . The recitations referred to above are hereby incorporated herein. 2. The parties desire to repeal Exhibit "B' that was attached to the Agreement dated January 24, 2012 and replace it with the new "Exhibit B" as attached to this Amendment No. 2. I The parties desire to amend the agreement to add Paragraph X "Inspector General" and Paragraph Y "Public Records" to comport with recent changes to county and state law: K Inspector General: Consultant is aware that the Inspector General of Palm Beach County has the authority to investigate and audit matters relating to the negotiation and performance of this contract and may demand and obtain records and testimony from Consultant and its subcontractors and lower tier subcontractors. Consultant understands and agrees that in addition to all other remedies and consequences provided by law, the failure of Consultant or its subcontractor or louver tier subcontractors to jully cooperate with the Inspector General when requested may be deemed by the City to be a material breach of this Agreement iustifying its termination. Y. Public Records: Consultant shall comply with ail public records laws in accordance with Chapter 119, Fla. Stat. In accordance with state law, Consultant agrees to: a Keep and maintain all records that ordinaril and necessarily would be required by the City._ b) Provide the public with access to public records on the same terms and conditions that the City would provide for the records and at a cost that does not exceed the costs provided in Chapter 119 Fla. Stat. or as otherwise provided by law. c) Ensure that public records that are exempt or confidential and exempt from public records disclosure are not disclosed except as authorized by law. d Meet all re uirements for retaining public records and transfer, at no cost to the City all records in possession of the Consultant at the termination of the contract and destroy any public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the City in a format that is compatible with the information technology systems of the City. . All records shall be transferred to the City prior to final payment t being made to the Consultant_ e) If Consultant does not comply with this section, the City shall enforce the contract provisions in accordance with the contract and may unilaterally cancel this contract in accordance with state law. 2 4. All other terms and conditions of the Agreement of January 24, 2012 not in conflict with this Amendment No. 2 shall remain in full force and effect and are incorporated herein. IN WITNESS WHEREOF, the parties hereto have executed this Amendment Igo. 2 the day and year first above written. ATTEST: CITY OF DELRAY BEACH, FLORIDA By: By: City Clerk Carey S. Glickstein, Mayor Approved as to legal sufficiency and form: By: City Attorney VVITNESSES: MATHEWS CONSULTING, INC. By: Print fume: Print fume: STATE OF FLORIDA COUNTY OF PALM BEACH The foregoing instrument was acknowledged before me this day of 2015, by , He/She is personally known to me or has produced (type of identification) as identification. Notary Public — State of Florida 3 Exhibit B Wantman Group,Inc. Hourly Hourly Raw Raw Rates Rate X 3.0 Principal Engineer 68.27 204.81 Senior Project Manager 57.53 172.60 Project Manager 48.33 144.99 Senior Project Engineer 42.62 127.86 Project Engineer 35.48 106.44 Engineer 31.03 93.09 Field.Engineer 39.00 117.00 Environmental Scientist 41.65 12496 Engineer intern 23.85 71.55 Principal Surveyor 68.27 204.81 Senior Professional Surveyor 50.82 152.46 Professional Surveyor 40.23 120.69 Surveyox/Technician 32.20 96.60 CADD Technician 25.48 76.44 2 Man Survey Crew 40.00 120.00 3 Man Survey Crew 50.00 150.00 Hydrographic/Bathymetric Crew 108.33 325.00 Graphic Artist 23.33 70,00 Administrative 22.59 67.77 AMENDMENT O. 2 TO AGREEMENT FOR GENERAL CONSULTING SERVICES THIS AMENDMENT NO. 2 to the Agreement dated January 24, 2012 is made this day of 2015 by and between the CITY OF DEL_RAY BEACH, FLORIDA (the "City") and 1 ANTMAN GROUP, INC. (the "Consultant"). WITNESSETH: WHEREAS, the parties desire to exercise their right to renew the Agreement entered into January 24, 2012 for one year, pursuant to Section VI "Agreement Period,," which will extend the contract until January 24, 2016. WHEREAS, the parties desire to further amend the Agreement in order to modify the salary and billing rates for the extension. WHEREAS, the parties desire to amend the Agreement to comport with the recent changes in state law pertaining to public records and to reference the Palrn Beach County inspector General's authority to review contracts. NOW, THEREFORE, based on the promises and covenants herein contained, the parties agree as follows: 1. The recitations referred to above are hereby incorporated herein. 2 The parties desire to repeal Exhibit "B" that was attached to the Agreement dated January 24, 2012 and replace it with the new "Exhibit B" as attached to this Amendment too. 2. 3. The parties desire to amend the agreement to add Paragraph X "Inspector General" and Paragraph Y "Public Records" to comport with recent changes to county and state iaw: X. Inspector General: Consultant is aware that the inspector General of Palm Beach County has the authority to investigate and audit matters relating to the negotiation and performance of this contract, and may demand and obtain records and testimony from Consultant and its subcontractors and lower tier subcontractors. Consultant understands and agrees that in addition to all other remedies and consequences provided bV iaw, the failure of Consultant or its subcontractor or lower tier subcontractors to fully cooperate with the Inspector General when requested may be deemed by the City to be a material breach of this Agreement i stifying its termination. Y. Public Records: Consultant shall comply with all public records laws in accordance with Chapter 119, Fla. Stat. In accordance with state law, Consultant agrees to: a) Keep and maintain all records that ordinarily and necessarily would be required by the City. b) Provide ffie public with access to public records on the same terms and conditions that the City would provide for the records and at a cost that does not exceed the costs provided in Chapter 119, Fla. Stat. or as otherwise provided by law. c) Ensure that public records that are exempt or confidential and exempt from public records disclosure are not disclosed except as authorized by law, d) Meet all requirements for retaining public records and transfer, at no cost, to the City all records in possession of the Consultant at the termination of the contract and destroy any public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the City in a format that is compatible with the information technology systems of the City. All records shall be transferred to the City prior to final payment t being made to the Consultant. e) If Consultant does not comply with this section, the Gty_shall enforce the contract provisions in accordance with the contract and may uniiateraliy cancel this contract in accordance with state law. 2 4. All other terms and conditions of the Agreement of January 24, 2012 not in conflict with this Amendment No. 2 shall remain in full force and effect and are incorporated herein. IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 2 the day and year first above written. ATTEST: CITY OF DELRAY BEACH, FLORIDA By: By: City Clerk Mayor Approved as to legal sufficiency and form: By: City Attorney WITNESSES- WANT AN GROUP, INC. By: Print Name: Print Name: STATE OF FLORIDA COUNTY OF PALM BEACH The foregoing instrument was acknowledged before me this day of 2015, by He/She is personally known to me or has produced (type of identification) as identification. Notary Public — State of Florida 3 City of Delray Beach General Engineering Consulting Services EXHIBIT B Hourly Rave Hourly Salary Rate Raw Salary Times 3.00 Employer Category Rates Multiplier Professionals—Engineers,Architects, Planners, Economists, Scientists,Hydrologists, Hydrogeologists, Geologists, etc. Principal Engineer..................................$55.47f t............................$166.40fhr. Proj ect Manager.....................................$53.72/hr............................$161.17/hr. Senior Engineer...................................—$48,29/k...........--.............$144.86/hr. Engineer 11 ............................................ $39.61/lax............................$118.84/hr. Engineer I...............................................$32.19/hr............................$96.56/hr. Technicians—Drafters, Graphic Artists, Computer, Surveyors, Cartographics, Construction Inspectors, etc. Senior Engineering Tech—.............. ......S38.37/hT..... ............... Senior CARD Designer.........................$33.42/hr............................$100.27/hr. CARD Designer.................I.................. $29.36/hr. ...........................$88.07/hr. Construction Manager............................$39.41/hr............................$118.22Chr. Senior Inspector.....................................$36.60/hr....-.......................$109.79/hr. Inspector.................................................$29.72/hr.................... ........$89.15Ihr. Office Support Clerical/Admire....................................... $23.53hr............................$70.581hr. Page 26 of 30 AMENDMENT NO. 1 TO AGREEMENT FOR GENERAL CONSULTING SERVICES THIS AMENDMENT NO. 1 to the Agreement dated February 22, 2012 is made this day of 20 by and between the CITY OF DELRAY BEACH, FLORIDA (the "City") and CALVIN, GIORDANO AND ASSOCIATES, INC. (the "Consultant"). WITNESSETH. WHEREAS, the parties desire to exercise their right to renew the Agreement entered into February 22, 2012 for one year, pursuant to Section VI "Agreement Period," which will extend the contract until February 22, 2015. WHEREAS, the parties desire to amend the Agreement to comport with the recent changes in state law pertaining to public records and to reference the Palm Beach County Inspector General's authority to review contracts. NOW, THEREFORE, based on the promises and covenants herein contained, the parties agree as follows: 1. The recitations referred to above are hereby incorporated herein. 2. The parties desire to repeal Exhibit °B" that was attached to the Agreement dated February 22, 2012 and replace it with the new "Exhibit B" as attached to this Amendment No. 1. 3. The parties desire to amend the agreement to add Paragraph X "Inspector General" and Paragraph Y "Public Records" to comport with recent changes to county and state law: X. Inspector General: Consultant aware that the Inspector General of Palm Beach County has the authority to investigate and audit matters relating to the negotiation and performance of this contract, and may demand and obtain records and testimony from Consultant and its subcontractors and lower tier subcontractors. Consultant understands and agrees that in addition to all other remedies and consequences p_rovided by law, the failure of Consultant or its subcontractor or lower_ tier subcontractors to fully cooperate with the Inspector General when _ y material breach of this requested may be deemed by the City to be a mate is Agreement justifying its termination. Y. Public Records: Consultant shall comply with all public records laws in accordance with Chapter 119, Fla. Stat. In accordance with„state law t Consultant agrees to: a Keep and maintain all records that ordinarily and necessarily would be re aired by the City. b) Provide the public with access to public records on the same terms and conditions that the City would provide for the records and at a cost that does not ........__.. exceed the costs provided in Chapter„11..9, F„ I,a; tat. or S as otherwise provided by law. c) Ensure_that public that are exempt or confidential and exempt from public records disclosure are not disclosed except as authorized by law. d) Meet all requirements for retaining public records and.transfer, at no cost, to the City all records in possession of the Consultant at the termination of the contract and destroy any public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored _ _ _ ,with the electronically be provided to the City in a format that is compatible information technology systems of the City. All records shall be transferred to the City prior to final payment t being made to the Consultant. e If Consultant does not comply with this section the City shall enforce the contract provisions in accordance with the contract and may unilaterally cancel this contract in accordance with state law. 2 4. All other terms and conditions of the Agreement. of February 22, 2012 not in conflict with this Amendment No, 1 shall remain in full force and effect and are incorporated herein. IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 the day and year first above written. ATTEST: CITY OF D LRAY BEACH, FLORIDA n By: _ By: City Clerk Approved as to legal sufficiency and form: By: p r f .1 City Attorney t II WITNESSES: CALVIN, GIORDANO AND ASSOCIATES, INC. By: Print Name: Print Name: j rr r gy' STATE OF FLORIDA COUNTY OF PALM BEACH The foregoing instrument was acknowledged before me this day of 201 by He/She is erso„ _I� Wally known to me or has produced (type ���.W of identification) as identification. 5ARA A.$6UMKIN `=. �v ca�uissiaN#EE o705 No a ry Public— State of Florida ?y= RPISE$:March21,2015 y BondedThmN9 NblicUndarMbM 3 Calvin, Giordano &Associates, Inc_ P T I O N A L S 0 L U T 1 O N 5 '-'TM ',4r3G§E,Iy:•Itl4 d S ,ire i4St yi -t E.i lrla K i,Floi itC.�313fF1 DATE Certificate of Authorization No.514 10/14/2013 CITY OF DELRAY BEACH RATE SHEET 3.05 Multw/$175 max 3.00 Multw/$175 max Employee Type 2013 ADJUSTMENT 2011 ORIGINAL ENGINEERING Associate,Engineering(VI) $ 175.00 $ 175.00 Director,Engineering(V) $ 175.00 $ 175.00 Project Manager(IV) $ 144.09 $ 137.23 Project Engineer(111) $ 125.35 $ 119.38 Engineer(II) $ 88.03 $ 83.84 Jr.Engineer{1) $ 81.13 $ 77.27 Engineering Technician $ 110.25 $ 105.00 Senior CADD Tech Manager $ 103.01 $ 98.10 CADD Technician $ 78.25 $ 74.52 CONSTRUCTION Construction Management Director $ 148.61 $ 141.53 Assitant Construction Management Director $ 131.30 $ 125.05 Associate,Construction $ 130.36 $ 124.15 Senior Inspector $ 110.10 $ 104.86 Inspector $ 61.78 $ 58.84 SURVEY Survey Crew{3 party) $ 175.00 $ 167.41 Senior Registered Surveyor $ 156.71 $ 149.25 Registered Surveyor $ 99.98 $ 95.22 Survey Coordinator $ 82.51 $ 78.58 Clerical $ 72.94 $ 69.47 LANDSCAPE Associate,Landscape $ 165.24 $ 160.23 Sr.Landscape Architect $ 148.92 $ 141.83 Environmental Administrator $ 130.13 $ 123.93 Landscape Architect $ 115.19 $ 109.70 Environmental Specialist $ 76.72 $ 73.07 Landscape CADD Technician $ 73.43 $ 69.93 PLANNING Associate,Planning $ 154.47 $ 147.11 Director of Planning $ 137.28 $ 130.74 Planner $ 86.95 $ 82,81 Jr.Planner $ 70.69 $ 67.32 City of Delray Beach General Engineering Consulting Services AGREEMENT FOR GENERAL CONSULTING SERVICES THIS AGREEMENT, made and entered into this day of ® , 20 , by and between the CITY of Delray Beach, Florida, hereinafter referred to as "CITY", an& Calvin, Giordano and Associates, Inc., hereinafter referred to as "CONSULTANT". WITNESSETH: WHEREAS, the CITY has provided notice of the desired professional services and carried out the proper selection process pursuant to and in accordance with the Consultant's Competitive Negotiation Act; and, WHEREAS, the CITY represents that it is a Florida municipal corporation with the authority to engage the CONSULTANT and accept the obligation for payment for the services desired; and, WHEREAS, the CITY desires to engage the CONSULTANT to perform certain professional services pertinent to such work in accordance with this AGREEMENT and with SERVICE AUTHORIZATIONS to be issued at the time of or subsequent to execution of this AGREEMENT; and WHEREAS, this AGREEMENT does not entitle the CONSULTANT to any fees for any particular project without first receiving a Service Authorization; and WHEREAS, the CONSULTANT desires to provide such professional services in accordance with this ILGREEMENT and SERVICE AUTHORIZATIONS. NOW, THEREFORE, in consideration of the premises and the mutual benefits which will accrue to the parties hereto in carrying out the terms of this AGREEMENT, it is mutually understood and agreed as follows: I. DEFINITIONS; GENERAL CONDITIONS A. THE SCOPE OF WORK is to be implemented in phases as set forth by this Agreement and by SERVICE AUTHORIZATIONS, which are attached hereto and made a part hereof, and as also may be added as approved by the City from time to time. B. A SERVICE AUTHORIZATION is a form to be used to authorize work, projects, and services. The form shall be executed by the CITY'S and CONSULTANT'S representatives. A CITY purchase order number shall be identified on the form. The purchase order authorization is established in the CITY Code of Ordinances with provisions for expenditure levels of approval authorizations. A sample form of the service authorization is attached as Exhibit "A" to this AGREEMENT. The projects, work, and services to be performed by the CONSULTANT, and time for completion of the particular phase of the work by CONSULTANT, shall be authorized by a SERVICE AUTHORIZATION. The SERVICE AUTHORIZATION shall include the scope of work to be performed; the budget cost, complete with an itemization of man-hours, wage rates, reimbursable expenses, and other related costs; schedule for completion and name of project manager. The SERVICE AUTHORIZATION shall be signed by the CITY and the CONSULTANT'S authorized representative. A CITY purchase order shall be issued with Page 1 of 32 City of Delray Beach General Engineering Consulting Services authorization identifying funds and amount of expenditures. The terms of this AGREEMENT supersede the terms stated on the purchase order. C. PHASES: A phased approach may be utilized. The City and the Consultant shall have the right to negotiate the terms of each phase as contained within each service authorization, and to reject any service authorization, if the parties cannot agree to the terms of the service authorization. In the event the parties cannot agree, the city may select the next ranked proposer or go out for additional proposals in order to complete the subsequent phase(s) of the project. This phased approach shall not waive the City's right to terminate the Consultant's contract during any phase of the project. II. GENERAL DUTIES OF CONSULTANT A. The relationship of the CONSULTANT to the CITY will be that of a professional CONSULTANT, and the CONSULTANT will provide the professional and technical services required under this AGREEMENT in accordance with acceptable professional practices and ethnical standards. No employer/employee relationships shall be deemed to be established and the CONSULTANT, its agents, subcontractors, and employees shall be independent contractors at all times. B. Professional and Technical Services. It shall be the responsibility of the CONSULTANT to work with the CITY and apprise it of solutions to problems and the approach or technique to be used towards accomplish- ment of the CITY'S objectives as set forth in SERVICE AUTHORIZATIONS, which will be made a part of this AGREEMENT upon execution by both parties. C. The scope of services to be provided shall be covered in detail in SERVICE AUTHORIZATIONS. D. The City has established a budget for each project awarded to CONSULTANT. The CONSULTANT shall be responsible for providing, at no additional cost to the City, new designs, drawings, specifications, reports and other applicable services if the budget for the entire project is exceeded during and up to completion of the design phase of the project; however, nothing contained herein shall require the CONSULTANT to bear additional costs if the additional costs are a result of a change in the scope of services directed by the City. E. The CONSULTANT shall be responsible for the professional quality, technical accuracy, timely completion, compliance with regulations and rules, and the coordination with all appropriate agencies of all designs, drawings, specifications, reports and other services furnished by the CONSULTANT under this AGREEMENT. If the CITY determines there are any errors, omissions or other deficiencies in the CONSULTANT'S designs, drawings, specifications, reports and other services, the CONSULTANT shall, without additional compensation, correct or revise said errors or omissions to the satisfaction of the CITY. F. Approval by the CITY of drawings, designs, specifications, reports and incidental professional services or materials furnished hereunder shall not in any way relieve the CONSULTANT of responsibility for the technical adequacy of its work. The CITY'S review, approval or acceptance of, or payment for, any of the services shall not be construed to operate as a waiver of any rights Page 2 of 32 City of Delray Beach General Engineering Consulting Services under this AGREEMENT or of any cause of action arising out of the performance of this AGREEMENT. G. The CONSULTANT and its subconsultants shall have no responsibility for the discovery, presence, handling or removal or disposal of or exposure of persons to hazardous materials in any form existing prior to construction at the project site, including but not limited to asbestos, asbestos products, polychlorinated biphenyl (PCB) or any other toxic substances. H. The CONSULTANT designates Patrick A. Figurella, P.E., as its representative to act as liaison with the CITY. The representative shall manage and coordinate CITY projects and is hereby authorized to act on behalf of the CONSULTANT to negotiate and approve SERVICE AUTHORIZATIONS and act on any other related matter with respect to performance of services for the CITY in accordance with the AGREEMENT. Any change to name another person shall be requested in writing to the CITY, and shall be approved by the City. I. CONSULTANT shall attend all meetings, as specified or as defined in each SERVICE AUTHORIZATION of the City Commission or any City approval Board, where the project is discussed, unless the City's representative declares such attendance and participation is not necessary. In addition, the CONSULTANT shall attend all additional meetings as may be required to facilitate the project. II. DUTIES OF CONSULTANT: The following Duties of CONSULTANT are separated into phases of the project, which if approved via SERVICE AUTHORIZATIONS shall be performed by the CONSULTANT. The City may require SERVICE AUTHORIZATIONS, which contain additional requirements applicable to the project. The City must authorize through service authorizations, the commencement of each phase of the work. A. Phase I— Study and Report Phase. If the Study and Report Phase is authorized, the following requirements shall apply. 1. The CONSULTANT shall consult with the CITY to clarify and define the CITY'S requirements for the Project and review available data. 2. The CONSULTANT shall advise the CITY as to the necessity of the CITY'S providing or obtaining from others, data or services. 3. The CONSULTANT shall identify and analyze permit and approval requirements of all governmental authorities having jurisdiction to approve either the design of the Project and participate in consultations with such authorities. 4. The CONSULTANT shall provide analyses of the CITY'S needs, planning surveys, site evaluations and comparative studies of prospective sites and solutions. 5. The CONSULTANT shall provide a general economic analysis of Owner's requirements applicable to various alternatives. Page 3 of 32 City of Delray Beach General Engineering Consulting Services 6. The CONSULTANT shall prepare a Report containing schematic layouts, sketches and conceptual design criteria with appropriate exhibits to indicate clearly the considerations involved (including applicable requirements of governmental authorities having jurisdiction as aforesaid) and the alternative solutions available to the CITY and setting forth CONSULTANT'S findings and recommendations. This Report will be accompanied by CONSULTANT'S pre-design estimate of probable costs for the Project, including, but not limited to the following, which will be separately itemized: Construction Cost, allowance for engineering costs and contingencies allowances for such other items, such as charges of all other professionals and consultants, for the cost of and rights-of-way, for compensation for or damages to properties, and for permit, review and/or approval fees by other governmental agencies, if required. The CONSULTANT shall also provide a preliminary evaluation of the City's Project Schedule. The City's Project Schedule and probable construction costs shall be evaluated and updated throughout subsequent phases of the work. 7. The CONSULTANT shall famish the number of copies of the Study and Report docuunents as provided in the SERVICE AUTHORIZATION and review them with the CITY. B. Phase II—Preliminary Design Phase. If the Preliminary Design Phase is authorized, the following requirements will apply: 1. The CONSULTANT, in consultation with the CITY shall determine the general scope, extent and character of the Project. 2. Prepare Preliminary Design documents consisting of final design criteria, preliminary drawings, outline specifications and written descriptions of the Project. 3. Advise the CITY if additional data or services are necessary and assist the CITY in obtaining such data and services. 4. Furnish the specified number of copies of the above Preliminary Design documents as contained within the SERVICE AUTHORIZATION and present and review them with the CITY. 5. The CONSULTANT shall submit to the CITY a preliminary estimate of construction costs based on current area, volume or other unit costs, which shall be updated throughout he design development phase. 6. The CONSULTANT shall prepare a development schedule, which shall include, but shall not be limited to, the review and approval times by all governmental agencies as may be required. 7. The CONSULTANT shall make available all design calculations and associated Data, and participate in meetings in which Value Engineering Analysis of the project takes place, at such times and places as shall be determined by the CITY. C. Phase III. Final Design Phase. If the Final Design Phase is authorized, the following requirements shall apply: Page 4 of 32 City of Delray Beach General Engineering Consulting Services 1. The CONSULTANT shall prepare construction documents which shall include but not he limited to drawings and technical specifications, general and supplementary conditions, bid forms, invitations to bid, instructions to bidders,with technical criteria, descriptions and design data necessary for permitting by governmental authorities, and shall include any further adjustments in the scope or quality of the project or in the construction budget authorized by the City. 2. The CONSULTANT shall, in the preparation of construction documents, technical criteria, written descriptions and design data, take into account all currently prevailing codes and regulations governing construction in the City of Delray Beach, Florida, and shall meet the requirements of all other agencies or governmcntal authorities having jurisdiction over the project. 3. The CONSULTANT shall prepare a detailed opinion of probable cost in accordance with paragraph I.C,which shall be reviewed by the CITY prior to going out for bids. 4. The CONSULTANT shall provide the required documents and attend meetings as necessary, for the approval of governmental boards, agencies or authorities having jurisdiction over the proj ect. 5. The CONSULTANT shall use bid documents provided by the CITY including bidding forms, conditions of the contract, and form of AGREEMENT between the CITY and CONTRACTOR. 6. The CONSULTANT shall prepare all documents including design and plan revisions required for the approval of governmental authorities having jurisdiction over the project. Said approvals are required prior to the public notice for the Invitation to Bid and submission of applications, therefore are the responsibility of the CONSULTANT. 7. The CONSULTANT shall provide the CITY the number of copies of contract documents as specified in the service authorization. D. Phase IV--BiddinglNegotiation Phase. If the bidding phase is authorized,the following requirements shall apply: 1. The CONSULTANT shall assist the CITY in obtaining the bids or negotiated proposals, assist in awarding and preparing contracts for construction, attend pre-bid conferences, prepare addenda, provide written recommendation of award, assist in the compilation/preparation of contract documents, and after the award assist the CITY in securing the required bonds and certificates of insurance, and in the review of the contract documents for completeness. 2. The CONSULTANT shall attend the bid opening, prepare bid tabulation sheets and assist the CITY in evaluating Bids or proposals and in assembling and awarding contracts for construction, materials, equipment and services. 3. The CONSULTANT shall issue addenda as appropriate to interpret, clarify or expand the Bidding Documents. 4. The CONSULTANT shall consult with and advise the CITY as to the acceptability of subcontractors, suppliers and other persons and organizations proposed by the prime contractor(s) (herein called CONTRACTOR(S) for those portions of the work as to which such acceptability is required by the Bidding Documents, Page 5 of 32 City of Delray Beach General Engineering Consulting Services 5. Consult with the CITY concerning and determine the acceptability of substitute materials and equipment prior to the award of contracts is allowed by the Bidding Documents. E. Phase V Construction Phase. If Contract Administration is authorized, the following requirements shall apply: 1. The CONSULTANT shall provide administration of the contract for construction as set forth herein and as contained within the general conditions of the contract for construction. 2. The CONSULTANT ,shall be a representative of and shall advise and consult with the CITY during construction and until final payment to the contractor is due. The CONSULTANT shall have authority to act on behalf of the CITY only to the extent provided in this AGREEMENT and as provided in the contract for construction unless otherwise modified by written instrument. 3. The CONSULTANT shall visit the site at regular intervals appropriate to the stage of construction or as otherwise agreed to by the CITY and the CONSULTANT, in writing, to become generally familiar with the progress and quality of the work completed and shall determine in general if the work is being performed in a manner indicating that the work when completed will be in accordance with the contract documents. The CONSULTANT shall be required to make on-site observations to review the work. The CONSULTANT shall keep the CITY informed of the progress and quality of the work and shall provide certification to the CITY of satisfactory completion of all phases of the work in compliance with the plans, specifications thereto. 4. The CONSULTANT shall not have control over or charge of and shall not be responsible for construction means, methods, techniques, sequences or procedures of construction or for safety precautions and programs in connection with the work, since these are solely the CONTRACTOR'S responsibility under the contract for construction. The CONSULTANT shall make every reasonable effort to ensure that the CONTRACTOR completes the work in accordance with the current approved schedule and carries out the work in accordance with the Contract documents. 5. The CONSULTANT based on observations and evaluations of CONTRACTOR'S applications for payment shall review and certify the amounts due the CONTRACTOR. 6. The CONSULTANT'S certification for payment shall constitute a representation to the CITY, based on the CONSULTANT'S observations at the site as provided herein and on the data comprising the CONTRACTOR'S application for payment, that the work has progressed to the point indicated and that, to the best of the CONSULTANT'S knowledge, information, and belief, the quality and quantity of the work is the accordance with the contract documents. The foregoing representations are subject to an evaluation of the work for conformance with the contract documents upon substantial completion, to results of subsequent tests and inspections, to minor deviations from the contract documents, correctable prior to completion and to specific qualifications expressed by the CONSULTANT. The issuance of the certificate of payment shall further constitute a representation that the CONSULTANT has made observations to review the quality or quantity of the work. 7. The CONSULTANT shall recommend disapproval or rejection of CONTRACTOR'S work to the CITY, which does not conform to the contract documents. The CONSULTANT will have authority to require additional inspection or testing of the work in accordance with the Page 6 of 32 City of Delray Beach General Engineering Consulting Services provisions of the contract documents, whether or not work is fabricated, installed or completed. 8. The CONSULTANT shall review and approve or take other appropriate action upon CONTRACTOR'S submittals, such as shop drawings, product data, and samples for the purpose of checking for conformance with information given and the design concept expressed in the contract documents. The CONSULTANT shall evaluate and determine the acceptability of substitute materials and equipment proposed by CONTRACTORS. 9. The CONSULTANT shall prepare change orders and construction change directives with supporting documentation and data if deemed necessary bye the CONSULTANT, for the CITY'S approval and execution in accordance with the contract documents, and may authorized minor changes in the work not involving an adjustment in the contract time, which is consistent with the intent of the contract documents. 10. The CONSULTANT shall conduct inspections to determine the date or dates of substantial completion and the date of final completion, shall receive and forward to the CITY for the CITY'S review and records, written warranties and related documents required by the contract documents and assembled by the CONTRACTOR and shall issue a final certificate for payment upon compliance with the requirements of the contract documents. 11. The CONSULTANT shall interpret matters concerning performance of the CITY and CONTRACTOR under the requirements of the contract documents on written request of either the CITY or CONTRACTOR. The CONSULTANT'S response to such requests shall be made with reasonable promptness and within any time limits agreed upon. 12. Interpretations of the CONSULTANT shall be consistent with the intent of and reasonably inferable from the contract documents and shall be in writing or in the form of drawings. When making such interpretations, the CONSULTANT shall endeavor to secure faithful performance.by both the CITY and the CONTRACTOR. 13. The CITY shall be the final arbiter on matters relating to aesthetics. 14. The CONSULTANT shall render written interpretations within a reasonable time on all internal disputes between the CITY and CONTRACTOR relating to the execution of the progress of the work as provided in the contract documents. 15. The CONSULTANT"S interpretations on internal disputes are not binding on the CITY and CONTRACTOR relating to the execution of the progress of the work as provided in the contract documents. 16. The CONSULTANT shall provide the number of sets of the construction documents to the CONTRACTOR as specified in the SERVICE AUTHORIZATION, 17. Upon completion of construction the CONSULTANT shall provide to the CITY, three sets of record drawings, signed and sealed, plus one set of mylars incorporating as built conditions and other data furnished by contractor(s) to CONSULTANT. 18. In company with the City, the CONSULTANT shall visit the Project to observe any apparent defects In the completed construction, assist the CITY in consultations and discussions with CONTRACTOR(S) concerning correction of such deficiencies, and make recommendations as to replacement or correction of defection work. Page 7 of 32 City of Delray Beach General Engineering Consulting Services P. Phase VI—Resident Project Representative Services Phase If the Resident Project Representative Services Phase is authorized the following requirements shall apply: A. A Resident Project Representative will be assigned to assist CONSULTANT in carrying out his responsibilities to CITY at the site. Resident Project Representative is CONSULTANT'S agent at site, will act as directed by and under the supervision of CONSULTANT, and will confer with CONSULTANT regarding Resident Representative's actions. Resident Representative's dealing in matters pertaining to the on-site work shall in general be with CONSULTANT and CONTRACTOR keeping the CITY advised as necessary. Resident Project Representative's dealings with subcontractors shall only be through or with the full knowledge and approval of CONTRACTOR. Resident Project Representative shall generally communicate with the CITY with the knowledge of and under the direction of CONSULTANT. B. Resident Project Representative shall where applicable: 1. Review the progress schedule, schedule of Shop Drawing submittals and schedule of values prepared by CONTRACTOR and consult with CONSULTANT concerning its general acceptability. 2. Attend meetings with CONTRACTOR, such as preconstruction conferences, progress meetings,job conferences and other project-related meetings, and prepare and circulate copies of minutes thereof. 3. Working principally through CONTRACTOR'S superintendent, assist CONSULTANT in serving as the City's liaison with CONTRACTOR, when CONTRACTOR'S operations affect the CITY'S on- site operations. 4. Assist in obtaining from the CITY additional details or information, when required for proper execution of the Work. 5. Record date of receipt of Shop Drawings and samples. 6. Receive samples, which are furnished at the site by CONTRACTOR, and notify the CONSULTANT of availability of samples for examination. 7. Advise the CONSULTANT and CONTRACTOR of the commencement of any Work requiring a Shop Drawing, if the submittal has not been approved by the CONSULTANT. 8. Conduct on-site observations of the Work in progress to assist the CONSULTANT in determining if the Work is, in general, proceeding in accordance with the Contract Documents. 9. Report to the CONSULTANT whenever Residential Project Representative believes that any Work is unsatisfactory, faulty or defective or does not conform to the Contract Documents; or has been damaged, or does not meet the requirements of any inspection, test or approval required to be made. Advise the CONSULTANT of Work that Resident Project Representative believes should be uncovered for observation, or requires special testing, inspection or approval. Nothing herein shall relieve the CONTRACTOR or the CONSULTANT from the duties imposed by the contract. 10. Verify that tests, equipment and systems startups, and operating and maintenance training are conducted in the presence of appropriate personnel, and that CONTRACTOR maintains adequate records thereof; and observe, record and report to the CONSULTANT appropriate details relative to the test procedures and startups. 11. Accompany visiting inspectors representing public or other agencies having jurisdiction over the Project, record the results of these inspections and report to the CONSULTANT. Page 8 of 32 City of Delray Beach General Engineering Consulting Services 12. Report to CONSULTANT when clarifications and interpretations of the Contract Documents are needed and transmit to CONTRACTOR clarifications and interpretations as issued by the CONSULTANT. 13. Consider and evaluate CONTRACTOR'S suggestions for modifications in Drawings or Specifications and report with Resident Project Representative's recommendations to the CONSULTANT. Transmit to CONTRACTOR decisions as issued by the CONSULTANT. 14. Maintain at the job site orderly files for correspondence, reports of job conferences, Shop Drawings and samples, reproductions of original Contract Documents, including all Work Directive Changes, Addenda, Change Orders, Field Orders, additional Drawings issued subsequent to the execution of the Contract, CONSULTANT'S clarifications and interpretations of the Contract Documents, progress reports, and other Project related documents 15. Keep a diary or log book, recording CONTRACTOR hours on the job site, weather conditions, data relative to questions of Work Directive Changes, Change Orders or changed conditions, list of job site visitors, daily activities, decisions, observations in general, and specific observations in more detail as in the case of observing test procedures; and send copies to the CONSULTANT. 16. Record all names, addresses and telephone numbers of the CONTRACTOR, all subcontractors and major suppliers of material and equipment. 17. Furnish the CONSULTANT periodic reports as required of progress of the Work of the CONTRACTOR'S compliance with the progress schedule and schedule of Shop Drawing and sample submittals. 18. Consult with the CONSULTANT in advance of schedule major tests, inspections or start of important phases of the Work. 19. Draft proposed Change Orders and Work Directive Changes, obtaining backup materials from CONTRACTOR and recommend to the CONSULTANT, Change Orders, Work Directive Changes, and Field Orders. 20. Report immediately to the CONSULTANT and the CITY upon the occurrence of any accident. 21. Review applications for payment with CONTRACTOR for compliance with the established procedure for their submission and forward with recommendations to the CONSULTANT noting particularly the relationship of the payment requested to the schedule of values, Work completed and materials and equipment delivered at the site,but not incorporated in the Work. 22. During the course of the work, verify that certificates, maintenance and operation manuals and other data required to be assembled and furnished by CONTRACTOR are applicable to the items actually installed and in accordance with the Contract Documents, and have this material delivered to the CONSULTANT for review and forwarding to CITY prior to final payment for the Work. 23. Before the CONSULTANT issues a Certificate of Substantial Completion, submit to CONTRACTOR a list of observed items requiring completion or correction. 24. Conduct final inspection in the company of the CONSULTANT, the CITY and the CONTRACTOR and prepare a final list of items to be completed or corrected. 25. Observe that all items on final list have been completed or corrected and make recommendations to the CONSULTANT concerning acceptance. Page 9 of 32 City of Delray Beach General Engineering Consulting Services C. The Resident Project Representative shall not: 1. Authorize any deviation from the Contract Documents or substitution of materials or equipment. 2. Exceed limitations of the CONSULTANT'S authority as set forth in the Contract Documents. 3. Undertake any of the responsibilities of CONTRACTOR, subcontractors, or CONTRACTOR'S superintendent. 4. Advise on, issue directions regarding or assume control over any aspect of the means, methods, techniques, sequences or procedures of construction unless such advice or directions are specifically required by the Contract Documents. 5. Advise on, issue directions regarding or assume control over safety precautions and programs in connection with the Work. 6. Accept Shop Drawing or sample submittals, from anyone other than CONTRACTOR. 7. Authorize the CITY to occupy the Project in whole or in part. S. Participate in specialized field or laboratory tests or inspections conducted by others except as specifically authorized by the CONSULTANT. IV. DATA AND SERVICES TO BE PROVIDED BY THE CITY The CITY shall provide the following: A. Furnish or cause to be furnished such reports, studies, instruments, documents, and other information as the CONSULTANT and CITY mutually deem necessary and which are under control of the CITY. B. Other data and services to be agreed upon in subsequent SERVICE AUTHORIZATIONS. C. Pay for all legal advertisements incidental to obtaining bids or proposals from contractors. D. The CITY Manager or his designee shall act as the CITY'S representative with respect to the work to be performed under this AGREEMENT. The CITY Manager or his designee shall have the authority to the extent authorized by the CITY Charter and Code of Ordinances to exercise the rights and responsibilities of the CITY provided in this contract. Said authority may include but is not limited to: transmit instructions, stop work, receive information, interpret CITY'S policies and decisions with respect to materi- als, equipment, elements, and systems pertinent to the services covered by this AGREEMENT. E. Pay all permit application filing fees. F. Provide access to CITY facilities. Page 10 of 32 City of Delray Beach General Engineering Consulting Services V. TIME OF PERFORMANCE A. The CONSULTANT will begin work promptly after issuance of a Notice to Proceed. B. The CONSULTANT'S services called for under the AGREEMENT shall be completed in accordance with the schedule contained in each SERVICE AUTHORIZATION. If the CONSULTANT'S services are unreasonably delayed by the CITY in excess of 180 days, the time of performance and compensation shall be renegotiated, provided; however, the CONSULTANT as a condition precedent to renegotiations shall notify the City within fifteen (15) calendar days at the end of the delay of CONSULTANT'S proposed additional costs incurred by reason of said delay. VI. AGREEMENT PERIOD The agreement shall be for two (2) years with the right to renew for three (3) one (1) year extensions. Each one year renewal will be at the City's discretion. However, the agreement shall extend until all Service Authorizations are completed. Each Service Authorization shall delineate a time for completion of the services to be rendered VII. COMPENSATION A. The CITY will compensate the CONSULTANT for the services performed on each SERVICE AUTHORIZATION in accordance with a negotiated lump sum, or a not to exceed budgeted amount based on time charges which are based upon hourly rates, plus reimbursable expenses if compensation is based on Method 11 and other related costs as are specified in the SERVICE AUTHORIZATION. 1. METHOD 1 - LUMP SUM Lump Sum Amount. Wherever possible, the scope of services for Services, Projects or Programs shall be thoroughly defined and outlined prior to its authorization. The CITY and CONSULTANT shall mutually agree to a lump sum amount for services to be rendered and a detailed scope of services. Should the CITY deem that a change in the scope of services is appropriate, then a decrease or increase in compensation shall be authorized in writing. In lump sum contracts, the CONSULTANT shall submit the estimated man-hours, wage rates and other actual unit costs supporting the compensation. The CONSULTANT shall submit a truth in negotiation certificate stating that all data supporting the compensation is accurate, complete and current at the time of contracting. Hourly rates included in the estimated man-hours shall not exceed established hourly rates as shown in Exhibit B attached hereto, plus reimbursable expenses and other related costs. Page 11 of 32 City of Delray Beach General Engineering Consulting Services 2. METHOD II- TIMES CHARGES/NOT TO EXCEED BUDGETED AMOUNT Computation of Time Charges/Not to Exceed Amount. When a service is to be compensated for on a time charge/not to exceed basis, the CONSULTANT will submit a not to exceed budget cost to the CITY for prior approval based on actual time charges which shall not exceed established hourly rates as shown in Exhibit B attached hereto, plus reimbursable expenses and other related costs. The CITY shall not be obligated to reimburse the CONSULTANT for costs incurred in excess of the not to exceed cost amount. a. The CITY agrees to pay the CONSULTANT compensation for services rendered based upon the established raw hourly salary rates as shown in Exhibit B for services rendered on CITY projects multiplied by an overhead factor not to exceed 3.0, which includes profit not to exceed ten percent (10%) and may be subject to audit. The Schedule of hourly rates as set forth in Exhibit B will not be adjusted during the initial two (2) year agreement. The rates in Exhibit B may be considered for adjusted after the initial two (2) year agreement; however the adjustment may not exceed more than five percent (5%) within any twelve (12) month period and will require written agreement of both parties. A newly revised Exhibit B must be submitted for approval. b. In addition, the CITY shall pay for reimbursable expenses invoiced at the actual cost of expenditures incurred by the CONSULTANT if provided in the SERVICE AUTHORIZATION as follows: (1) Actual expense of transportation and lodging in accordance with CITY policy in effect at the time of travel when traveling in connection with each SERVICE AUTHORIZATION, express courier charges, and permit fees paid for securing approval of authorities having jurisdiction over the project. (2) Actual expense of reproductions, of Drawings and Specifications including duplicate sets of the completion of each SERVICE AUTHORIZATION for the CITY'S review and approval. (3) Actual expenses of testing, laboratory services, and field equipment. (4) Actual expense of overtime work requiring higher than regular rates, when authorized by the CITY. (5) Actual expense of Auto Travel at the established CITY rate per mile for travel outside Palm Beach County. B. Subcontractual service shall be invoiced at the actual fees paid by the CONSULTANT, plus an additional ten percent (10%) of the cost of these services to compensate CONSULTANT, for the Page 12 of 32 City of Delray Beach General Engineering Consulting Services procuring and management of the sub-consultant, and for the other financial and administrative costs. Subcontractual services shall be approved by the CITY in writing prior to performance of the subcontractual work. C. Total Compensation (including, but not limited to compensation for sub-consultants) for all services and expenses shall not exceed the budget cost listed upon each SERVICE AUTHORIZATION,without written approval. D. If the CITY determines that any price for services, however calculated provided by the CONSULTANT, including profit, negotiated in connection with this AGREEMENT or any cost reimbursable under this AGREEMENT was increased by any significant sums because the CONSULTANT or any subcontractor furnished incomplete or inaccurate costs or pricing data, then such price or cost or profit shall be reduced accordingly and the SERVICE AUTHORIZATION shall be reduced accordingly and the SERVICE AUTHORIZATION shall be modified in writing to reflect such reduction. VIII.PAYMENT The CITY agrees that it will use its best effort to pay the CONSULTANT within thirty (30) calendar days from presentation of the CONSULTANT'S itemized report and invoice and approval of the CITY'S representative, unless additional time for processing is required for payments for basic services, subcontractual services, and reimbursable expenses as defined in Section VII. The CONSULTANT shall submit monthly invoices, as required in the SERVICE AUTHORIZATION, which shall include a report of work completed during the respective invoice period. Invoices shall be in a format consistent with that shown in Exhibit C. The report shall be adequate in detail to describe work progress (% complete for each task) and written summaries of work completed. No payment request shall exceed the value of work and services performed by the CONSULTANT under the SERVICE AUTHORIZATION. IX. MISCELLANEOUS PROVISIONS A. Ownership Documents: All reproducible mylar drawings and CARD disks in a format compatible with CITY'S Computer system shall be given to the CITY. Details, design calculations, and all other documents and plans that result from the CONSULTANT'S SERVICES under this AGREEMENT shall become and remain the property of the CITY, including copyright rights, whether the project is completed or not, and will be delivered to the CITY upon demand. CONSULTANT reserves the right to retain a copy of all such documents for record purposes. Where such documents are required to be filed with governmental agencies, the CONSULTANT will furnish copies to the CITY upon request. The contract work is represented by hard copy documentation; software, is provided to the CITY for convenience only. B. Copies of Documents: The CONSULTANT shall prepare sufficient copies of all documents necessary to obtain approval through the City's processes, as well as other governmental authorities.. The CITY acknowledges that the materials cited in Paragraph IX A. and other data provided in connection Page 13 of 32 City of Delray Beach General Engineering Consulting Services with this Agreement which are provided by the CONSULTANT are not intended for use in connection with any project other than the project for which such materials are prepared. Any use by the CITY of such materials in connection with a project other than that for which such materials were prepared without prior written consent and adaptation by the CONSULTANT shall be at the CITY'S sole risk, and the CONSULTANT shall have no responsibility or liability therefore. C. Insurance: Without limiting any of the other obligations or liabilities of the CONSULTANT, the CONSULTANT shall, at his own expense, provide and maintain in force, until all of its services to be performed under this AGREEMENT have been completed and accepted by the CITY (or for such duration as it otherwise specified hereinafter), the following insurance coverages: 1. Worker's Compensation Insurance to apply to all of the CONSULTANT'S employees in compliance with the "Worker's Compensation Law" of the State of Florida and all applicable Federal Laws. A.Employer's Liability with limits of$100,000 per person, $500,000 per occurrence and $100,000 per each disease. 2. Comprehensive General Liability with minimum limits of one million dollars ($1,000,000.00) per occurrence combined single limit for Bodily Injury Liability and Property Damage Liability. Coverage must be afforded on a form no more restrictive than the latest edition of the Comprehensive General Liability policy, without restrictive endorsements other than ISO Endorsement GL 21 06 (Engineers, Architects, or Surveyors Professional Liability exclusion), as Filed by the Insurance Services Office and must include: a. Premises and/or Operations b. Independent Contractors c. Products and Completed Operations - CONSULTANTS shall maintain in force until at least three years after completion of all services required under this AGREEMENT, coverage for Products and Completed Operations, including Broad Form Property Damage. d. Broad Form Property Damage e. Contractual Coverage applicable to this specific AGREEMENT. £ Personal Injury Coverage with minimum limits of coverage equal to those required for Bodily Injury Liability. 3. Business Automobile Liability with minimum limits of three hundred thousand dollars ($300,000.00) per occurrence combined single limit for Bodily Injury Liability and Property Damage Liability. Coverage must be afforded on a form no more restrictive than the latest edition of the Business Automobile Liability policy, without restrictive endorsements, as filed by the Insurance Services Office and must include: Page 14 of 32 City of Delray Beach General Engineering Consulting Services a. Owned Vehicles b. Hired and Non-Owned Vehicles c. Employers'Non-Ownership 4. Professional Liability Insurance with minimum limits per occurrence applicable to CITY projects as follows: Construction Cost Range Limit a. 0 - 99,000 250,000 b. 100,000 - 299,000 500,000 c. 300,000 - 499,000 750,000 d. 500,000 -Above 1,000,000 Coverage shall be afforded on a form acceptable to the CITY. CONSULTANT shall maintain such professional liability insurance until at least one year after a Certificate of Occupancy is issued. CONSULTANT shall insure that sub-consultants used for any portion of the project,maintain adequate levels of Professional Liability Insurance. 5. Prior to commencement of services, the CONSULTANT shall provide to the CITY Certificates of Insurance evidencing the insurance coverage specified in the foregoing Paragraphs Cl, C2, C3, C4. All policies covered within subparagraphs Cl, C2, C3, C4, shall be endorsed to provide the CITY with thirty (3 0) days notice of cancellation and/or restriction. The CITY shall be named as an additional insured as to CONSULTANT'S liability on policies referenced in subparagraphs C2. The required Certificates of Insurance shall not only name the types of policies provided, but also shall refer specifi- cally to this AGREEMENT and section and to the above paragraphs in accordance with which insurance is being furnished, and shall state that such insurance is as required by such paragraphs of this AGREEMENT. The CONSULTANT shall also make available to the CITY a certified copy of the professional liability insurance policy required by paragraph 4 above for the City's review. Upon request, the CONSULTANT shall provide copies of all other insurance policies. 6. If the initial insurance policies required by this AGREEMENT expire prior to the completion of the services, renewal Certificates of Insurance of policies shall be furnished thirty (30) days prior to the date of their expiration. For Notice of Cancellation and/or Restriction; the policies must be endorsed to provide the CITY with thirty (30) days notice of cancellation and/or restriction. 7. The CONSULTANT'S insurance, including that applicable to the CITY as an Additional Insured, shall apply on a primary basis. D. Litigation Services: It is understood and agreed that CONSULTANT'S services include reasonable participation in litigation or dispute resolution arising from this AGREEMENT. CONSULTANTS participation shall include up to 30 hours of services related to litigation or dispute resolution. Any such services in excess of 30 hours shall be an extra service. Page 15 of 32 City of Delray Beach General Engineering Consulting Services E. Authority to Contract: The CITY represents that it is a Florida Municipal Corporation with the authority to engage the CONSULTANT for professional services described in the SERVICE AUTHORIZATIONS and to accept the obligation for payment for the services described in the SERVICE AUTHOR- IZATIONS. F. Assignment: The CITY and the CONSULTANT each binds itself and its successors, legal representatives, and assigns to the other party to this AGREEMENT and to the partners, successors, legal representatives, and assigns of such other party, in respect to all covenants of this AGREEMENT subject to budget considerations and requirements of law; and, neither the CITY nor the CONSULTANT will assign or transfer their interest in this AGREEMENT without the written consent of the other. G. Confidential Information: During all times that the CONSULTANT is employed on behalf of the CITY and at all times subsequent to the date of this contract, all discussions between the CITY and the CONSULTANT and all information developed or work products produced by the CONSULTANT during its employment and all matters relevant to the business of the CITY not otherwise being a matter of public record shall be deemed to be confidential. All such information and work product shall be protected by the CONSULTANT and shall not be revealed to other persons without the express written permission of the CITY, unless mandated by order of the court. H. Non-Exclusive Contract: The CITY reserves the right to award projects to other firms pursuant to the Florida Statutes Consultant's Competitive Negotiations Act during the period of service of the CONSULTANT. The CONSULTANT agrees to cooperate with the CITY and other firms in accomplishing work that may require joint efforts to accomplish the CITY'S goals. This cooperation, when requested by the CITY,will include but not be limited to: 1. Sharing technical information developed under contract with the CITY. 2. Joint meetings for project coordination. 3. Establish lines of communication. I. Subconsultants: In the event the CONSULTANT, during the course of the work under this AGREEMENT requires the services of any subcontractors or other professional associates in connection with Page 16 of 32 City of Delray Beach General Engineering Consulting Services services covered by this AGREEMENT, CONSULTANT must secure the prior written approval of the CITY. J. Notices: Whenever either party desires to give notice unto the other, it must be given by written notice, sent by registered United States mail, with return receipt requested, addressed to the party for whom it is intended at the place last written, as the place for giving of notice in compliance with the provisions of this paragraph. For the present, the parties designate the following as the respective places of giving of notice to wit: CITY of Delray Beach CITY MANAGER City of Delray Beach, Florida 100 NW 1 st Avenue Delray Beach, Florida 33444 CONSULTANT Dennis J. Giordano Calvin, Giordano and Associates, Inc. 560 Village Boulevard Suite 340 West Palm Beach,FL 33409 K. Attachments: Request for Qualifications is hereby incorporated within and made an integral part of this AGREEMENT. L. Truth-In-Negotiation Certificate: Signature of this AGREEMENT by CONSULTANT shall act as the execution of a truth in negotiation certificate stating that wage rates and other factual unit costs supporting the compensation of this AGREEMENT are accurate, complete, and current. The original contract price and any additions thereto shall be adjusted to exclude any significant sums by which the CITY determines the contract price was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit costs. M. Records: Page 17 of 32 City of Delray Beach General Engineering Consulting Services Records of all expenses relative to each SERVICE AUTHORIZATION shall be kept on a generally recognized accounting basis and shall be available to the CITY or its authorized representative at mutually convenient times. N. Personnel: The CONSULTANT represents that it has or will secure, at its own expense, qualified personnel required in performing the services under this AGREEMENT. All work shall be performed under the direction of a professional, registered under the State of Florida in the field for which he is responsible for performing such services. The project manager shall be approved by the CITY under each SERVICE AUTHORIZATION. Key project personnel will be identified for each project and expected to perform the work assignment as can reasonably be expected. O. Equal Qpportunity Em to ent: CONSULTANT agrees that it will not discriminate against any employee or applicant for employment for work under this Agreement because of race, color, religion, sex, age or national origin. Such action shall include, but not be limited to the following: employment, upgrading, demotion or transfer; recruitment advertising; lay-off or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The CONSULTANT agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth this non-discrimination clause. This provision applies to all CONSULTANT'S subcontractors and it is the responsibility of CONSULTANT to ensure subcontractor's compliance. P. Prohibition Against Contingent Fees: The CONSULTANT warrants that he has not employed or retained any company or person, other than a bona fide employee working solely for the CONSULTANT, to solicit or secure this AGREEMENT, and that he has not paid or agreed to pay any persons, company, corporation, individual or firm, other than a bona fide employee working solely for the CONSULTANT any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award or making of this AGREEMENT. Q. Termination: This AGREEMENT may be terminated by either party by seven (7) calendar days prior written notice, in the event of substantial failure to perform in accordance with the terms hereof by the other party through no fault of the terminating party. The CITY shall have the right to terminate this AGREEMENT for convenience at any time by thirty(30) calendar days written notice to the consultant. In the event the project described in any SERVICE AUTHORIZATION, or the services of the CONSULTANT called for under any SERVICE AUTHORIZATION, is or are suspended, canceled, or abandoned by the CITY, the CONSULTANT shall be given five days prior written notice of such action and shall be compensated for the professional services provided and reimbursable expenses incurred up to the date of suspension, cancellation or abandonment. The CONSULTANT agrees to provide all documents to the CITY (specifically those referenced in paragraph IX.A. Further, prior to the CONSULTANT'S destruction of any of the above referenced documents, the CITY shall be notified and allowed a reasonable period to Page IS of 32 City of Delray Beach General Engineering Consulting Services gain access to and make copies of any such documents. Upon any termination of this AGREEMENT, the CONSULTANT agrees that it shall use its best efforts to work harmoniously with any successor who enters an AGREEMENT to provide services for the CITY in order to provide for a smooth transition period. R. Indemnification: In consideration of ten dollars ($10.00) and other valuable consideration, the CONSULTANT will at all times indemnify, save and hold harmless and defend the CITY, its officers, agents (the term agents ,shall not include the contractor(s), any subcontractors, any materialmen or others who have been retained by the City or Contractor, or materiahnen to supply goods or services to the project) and employees, from and against all liability, any claim, demand, damage, loss, expense or cause of action and costs (including attorney's fees at trial or appellate levels) arising out of error, omission, or negligent act of CONSULTANT, its agents, servants or employees in the performance of services under this agreement. The CONSULTANT further agrees to indemnify, hold harmless and defend the City,its officers, agents and employees from and against any claim, demand or cause of action arising out of any negligence or misconduct of CONSULTANT for which the City, its agents, servants or employees are alleged to be liable. The indemnification's contained herein shall survive the expiration or earlier termination of this Agreement. Nothing in this AGREEMENT shall be deemed to affect the rights, privileges and immunities of the CITY as set forth in Florida Statutes 768.28. S. Interest of the Consultant: The CONSULTANT covenants that it presently has no interest and shall not acquire any interest, direct or indirect, in any Project to which this AGREEMENT pertains or any other interest which would conflict in any manner or degree with the performance of its services hereunder. The CONSULTANT further covenants that in the performance of this AGREEMENT, no person having such interest shall be employed. T. Compliance with Laws: a. The CONSULTANT shall comply with the applicable requirements of State and applicable County laws and all Codes and Ordinances of the CITY OF DELRAY BEACH as amended from time to time, and that exist at the time of building permit issuance. b. For SERVICE AUTHORIZATIONS involving work under Federal or State Grantors or Approving Agencies, the CITY and the CONSULTANT shall review and approve the applicable required provisions or any other supplemental provisions as may be included in each SERVICE AUTHORIZATIONS. Page 19 of 32 City of Delray Beach General Engineering Consulting Services U. Jurisdiction, Venue: The CONSULTANT hereby covenants, consents and yields to the jurisdiction of the State Civil Courts of Palm Beach County, Florida. Any dispute between CONSULTANT and the CITY shall be governed by the laws of Florida with venue in Palm Beach County. V. Internal Dispute Between Owner and Consultant: The City Manager shall be the final decision maker regarding internal disputes between CITY and CONSULTANT. W. Extent of Agreement: This AGREEMENT represents the entire integrated AGREEMENT between the CITY and the CONSULTANT and supersedes all prior negotiations, representations or AGREEMENTS, written or oral. This AGREEMENT does not entitle the CONSULTANT to receive any fee unless first being issued a Service Authorization. This AGREEMENT does not provide that a CONSULTANT is entitled to receive any Service Authorization. This AGREEMENT may not be amended, changed, modified, or otherwise altered in any way, at any time after the execution hereof, except by approval of the CITY Comrnission. This AGREEMENT applies only to those projects that are on the CITY'S Capital lmprovement Plan (CIP), attached hereto as Exhibit"D". The CITY is not required to issue any Service Authorizations to CONSULTANT for any projects listed on the CIP. Page 20 of 32 City of Delray Beach General Engineering Consulting Services IN WITNESS WHEREOF, the CITY has caused these presents to be executed in its name by its Mayor, nd attested and its official Seal to be hereunto affixed by its CITY Clerk, and the CONSULTANT has hereunto set its hand and Seal the day and year first written above. CITY 6F DELRAY( lE FLORIDA E B q MAYOR ATTEST: City Clerk Approved as to Form: CITY Attorney CONSULTANT Calvin, Giordano and Associates Inc. k ,(. Witness Tltl�i Name Printed (Seal) Witness Name Printed Page 21 of 32 City of Delray Beach General Engineering Consulting Services ACKNOWLEDGEMENT IF CORPORATION State of Florida County of Palm Beach BEFORE ME, the foregoing instrument, this day of I��j i)a�� 200� was acknowledged by -PLP1I �M0,00 , on behalf of t146 Corporation and said person executed the same freely and voluntarily for the purpose therein expressed. W TNESS my hand and seal in the County and State aforesaid this day of Notary Public ,p,tlfUff (SEAL) My Commission Expires: �t*"Y°f'e��,s ELIZABETH LINARES _ Notary Public-State of Florida P=ley Comm.Expires Sep 14,2013 Commission#DD 925145 fell I,r ACKNOWLEDGEMENT IF AN INDIVIDUAL State of Florida County of Palm Beach I HEREBY CERTIFY that on this date before me, an officer duly authorized in the state and county named above to take acknowledgments, personally appeared known to me to be the person in and who executed the foregoing instrument, and acknowledged before me that he/she executed the same. SWORN TO AND SUBSCRIBED before me this day of ) 200—, Notary Public My Commission Expires: Page 22 of 32 City of Delray Beach General Engineering Consulting Services ACKNOWLEDGEMENT IF A PARTNERSHIP State of Florida County of Palm Beach I HEREBY CERTIFY that on this date before me, an officer duly authorized in the state and county named above to take acknowledgments, personally appeared , known to me to be the person in and who executed the foregoing instrument as a partner of , a partnership. He/She acknowledged before that he/she executed the same as the act and deed of said partnership for the uses and purposes therein mentioned. SWORN TO AND SUBSCRIBED before me this day of , 200 . Notary Public My Commission Expires: Page 23 of 32 City of Delray Beach General Engineering Consulting Services EXHIBIT A(SAMPLE) CONSULTING SERVICE AUTHORIZATION DATE: CONSULTANT: SERVICE AUTHORIZATION NO. FOR CONSULTING SERVICES CITY P.O. NO. CITY EXPENSE CODE CITY PROJECT NO. CONSULTANT PROJECT NO. TITLE: This Service Authorization, when executed, shall be incorporated in and shall become an integral part of the "Agreement for General Consulting Engineering Services" Contract. I. PROJECT DESCRIPTION II. SCOPE OF SERVICES Phase I— Study and Report Phase Phase II Preliminary Design Phase Phase III—Final Design Phase Phase N—BiddinglNegotiating Phase Phase V---- Construction Administration Other—Permitting Other—Surveying Other—Geotechnical Other—Field Verification III. TIME OF PERFORMANCE IV. COMPENSATION Engineering Services Estimated Fees Phase I—Study and Report Phase $ Phase U—Preliminary Design Phase $ Phase III—Final Design Phase $ Phase IV Bidding/Negotiating Phase $ Phase V—Construction Administration $ Other—Permitting $ Other Surveying $ Other---Gcotechnical $ Other—Field Verification $ Out-of-Pocket Expenses $ Total Project Cost $ Notes: Out-of-Pocket Expenses include the following:printing/reproduction/postage. Page 24 of 32 City of Delray Beach General Engineering Consulting Services _:his service authorization is approved contingent upon the City's acceptance of and satisfaction with the completion of the services rendered in the previous phase or as encompassed by the previous service authorization. If the City in its sole discretion is unsatisfied with the services provided in the previous phase or service authorization, the City may terminate the contract without incurring any further liability. The CONSULTANT may commence work on any service authorization approved by the City to be included as part of the contract without a further notice to proceed. Approved by: CITY OF DELRAY BEACH: CONSULTANT: Date Date By: Mayor (Seal) � i fitness (Signature) f � m Witness (Printed) Attest: Approved as to Legal Sufficiency City Attorney BEFORE ME, the foregoing instrument, this day of , 201_, was acknowledged by on behalf of the Corporation , and said person executed the same free and voluntarily for the purpose there-in expressed. Witness my hand and seal in the County and State aforesaid this day of 5201 Notary Public State of Florida My Commission Expires: Page 25 of 32 City of Delray Beach General Engineering Consulting Services EXHIBIT B Calvin, Giordano &Associates, Inc. Raw Salary Raw Salary Hourly Rates Hourly Rates (With Overhead Factor) Employer Category Professionals (Engineers, Architects, Planners, Economists, Scientists, Hydrologists, Hydrogeolo gists, Geologists, etc.) Raw Salary Overhead Factor Hourly Rate Associate, Engineering (VI) (max rate $175.00) $58.333 3.00 $175.00 Director, Engineering (V) (max rate $175.00) $58.333 3.00 $175.00 Project Manager(M $45.743 3.00 $137.23 Project Engineer(IM $39.793 3.00 $119.38 Engineer (II) $27.947 3.00 $83.84 Jr. Engineer(1) $25.747 3.00 $77.24 Construction Management Director $47.177 3.00 $141.53 Assistant Construction Management Director $41.683 3.00 $125.05 Associate, Construction $41.383 3.00 $124.15 Sr. Registered Surveyor $49.750 3.00 $149.25 Registered Surveyor $31.740 3.00 $95.22 Associate, Landscape $53.410 3.00 $160.23 Environmental Administrator $41.310 3.00 $123.93 Sr. Landscape Architect $47.277 3.00 $141.83 Landscape Architect $36.567 3.00 $109.70 Associate, Planning $49.037 3.00 $147.11 Director of Planning $43.580 3.00 $130.74 Planner $27.603 3.00 $82.81 Technicians-(Drafters, Graphic Artists, Computer, Surveyors, Cartographics, Construction Inspectors, etc.) CADD Technician Manager $32.700 3.00 $98.10 CADD Technician $24.840 3.00 $74.52 Survey Crew $55.083 3.00 $167.41 Senior Inspector $34.953 3.00 $104.86 Inspector $19.613 3.00 $58.84 Survey Coordinator $26.193 3.00 $78.58 Environmental Specialist $24.357 3.00 $73.07 Landscape CADD Technician $23.310 3.00 $69.93 Jr. Planner $22.440 3.00 $67.32 ')ffice Suppo rt Clerical $23.157 3.00 $69.47 Page 26 of 32 City of Delray Beach General Engineering Consulting Services EXHIBIT B MPA Architects, Inc. Raw Salary Raw Salary Hourly Rates Hourly Rates (With Overhead Factor) Employer Category Professionals—(Engineers, Architects, Planners, Economists, Scientists, Hydrologists, Hydrogeologists, Geologists, etc.) Raw Salary Overhead Factor Hourly Rate Principal $87.750 293 $257.10 Sr. Architect $68.010 2.93 $199.26 Technicians (Drafters, Graphic Artists, Computer, Surveyors, Cartographics, Construction Inspectors, etc.) CADD Technician $51.930 2.93 $152.15 Field Representative $40.360 2.93 $118.25 Office Support Administrative $39.320 2.93 $115.20 Clerical $18.850 2.93 $55.23 Page 27 of 32 City of Delray Beach General Engineering Consulting Services EXHIBIT B RADISE International Raw Salary Raw Salary Hourly Rates Hourly Rates (With Overhead Factor) Employer Category Professionals—(Engineers, Architects, Planners, Economists, Scientists, Hydrologists, Hydro geologists, Geologists, etc.) Raw Salary Overhead Factor Hourly Rate Project Manager $56.970 2.98 $169.84 Senior Engineer $45.050 2.98 $134.31 Project Engineer $36.490 2.98 $108.79 Engineer(II) $24.040 2.98 $71.67 Technicians—(Drafters, Graphic Artists, Computer, Surveyors, Cartographics, Construction Inspectors, etc.) Senior Engineering Technician $25.500 298 $76.02 CADD Technician $17.950 2.98 $53.51 Office Support Clerical/Administrative Assistant $16.500 2.98 $49.19 Page 28 of 32 City of Delray Beach General Engineering Consulting Services EXHIBIT C CONSULTING SERVICES INVOICE ORMAT Bill To: City of Delray Beach Involte it 434 S.Swinton Ave. Delray Beach,i-L 3.3444 Invoice Date:. Se.rvice Auth.#t RbMIt To; City Purchase Order# City Project Number., City Project Title: For Profdsslonal Services for Peribel Ending'.: Project Status SumMarl Paragraph:(Des cri.ption of Services Prouided)s insert Status Summary/Description of Services LABOR 'Class Name Rate Hours Amount F?ri-n.dpal $0:00 Sr. Engineer $0:00 Engineer MOO Cadd Designer $O.QO. Sr.EngineeringTeeh Moo Sr. Inspector $0;00 Clerical $0100 Subtotal Labor $0.40 SUBC.DNSIjLTANT5 (Must attarh copies of backup invoices) AMolsnt Insert:Name of Subconsultant $0;00 Insert Name ofSubcons€ltant $0.00 Subtotal Su.bconsultants RFIMBORSABLF/oUT-Or-POCKET EXPENSES (Niust.attacli copies of backvp). Amount Postage $0.00 Printing $0:00 SubtataI Expenses $0.0,0 TOTAL AMOUNT DUE THIS INVOICE: $.O.00 Page 1 of 3 Page 29 of 32 City of Delray Beach General Engineering Consulting Services EXHIBIT C (page 2) Bill To: City of Delray Beach I:nvoice`# 434 S.Swinton Ave. Delray Beach, FL 33444 invoice Date: Service P,uth..tt Remit To: City Purchase Order n City Project Number City Project Title; For Professional Services for Period Criftg: COST SUMMARY MARY (Must.match cost breakdown in Service Authorization), Phaseor Task Nurnber Phase"or Task Description Amount Phase I or Task l ("Insert Description of Phase or Task) Contract Amount $0-00 Amount Earned This Period $0.0 Amount Previously'Earued $0.00. Amount remaining $01;00 Phase.ll ::or Task 2 (insert Description of Phase or Task) Contract Amount $0:00 Amount Earned This Period $0.00 Amount,Previously Earned $0::00: Amount Remaining $03600: Phase III or Task 3 (.Insert Description of Phase:or Task:). Contract Amount so.00. Amount Earned This Period $0.00 Amount Previously Earned $O.00 Amount:Remainin.g $0;00. Phase.1V of '(ask 4 (Insett Description of Phase.or Task) Contract Amount $0.00 Amotint Earned This Period $0.00 A`rtount Previously Earned Arnount Reri aWng Phase V or Task 5 (insert Description of Phase or Task) Contract Amount MOO .Amount Earned This Period $0.00 Amount Previously Earned $Mo Amount Remaining Moo Page 2 of 3 Page 30 of 32 City of Delray Beach General Engineering Consulting Services EXHIBIT C (page 3) Bill To. City of Delray Beach J nVo.i.ce#' 434 5..Swinton.Ave. Delray Beach,FL 33444 Invoice Date.:. Service Atith 4 Remit.To: City Purchase Order M City Project Number: City Project Title: For PrOessional'Services for Period:Ending: Phase or Task Number Phase ar-fask Description Amount Phase VI or Task 6 (Insert Description of Phase;or Task) Contract Amount $0.00 Amount Fanned.This Periaii $0.0o Amount Previously karhed Amount Remaining $o.00. Phase V11.or Task 7 (Insert Descripticin of Phase or Task) Contract Amount $0:00 Amount Earned This Period $0'.00. Amount:Previously Earned $0:00. Amount Remaining $0.00 Phase Vlll or,Task:8 (Insert Description of Phase or basic) Contract Amount $0:40 AmountEar.ne:d This Period $0.00. Amount Previously Earned $0.00 Amount.Remainirg $0.00 'TOTAL' CQNTRAC.T COSTS Total Connract.Amount $0.00 Total:Amount'Earn edThis Period $0:40. Totat':Amo.unt Previously.Earned Tatal'Amou.nf Remaining Page 3 of 3 Page 31 o£32 City of Delray Beach General Engineering Consulting Services THIS PAGE INTENTIONALLY LEFT BLANK Page 32 of 32 CALVI-2 OP ID: KR [ (M MID CERTIFICATE OF LIABILITY INSURANCE DATE12612 Y4 os2si2a14 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED ^EPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. PORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION 15 WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: _ Brown&Brown of Florida,Inc. PHONE FAX 1201 W Cypress Creek Rd#130 (Arc,No,Ext);954-776-2222 IArc,No): 954-776-4446 P.O.Box 5727 F-MAIL Ft. Lauderdale,FL 33310-5727 ADDRESS Stephen E. Patton,AAI INSURER(S)AFFORDING COVERAGE NAIC# wsURERA:Hartford Casualty ins. Co 29424 _..--. - ..-- __ INSURED Calvin, Giordano&Assoc, Inc. INSURER B American Guar& Liab Ins Co _ 126247 Attn: Dennis Giordano 1800 Eller Drive#600 INSURER C:Hartford Ins Co. of the S.E. 38261 Ft. Lauderdale, FL 33316 INSURER D:Hartford Ins Co of Midwest 37478 INSURER E;Landmark American Ins.Co. 33138 INSURER F COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATFD. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCIIKnENT WITH RESPECT TO WHIOF! THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS- INSR E TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LTR I Y POLICY NUMBER MM1DD YYY MMIDDIYYYY LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 A X COMMERCIAL GENERAL LIABILITY X 21UUNLK3645 01/01/2014 DAMAGETORENTFU - _- -- 01!01!2015 PREMISES(Ea occurrence $ 300,000 l CLAIMS-MADE FI OCCUR i ME EXP(Any one person) $ 10,000 E I I PERSONAL&ADV INJURY S 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: 'I PRODUCTS-COMPIOP AGG $ 2,000,000 POLICY X PR� LOG $ AUTOMOBILE LIABILITY COMBINE❑SINGLE LIMIT $ 1,000,000 _(Ea accident) rx ANY AUTO 21 UENJB7000 01/01/2014 01/01/2015 BODILY INJURY(Per person)ALL OWNED SCHEDULE➢ AUTOS AUTOS BODILY INJURY(Per accident), NON-OWNED PROPERTY DAMAGE HIRED AUTOS X +,AUTOS ;_(PER ACCIDENT] i $ X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 10,000,000 B EXCESS LIAR CLAIMS-MADE AUC594612804 0110112014 01/0112015 AGGREGATE $ 10,000,000 DED X RETENTION$ 0 S WORKERS COMPENSATION X TORY LAMU- OT AND EMPLOYERS'LIABILITY ------ — C ANY PROPR]FTORIPAR7NFRIFXFCU7IVE YIN 21 WBNO3209 0110112014; 01/01/2015 E L EACH ACCIDENT $ 1,000,000 OFFICERIMEMBER EXCLUDE[ NIA - --- (Mandatory in NH) N I E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E,L.DISEASE-POLICY LIMIT $ 1,000,00 E Professional Liab ILHR746782 08/27/2014 08/27/2015 Per Claim 2,000,000 ClaimMadelPiioiAct ;RETENTION:$200,000 Aggregate 2,000,000 DESCRIPTION OF OPERATIONS r LOCATIONS f VEHICLES (Attach ACORD 11}1,Additional Remarks Schedule,if more space is required) Proj: 2012 General Engineering Consultants Services Agreement P/N 12-057, The City of Delray Beach and the Consultant are listed as the additional insured as respects General Liability if required by written contract. General Liability coverage is primary and non-contributory- 30 days notice of cancellation applies except 10 days for non-payment. CERTIFICATE HOLDER CANCELLATION DELRAYB SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Delray Beach ACCORDANCE WITH THE POLICY PROVISIONS. 434 South Swinton Ave Delray Beach, FL 33444 AUTHORIZED REPRESENTATIVE O 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010105) The ACORD name and logo are registered marks of ACORD Named Insured: Calvin, Giordano&Associates, Inc. Policy#21 UENJB7000 Effective 11112014-21112015 COMMERCIAL GENERAL LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read (2) The "bodily injury" or "property damage" occurs the entire policy carefully to determine rights, duties and during the policy period; and what is and is not covered. (3) Prior to the policy period, no insured listed Throughout this policy the words "you" and "your" refer to under Paragraph 1. of Section II - Who Is An o the Named Insured shown in the Declarations, and any Insured and no "employee" authorized by you to w other person or organization qualifying as a Named give or receive notice of an "occurrence" or Insured under this policy. The words "we", "us" and "our" claim, knew that the "bodily injury" or "property ° refer to the stock insurance company member of The damage" had occurred, in whole or in part. If Hartford providing this insurance. such a listed insured or authorized "employee" The word "insured" means any person or organization knew, prior to the policy period, that the "bodily o qualifying as such under Section 11 -Who Is An Insured. injury" or"property damage" occurred, then any Ln continuation, change or resumption of such Other words and phrases that appear in quotation marks "bodily injury" or "property damage" during or have special meaning. Refer to Section V-Definitions. x after the policy period will be deemed to have SECTION l--COVERAGES been known prior to the policy period. N C) COVERAGE A BODILY INJURY AND PROPERTY c. "Bodily injury" or"property damage" will be deemed c> DAMAGE LIABILITY to have been known to have occurred at the 1. Insuring Agreement earliest time when any insured listed under # Paragraph 1. of Section 11 -- Who Is An Insured or a. We will pay those sums that the insured becomes authorized by you to give or " legally obligated to pay as damages because of receive notice any "employeean "occurrence" or claim: "bodily injury" or "property damage" to which this _ insurance applies. We will have the right and duty (1) Reports all, or any part, of the "bodily injury" or to defend the insured against any "suit" seeking "property damage"to us or any other insurer; those damages. However, we will have no duty to (2) Receives a written or verbal demand or claim defend the insured against any "suit" seeking for damages because of the "bodily injury" or damages for"bodily injury" or"property damage" to "property damage"; or which this insurance does not apply. We may, at (3) Becomes aware by any other means that our discretion, investigate any "occurrence" and "bodily injury" or "property damage" has settle any claim or"suit"that may result. But: occurred or has begun to occur. (1) The amount we will pay for damages is limited d. Damages because of "bodily injury" include as described in Section III - Limits Of damages claimed by any person or organization for Insurance; and care, loss of services or death resulting at any time (2) Our right and duty to defend ends when we from the "bodily injury". have used up the applicable limit of insurance in e, Incidental Medical Malpractice the payment of judgments or settlements under Coverages A or B or medical expenses under (1) "Bodily injury" arising out of the rendering of or Coverage C. failure to render professional health care services as a physician, dentist, nurse, No ocher obligation or liability to pay sums or _ perform acts or services is covered unless explicitly emergency medical technician or paramedic be deemed to be caused by an provided for under Supplementary Payments shall -- Coverages A and B. "occurrence", but only if: —_ b. This insurance applies to "bodily injury" and (a) The physician, dentist, nurse, emergency "property damage" only if_ medical technician or paramedic is employed by you to provide such services; (1) The "bodily injury" or "property damage" is and caused by an "occurrence" that takes place in (b) You are not engaged in the business or the "coverage territory"; occupation of providing such services. HG 00 01 06 05 Page 1 of 18 ©2005 The Hartford (Includes copyrighted material of Insurance Services Office, Inc. with its permission.) (2) For the purpose of determining the limits of d. Workers' Compensation And Similar Laws insurance for incidental medical malpractice, Any obligation of the insured under a workers' any act or omission together with all related acts compensation, disability benefits or unemployment or omissions in the furnishing of these services compensation law or any similar law. to any one person will be considered one "occurrence". e. Employer's Liability 2. Exclusions "Bodily injury"to: This insurance does not apply to: (1) An "employee" of the insured arising out of and a. Expected Or Intended Injury in the course of: ; or "Bodily injury" or "property damage" expected or (a) Employment by the insured intended from the standpoint of the insured. This (b) Performing duties related to the conduct of exclusion does not apply to "bodily injury" or the insured's business; or "property damage" resulting from the use of (2) The spouse, child, parent, brother or sister of reasonable force to protect persons or property. that "employee" as a consequence of b. Contractual Liability Paragraph (1) above. "Bodily injury" or "property damage" for which the This exclusion applies: insured is obligated to pay damages by reason of (1) Whether the insured may be liable as an the assumption of liability in a contract or employer or in any other capacity; and agreement. This exclusion does not apply to liability (2) To any obligation to share damages with or for damages: repay someone else who must pay damages (1) That the insured would have in the absence of because of the injury, the contract or agreement; or This exclusion does not apply to liability assumed (2) Assumed in a contract or agreement that is an by the insured under an "insured contract". "insured contract", provided the "bodily injury" or f. Pollution "property damage" occurs subsequent to the 1 "Bodily injury" "property or " ro " out execution of the contract or agreement. Solely ( ' y try p p y dams g e arising for the purposes of liability assumed in an of the actual, alleged or threatened discharge, "insured contract", reasonable attorney fees and dispersal, seepage, migration, release or necessary litigation expenses incurred by or for escape of"pollutants": a party other than an insured are deemed to be (a) At or from any premises, site or location damages because of"bodily injury" or "property which is or was at any time owned or damage", provided: occupied by, or rented or loaned to, any (a) Liability to such party for, or for the cost of, insured. However, this subparagraph does that party's defense has also been assumed not apply to: in the same"insured contract"; and (i) "Bodily injury" if sustained within a (b) Such attorney fees and litigatior expenses building and caused by smoke; fumes, are for defense of that party against a civil or vapor or soot produced by or originating alternative dispute resolution proceeding in from equipment that is used to heat, cool which damages to which this insurance or dehumidify the building, or equipment applies are alleged. that is used to heat water for personal use, by the building's occupants or their c. Liquor Liability guests; "Bodily injury" or "property damage" for which any (ii) "Bodily injury" or "property damage" for insured may be held liable by reason of. which you may be held liable, if you are a (1) Causing or contributing to the intoxication of any contractor and the owner or lessee of person; such premises, site or location has been (2) The furnishing of alcoholic beverages to a added to your policy as an additional person under the legal drinking age or under the insured with respect to your ongoing influence of alcohol; or operations performed for that additional (3) Any statute, ordinance or regulation relating to insured at that premises, site or location the sale, gift, distribution or use of alcoholic and such premises, site or location is not and never was owned or occupied by, or beverages_ rented or loaned to, any insured, other This exclusion applies only if you are in the than that additional insured; or business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. Page 2 of 18 FIG 00 01 06 05 (iii) "Bodily injury" or "property damage" (e) At or from any premises, site or location on arising out of heat, smoke or fumes from which any insured or any contractors or a "hostile fire" subcontractors working directly or indirectly (b) At or from any premises, site or location on any insured's behalf are performing which is or was at any time used by or for operations if the operations are to test for, any insured or others for the handling, monitor, clean up, remove, contain, treat, storage, disposal, processing or treatment of detoxify or neutralize, or in any way respond waste; to, or assess the effects of, "pollutants". (c) Which are or were at any time transported, (2) Any loss, cost or expense arising out of any: handled, stored, treated, disposed of, or (a) Request, demand, order or statutory or processed as waste by or for: regulatory requirement that any insured or (i) Any insured; or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in D (ii) Any person or organization for whom you any way respond to, or assess the effects of, o may be legally responsible; "pollutants"; or (d) At or from any premises, site or location on (b) Claim or suit by or on behalf of a o which any insured or any contractors or governmental authority for damages subcontractors working directly or indirectly because of testing for, monitoring, cleaning CD Ln on any insureds behalf are performing up, removing, containing, treating, operations if the "pollutants" are brought on detoxifying or neutralizing, or in any way or to the premises, site or location in responding to, or assessing the effects of, connection with such operations by such "pollutants". v insured, contractor or subcontractor. However, this paragraph does not apply to C) However, this subparagraph does not apply CD to_ liability for damages because of "property n, damage" that the insured would have in the * (i) "Bodily injury" or "property damage" absence of such request, demand, order or arising out of the escape of fuels, statutory or regulatory requirement, or such lubricants or other operating fluids which claim or"suit" by or on behalf of a governmental are needed to perform the normal authority. electrical, hydraulic or mechanical functions necessary for the operation of 9 Aircraft, Aura Or Watercraft "mobile equipment" or its parts, if such "Bodily injury" or "property damage" arising out of fuels, lubricants or other operating fluids the ownership, maintenance, use or entrustment to escape from a vehicle part designed to others of any aircraft, "auto" or watercraft owned or hold, store or receive them. This operated by or rented or loaned to any insured. Use exception does not apply if the "bodily includes operation and "loading or unloading". injury" or"property damage" arises out of This exclusion applies even if the claims against the intentional discharge, dispersal or any insured allege negligence or other wrongdoing release of the fuels, lubricants or other in the supervision, hiring, employment, training or operating fluids, or if such fuels, monitoring of others by that insured, if the lubricants or other operating fluids are "occurrence" which caused the "bodily injury" or brought on or to the premises, site or "property damage" involved the ownership, location with the intent that they be maintenance, use or entrustment to others of any discharged, dispersed or released as part aircraft, "auto" or watercraft that is owned or of the operations being performed by operated by or rented or loaned to any insured. _ such insured, contractor or subcontractor; This exclusion does not apply to: (ii) "Bodily injury" or "property damage" (1) A watercraft while ashore on premises you own sustained within a building and caused or rent; by the release of gases, fumes or vapors (2) A watercraft you do not own that is: from materials brought into that building (a) Less than 51 feet long; and in connection with operations being _ (b) Not being used to carry persons for a performed by you or on your behalf by a charge; contractor or subcontractor, or (iii) "Bodily injury" or "property damage" (3) Parking an "auto" on, or on the ways next to, arising out of heat, smoke or fumes from premises you awn or rent, provided the "auto" is a "hostile fire"; or not owned by or rented or loaned to you or the insured; HG 00 01 06 05 Page 3 of 18 (4) Liability assumed under any "insured contract" working directly or indirectly on your behalf are for the ownership, maintenance or use of performing operations, if the "property damage" aircraft or watercraft; arises out of those operations; of (5) 'Bodily injury" or "property damage" arising out (6) That particular part of any property that must be of the operation of any of the equipment listed in restored, repaired or replaced because "your Paragraph f.(2) or f.(3) of the definition of work"was incorrectly performed on it. "mobile equipment"; or Paragraphs (1), (3) and (4) of this exclusion do not (6) An aircraft that is not owned by any insured and apply to "property damage" (other than damage by is hired, chartered or leaned with a paid crew. fire) to premises, including the contents of such However, this exception does not apply if the premises, rented to you for a period of 7 or fewer insured has any other insurance for such "bodily consecutive days. A separate limit of insurance injury" or "property damage", whether the other applies to Damage To Premises Rented To You as insurance is primary, excess, contingent or on described in Section III— Limits Of Insurance. any other basis. Paragraph (2) of this exclusion does not apply if the h. Mobile Equipment premises are "your work" and were never occupied, "Bodily injury" or"property damage"arising out of: rented or held for rental by you. (1) The transportation of "mobile equipment" by an Paragraphs (3) and (4) of this exclusion do not "auto" owned or operated by or rented or loaned apply to "property damage" arising from the use of to any insured; or elevators. (2) The use of "mobile equipment" in, or while in Paragraphs (3), (4), (5) and (6) of this exclusion do practice for, or while being prepared for, any not apply to liability assumed under a sidetrack prearranged racing, speed, demolition, or agreement. stunting activity. Paragraphs (3) and (4) of this exclusion do not i. War apply to "property damage" to borrowed equipment "Bodily injury" or "property damage", however while not being used to perform operations at the caused, arising, directly or indirectly, out of: job site. Paragraph (6) of this exclusion does not apply to (1) War, including undeclared or civil war; "property damage" included in the "products- (2) Warlike action by a military force, including completed operations hazard". action in hindering or defending against an actual or expected attack, by any government, k. Damage To Your Product sovereign or other authority using military "Property damage"to "your product" arising out of it personnel or other agents; or or any part of it. (3) Insurrection, rebellion, revolution, usurped I. Damage To Your Work power, or action taken by governmental "Property damage"to "your work" arising out of it or authority in hindering or defending against any any part of it and included in the "products- of these. completed operations hazard". j. Damage To Property This exclusion does not apply if the damaged work "Property damage"to: or the work out of which the damage arises was (1) Property you own, rent, or occupy, including any performed on your behalf by a subcontractor. costs or expenses incurred by you, or any other m. Damage To Impaired Property Or Property Not person, organization or entity, for repair, Physically Injured replacement, enhancement, restoration or "Property damage" to "impaired property" or maintenance of such property for any reason, property that has not been physically injured, including prevention of injury to a person or arising out of damage to another's property; (1) A defect, deficiency, inadequacy or dangerous (2) Premises you sell, give away or abandon, if the condition in "your product"or"your work"; or "property damage" arises out of any part of (2) A delay or failure by you or anyone acting on those premises; your behalf to perform a contract or agreement (3) Property loaned to you; in accordance with its terms. (4) Personal property in the care, custody or control This exclusion does not apply to the loss of use of of the insured; other property arising out of sudden and accidental (5) That particular part of real property on which physical injury to "your product" or"your work" after you or any contractors or subcontractors it has been put to its intended use, Page 4 of 18 HG 00 01 06 05 n. Recall Of Products, Work Or Impaired kind to persons or property which would not Property have occurred in whole or in part but for the Damages claimed for any loss, cost or expense "asbestos hazard"; incurred by you or others for the loss of use, (b) Arise out of any request, demand, order or withdrawal, recall, inspection, repair, replacement, statutory or regulatory requirement that any adjustment, removal or disposal of: insured or others test for, monitor, clean up, (1) "Your product"; remove, encapsulate, contain, treat, detoxify or neutralize or in any way respond to or (2) "Your work"; or assess the effects of an "asbestos hazard"; (3) "Impaired property"; or if such product, work, or property is withdrawn or (c) Arise out of any claim or suit for damages recalled from the market or from use by any person because of testing for, monitoring, cleaning 1 or organization because of a known or suspected up, removing, encapsulating, containing, defect, deficiency, inadequacy or dangerous treating, detoxifying or neutralizing or in any a condition in it. way responding to or assessing the effects o. Personal And Advertising Injury of an "asbestos hazard". Exception Exce To Premises Rented To You -a ° "Bodily injury" arising out of "personal and Damage p CD advertising injury" For Damage By Fire, Lightning Or Explosion Ln p. Electronic Data Exclusions c. through h. and j.through n. do not apply to damage by fire, lightning or explosion to premises Damages arising out of the loss of, loss of use of, while rented to you or temporarily occupied by you with -� damage to, corruption of, inability to access, or permission of the owner. A separate limit of insurance �,q inability to manipulate electronic data. applies to this coverage as described in Section III - Q As used in this exclusion, electronic data means Limits Of Insurance. N information, facts or programs stored as or on, COVERAGE B PERSONAL AND ADVERTISING created or used on, or transmitted to or from INJURY LIABILITY _ computer software, including systems and applications software, hard or floppy disks, CD- 1. Insuring Agreement ROMS, tapes, drives, cells, data processing a. We will pay those sums that the insured becomes devices or any other media which are used with legally obligated to pay as damages because of electronically controlled equipment. "personal and advertising injury" to which this q. Employment-Related Practices insurance applies. We will have the right and duty to defend the insured against any "suit" seeking — "Bodily injury to: those damages. However, we will have no duty to (1) A person arising out of any "employment- defend the insured against any "suit" seeking _ related practices"; or damages for "personal and advertising injury" to (2) The spouse, child, parent, brother or sister of which this insurance does not apply. We may, at that person as a consequence of "bodily injury" our discretion, investigate any offense and settle to that person at whom any "employment- any claim or"suit"that may result_ But: related practices"are directed. (1) The amount we will pay for damages is limited This exclusion applies: as described in Section III - Limits Of (1) Whether the insured may be liable as an Insurance; and employer or in any other capacity; and (2) Our right and duty to defend end when we have _ (2) To any obligation to share damages with or used up the applicable limit of insurance in the repay someone else who must pay damages payment of judgments or settlements under because of the injury_ Coverages A or B or medical expenses under Coverage C. r. Asbestos — No other obligation or liability to pay sums or (1) "Bodily injury" or "property damage" arising out perform acts or services is covered unless explicitly _ of the "asbestos hazard". provided for under Supplementary Payments - (2) Any damages, judgments, settlements, loss, Coverages A and B. costs or expenses that: b. This insurance applies to "personal and advertising (a) May be awarded or incurred by reason of injury" caused by an offense arising out of your any claim or suit alleging actual or business but only if the offense was committed in threatened injury or damage of any nature or the"coverage territory"during the policy period. HG 00 0106 05 Page 5 of 18 2. Exclusions (2) Slogan, unless the slogan is also a trademark, This insurance does not apply to_ trade name, service mark or other designation a. Knowing Violation Of Rights Of Another of origin or authenticity; or "Personal and advertising injury" arising out of an (3) Title of any literary or artistic work. offense committed by, at the direction or with the j• Insureds In Media And Internet Type consent or acquiescence of the insured with the Businesses expectation of inflicting "personal and advertising "Personal and advertising injury" committed by an injury". insured whose business is- b. Material Published With Knowledge Of Falsity (1) Advertising, broadcasting, publishing or "Personal and advertising injury" arising out of oral, telecasting; written or electronic publication of material, if done (2) designing or determining content of web sites by or at the direction of the insured with knowledge for others; or of its falsity. (3) An Internet search, access, content or service c. Material Published Prior To Policy Period provider. "Personal and advertising injury" arising out of oral, However, this exclusion does not apply to written or electronic publication of material whose Paragraphs 17.a., b. and c, of "personal and first publication took place before the beginning of advertising injury" underthe Definitions Section. the policy period. For the purposes of this exclusion, placing an d. Criminal Acts "advertisement" for or linking to others on your web "Personal and advertising injury" arising out of a site, by itself, is not considered the business of criminal act committed by or at the direction of the advertising, broadcasting, publishing or telecasting, insured. k. Electronic Chatrooms Or Bulletin Boards e. Contractual Liability "Personal and advertising injury" arising out of an "Personal and advertising injury" for which the electronic chatroom or bulletin board the insured insured has assumed liability in a contract or hosts, owns, or over which the insured exercises agreement. This exclusion does not apply to liability control. for damages that the insured would have in the I. Unauthorized Use Of Another's Name Or absence of the contract or agreement. Product f. Breach Of Contract "Personal and advertising injury" arising out of the "Personal and advertising injury" arising out of a unauthorized use of another's name or product in breach of contract, except an implied contract to use your e-mail address, domain name or metatags, or another's"advertising idea"in your"advertisement". any other similar tactics to mislead another's g. Quality Or Performance Of Goods — Failure To potential customers_ Conform To Statements m. Pollution "Personal and advertising injury" arising out of the "Personal and advertising injury" arising out of the failure of goods, products or services to conform actual, alleged or threatened discharge, dispersal, with any statement of quality or performance made seepage, migration, release or escape of in your"advertisement". "pollutants" at any time. h. Wrong Description Of Prices n. Pollution-Related "Personal and advertising injury" arising out of the Any loss, cost or expense arising out of any: wrong description ofthe price of goods, products or (1) Request, demand, order or statutory or services. regulatory requirement that any insured or i. Infringement Of Intellectual Property Rights others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any Personal and advertising injury arising out of any way respond to, or assess the effects af, violation of any intellectual property rights such as "pollutants"; or copyright, patent, trademark, trade name, trade secret, service mark or other designation of origin (2) Claim or suit by or on behalf of a governmenta[ or authenticity. authority for damages because of testing for, However, this exclusion does not apply to monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any infringement, in your"advertisement", of: way responding to, or assessing the effects of, (1) Copyright; "pollutants"_ Page 6 of 18 HG 00 01 06 05 o_ War (2) The spouse, child, parent, brother or sister of "Personal and advertising injury", however caused, that person as a consequence of "personal and arising, directly or indirectly, out of: advertising injury" to that person at whom any "employment-related practices" are directed. (1) War, including undeclared or civil war; This exclusion applies: (2) Warlike action by a military force, including action in hindering or defending against an (1} Whether the insured may be liable as an actual or expected attack, by any government, employer or in any other capacity; and sovereign or other authority using military (2) To any obligation to share damages with or personnel or other agents; or repay someone else who must pay damages (3) Insurrection, rebellion, revolution, usurped power, because of the injury. or action taken by governmental authority in v. Asbestos U, hindering or defending against any of these_ (1) "Personal and advertising injury" arising out of L, N p. Internet Advertisements And Content Of Others the "asbestos hazard". ° "Personal and advertising injury" arising out of: (2) Any damages, judgments, settlements, loss, (1) An "advertisement"for others on your web site; costs or expenses that: (2) Placing a link to a web site of others an your (a) May be awarded or incurred by reason of ,° web site any claim or suit alleging actual or IZP (3) Content, including information, sounds, text, threatened injury or damage of any nature or W graphics, or images from a web site of others kind to persons or property which would not displayed within a frame or border on your web have occurred in whole or in part but for the "asbestos hazard"; site; or (b) Arise out of any request, demand, order or CD (4) Computer code, software or programming used statutory or regulatory requirement that any N to enable: insured or others test for, monitor, clean up, (a) Your web site; or remove, encapsulate, contain, treat, detoxify (b) The presentation or functionality of an or neutralize or in any way respond to or "advertisement" or other content on your assess the effects of an "asbestos hazard"; web site. or _ q. Right Of Privacy Created By Statute (c) Arise out of any claim or suit for damages because of testing for, monitoring, cleaning "Personal and advertising injury" arising out of the violation of a person's right of privacy created by removing, encapsulating, containing, any state or federal act. treating, detoxifying or neutralizing or in any MTM way responding to or assessing the effects However, this exclusion does not apply to liability of an "asbestos hazard". for damages that the insured would have in the COVERAGE C MEDICAL PAYMENTS absence of such state or federal act. 1 r. Violation Of Anti-Trust law . Insuring Agreement a. We will pay medical expenses as described below Personal and advertising injury arising out of a for"bodily injury"caused by an accident: violation of any anti-trust law. s. Securities (1) On premises you own or rent; "Personal and advertising injury" arising out of the (2) On ways next to premises you own or rent; or fluctuation in price or value of any stocks, bonds or (3) Because of your operations; other securities. provided that: _ t. Discrimination Or Humiliation (1) The accident takes place in the "coverage "Personal and advertising injury" arising out of territory" and during the policy period; discrimination or humiliation committed by or at the (2) The expenses are incurred and reported to us direction of any "executive officer", director, within three years of the date of the accident; . stockholder, partner or member of the insured. and u. Employment-Related Practices (3) The injured person submits to examination, at "Personal and advertising injury"to: our expense, by physicians of our choice as (1) A person arising out of any "employment— often as we reasonably require_ related practices"; or HG 00 01 06 05 Page 7 of 18 b. We will make these payments regardless of fault. e. All costs taxed against the insured in the "suit". These payments will not exceed the applicable limit f. Prejudgment interest awarded against the insured of insurance. We will pay reasonable expenses for: on that part of the judgment we pay. If we make an (1) First aid administered at the time of an accident; offer to pay the applicable limit of insurance, we will (2) Necessary medical, surgical, x-ray and dental not pay any prejudgment interest based on that services, including prosthetic devices; and period of time after the offer. (3) Necessary ambulance, hospital, professional g• All interest on the full amount of any judgment that nursing and funeral services. accrues after entry of the judgment and before we 2. Exclusions have paid, offered to pay, or deposited in court the part of the judgment that is within the applicable We will not pay expenses for"bodily injury": limit of insurance. a. Any Insured These payments will not reduce the limits of insurance. To any insured, except "volunteer workers". 2. If we defend an insured against a "suit" and an b. Hired Person indemnitee of the insured is also named as a party to To a person hired to do work for or on behalf of any the "suit", we will defend that indemnitee if all of the insured or a tenant of any insured. following conditions are met_ c. injury On Normally Occupied Premises a. The "suit" against the indemnitee seeks damages for which the insured has assumed the liability of To a person injured on that part of premises you the indemnitee in a contract or agreement that is an own or rent that the person normally occupies. "insured contract"; d, Workers Compensation And Similar Laws b. This insurance applies to such liability assumed by To a person, whether or not an "employee" of any the insured; insured, if benefits for the "bodily injury" are payable c. The obligation to defend, or the cost of the defense or must be provided under a workers' compensation of, that indemnitee, has also been assumed by the or disability benefits law or a similar law. insured in the same "insured contract"; e. Athletics Activities d. The allegations in the "suit" and the information we To a person injured while practicing, instructing or know about the "occurrence" are such that no participating in any physical exercises or games, conflict appears to exist between the interests of sports, or athletic contests. the insured and the interests of the indemnitee; f. Products-Completed Operations Hazard e. The indemnitee and the insured ask us to conduct Included within the "products-completed operations and control the defense of that indemnitee against hazard". such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee; g. Coverage A Exclusions and Excluded under Coverage A. f. The indemnitee: SUPPLEMENTARY PAYMENTS — COVERAGES (1) Agrees in writing to: A AND 3 (a) Cooperate with us in the investigation, 1. We will pay, with respect to any claim we investigate or settlement or defense of the "suit" settle, or any"suit" against an insured we defend: a. All expenses we incur. {b} Immediately send us copies of any p demands, notices, summonses or legal b. Up to $1,000 for cost of bail bonds required papers received in connection with the "suit"; because of accidents or traffic law violations arising (c) Notify any other insurer whose coverage is out of the use of any vehicle to which the Bodily available to the indemnitee; and Injury Liability Coverage applies. We do not have to furnish these bonds. (d) Cooperate with us with respect to coordinating other applicable insurance c. The cost of appeal bonds or bonds to release available to the indemnitee; and attachments, but only for bond amounts within the applicable limit of insurance. We do not have to (2} Provides us with written authorization to: furnish these bonds. (a) Obtain records and other information related d. All reasonable expenses incurred by the insured at to the "suit"; and our request to assist us in the investigation or (b) Conduct and control the defense of the defense of the claim or "suit", including actual loss indemnitee in such "suit". of earnings up to $500 a day because of time off So long as the above conditions are met, attorneys' from work. fees incurred by us in the defense of that indemnitee, Page 8 of 18 HG 00 01 06 05 necessary litigation expenses incurred by us and However, none of these "employees" or "volunteer necessary litigation expenses incurred by the workers" are insureds for: indemnitee at our request will be paid as (1) "Bodily injury" or "personal and advertising Supplementary Payments. Notwithstanding the injury": provisions of Paragraph 2.b.(2) of Section I – Coverage A – Bodily Injury And Property Damage (a) you, to your partners or members (if you ar Liability, such payments will not be deemed to be are a partnership or joint venture} to your damages for"bodily injury" and "property damage" and members t you are a limited liability will not reduce the limits of insurance. Company), to a co-"employee" while in the course of his or her employment or Our obligation to defend an insured's indemnitee and performing duties related to the conduct of to pay for attorneys' fees and necessary litigation your business, or to your other "volunteer expenses as Supplementary Payments ends when: workers" while performing duties related to q; a. We have used up the applicable limit of insurance the conduct of your business; N in the payment of judgments or settlements; or (b) To the spouse, child, parent, brother or sister ° b. The conditions set forth above, or the terms of the of that co-"employee" or that "volunteer agreement described in Paragraph f, above, are no worker" as a consequence of Paragraph CD longer met. (1)(a) above; � SECTION II–WHO IS AN INSURED (c) For which there is any obligation to share 1. If you are designated in the Declarations as: damages with or repay someone else who must pay damages because of the injury X a. An individual, you and your spouse are insureds, described in Paragraphs (1)(a) or(b) above; but only with respect to the conduct of a business or C14 of which you are the sole owner. CD (d) Arising out of his or her providing or failing to b. A partnership or joint venture, you are an insured. ° provide professional health care services. N Your members, your partners, and their spouses are also insureds, but only with respect to the If you are not in the business of providing conduct of your business. professional health care services, Paragraph (d) does not apply to any nurse, emergency c. A limited liability company, you are an insured. medical technician or paramedic employed by Your members are also insureds, but only with you to provide such services. respect to the conduct of your business. Your managers are insureds, but only with respect to (2) "Property damage"to property: their duties as your managers. (a) Owned, occupied or used by, d. An organization other than a partnership, joint (b) Rented to, in the care, custody or control of, venture or limited liability company, you are an or over which physical control is being insured. Your "executive officers" and directors are exercised for any purpose by insureds, but only with respect to their duties as you, any of your "employees", "volunteer your officers or directors. Your stockholders are workers", any partner or member (if you are a _ also insureds, but only with respect to their liability partnership or joint venture), or any member (if as stockholders. you are a limited liability company). e. A trust, you are an insured. Your trustees are also b. Real Estate Manager insureds, but only with respect to their duties as _ trustees. Any person (other than your "employee" or "volunteer worker"), or any organization while 2. Each of the following is also an insured: acting as your real estate manager. a. Employees and Volunteer workers c. Temporary Custodians of Your Property Your volunteer workers" only while performing Any person or organization having proper duties related to the conduct of your business, or temporary custody of your property if you die, but your"employees", other than either your"executive only: officers" (if you are an organization other than a — partnership, joint venture or limited liability (1) With respect to liability arising out of the company) or your managers (if you are a limited maintenance or use of that property; and liability company), but only for acts within the scope (2) Until your legal representative has been of their employment by you or while performing appointed. duties related to the conduct of your business. d. Legal Representative If You Die Your legal representative if you die, but only with respect to duties as such. That representative will HG 00 01 06 05 Page 9 of 18 have all your rights and duties under this Coverage 5. Nonowned Watercraft Part. With respect to watercraft you do not own that is less e. Unnamed Subsidiary than 51 feet long and is not being used to carry Any subsidiary, and subsidiary thereof, of yours persons for a charge, any person is an insured while which is a legally incorporated entity of which you operating such watercraft with your permission. Any own a financial interest of more than 50% of the other person or organization responsible for the voting stock on the effective date of the Coverage conduct of such person is also an insured, but only Part_ with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any The insurance afforded herein for any subsidiary kind is available to that person or organization for this not named in this Coverage Part as a named liability. insured does not apply to injury or damage with respect to which an insured under this Coverage However, no person or organization is an insured with Part is also an insured under another policy or respect to: would be an insured under such policy but for its a. "Bodily injury" to a co-"employee" of the person termination or the exhaustion of its limits of operating the watercraft; or insurance. b. "Property damage"to property owned by, rented to, 3. Newly Acquired or Formed Organization in the charge of or occupied by you or the employer Any organization you newly acquire or form, other than of any person who is an insured under this a partnership, joint venture or limited liability company, provision, and over which you maintain financial interest of more 6. Additional Insureds When Required By Written than 50% of the voting stock, will qualify as a Named Contract,Written Agreement Or Permit Insured if there is no other similar insurance available The following person(s) or organization(s) are an to that organization. However: additional insured when you have agreed, in a written a. Coverage under this provision is afforded only until contract, written agreement or because of a permit the 180th day after you acquire or foram the issued by a state or political subdivision, that such organization or the end of the policy period, person or organization be added as an additional whichever is earlier; insured on your policy, provided the injury or damage b. Coverage A does not apply to "bodily injury" or occurs subsequent to the execution of the contract or "property damage" that occurred before you agreement. acquired or formed the organization; and A person or organization is an additional insured under c. Coverage B does not apply to "personal and this provision only for that period of time required by advertising injury" arising out of an offense the contract or agreement, committed before you acquired or formed the However, no such person or organization is an insured organization. under this provision if such person or organization is 4_ Mobile Equipment included as an insured by an endorsement issued by With respect to "mobile equipment" registered in your us and made a part of this Coverage Part. name under any motor vehicle registration law, any a. Vendors person is an insured while driving such equipment. Any person(s) or organization(s) (referred to below along a public highway with your permission.Any other as vendor), but only with respect to "bodily injury" person or organization responsible for the conduct of or"property damage" arising out of "your products" such person is also an insured, but only with respect to which are distributed or sold in the regular course liability arising out of the operation of the equipment, of the vendor's business and only if this Coverage and only if no other insurance of any kind is available Part provides coverage for "bodily injury" or to that person or organization forthis liability. However, "property damage" included within the "products- no person or organization is an insured with respect to: completed operations hazard". a. `Bodily injury" to a co-"employee" of the person (1) The insurance afforded the vendor is subject to driving the equipment; or the following additional exclusions: b. "Property damage"to property owned by, rented to, This insurance does not apply to: in the charge of or occupied by you or the employer (a) "Bodily injury" or "property damage" for of any person who is an insured under this which the vendor is obligated to pay provision. damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; Page 10 of 18 HG 00 01 06 05 (b) Any express warranty unauthorized by you; c. Lessors of Land or Premises (c) Any physical or chemical change in the Any person or organization from whom you lease product made intentionally by the vendor; land or premises, but only with respect to liability (d) Repackaging, except when unpacked solely arising out of the ownership, maintenance or use of for the purpose of inspection, demonstration, that part of the land or premises leased to you. testing, or the substitution of parts under With respect to the insurance afforded these instructions from the manufacturer, and then additional insureds the following additional repackaged in the original container; exclusions apply: (e) Any failure to make such inspections, This insurance does not apply to: adjustments, tests or servicing as the vendor 1. Any "occurrence" which takes place after you has agreed to make or normally undertakes cease to lease that land; or to make in the usual course of business, in 2. Structural alterations, new construction or Ln connection with the distribution or sale of the demolition operations performed by or on behalf C) products; of such person or organization. (f) Demonstration, installation, servicing or repair operations, except such operations d. Architects, Engineers or Surveyors CD performed at the vendor's premises in Any architect, engineer, or surveyor, but only with Q connection with the sale of the product; respect to liability for "bodily injury", "property ,o (g) Products which, after distribution or sale by damage" or "personal and advertising injury" M you, have been labeled or relabeled or used caused, in whole or in part, by your acts ar as a container, part or ingredient of any omissions or the acts or omissions of those acting �+ on your behalf_ N other thing or substance by or for the o vendor; or (1) In connection with your premises; or 0 N (h) "Bodily injury" or "property damage" arising (2) In the performance of your ongoing operations * out of the sole negligence of the vendor for performed by you or on your behalf. its own acts or omissions or those of its With respect to the insurance afforded these — employees or anyone else acting on its additional insureds, the following additional behalf. However, this exclusion does not exclusion applies: apply to: This insurance does not apply to "bodily injury", (i)The exceptions contained in Sub- "property damage" or "personal and advertising paragraphs(d) or(f); or injury" arising out of the rendering of or the failure (ii) Such inspections, adjustments, tests or to render any professional services by or.for you, servicing as the vendor has agreed to including: make or normally undertakes to make in 1. The preparing, approving, or failing to prepare the usual course of business, in or approve, maps, shop drawings, opinions, connection with the distribution or sale of reports, surveys, field orders, change orders or the products. drawings and specifications; or _ (2) This insurance does not apply to any insured z. Supervisory, inspection, architectural or person or organization, from whom you have engineering activities. acquired such products, or any ingredient, part a Permits Issued By State Or Political or container, entering into, accompanying or containing such products. Subdivisions b. Lessors of Equipment Any state or political subdivision, but only with respect to operations performed by you or on your (1) Any person or organization from whom you behalf for which the state or political subdivision lease equipment; but only with respect to their has issued a permit_ liability for "bodily injury", "property damage" or With respect to the insurance afforded these — "personal and advertising injury" caused, in whole or in part, by your maintenance, operation additional insureds, this insurance does not apply or use of equipment leased to you by such to' person or organization. (1) "Bodily injury", "property damage" or "personal (2) With respect to the insurance afforded to these and advertising injury" arising out of operations additional insureds this insurance does not performed far the state or municipality; or apply to any "occurrence" which takes place (2) "Bodily injury" or "property damage" included after the equipment lease expires. within the "products-completed operations hazard". HG 00 01 06 05 Page 11 of 18 f. Any Other Party c. Persons or organizations making claims or bringing Any other person or organization who is not an "suits", insured under Paragraphs a. through e. above, but 2. General Aggregate Limit only with respect to liability for "bodily injury", The General Aggregate Limit is the most we will pay "property damage" or "personal and advertising for the sum of: injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting a. Medical expenses under Coverage C; on your behalf: b. Damages under Coverage A, except damages (1) In the performance of your ongoing operations; because of "bodily injury" or "property damage" included in the "products-completed operations (2) In connection with your premises owned by or hazard"; and rented to you; or c. Damages under Coverage B. (3) In connection with "your work" and included within the "products-corn pieted operations 3. Products-Completed Operations Aggregate Limit hazard", but only if The Products-Completed Operations Aggregate Limit (a) The written contract or agreement requires is the most we will pay under Coverage A for damages you to provide such coverage to such because of "bodily injury" and "property damage" additional insured; and included in the "products-completed operations hazard". (b) This Coverage Part provides coverage for "bodily injury" or"property damage" included 4. Personal and Advertising injury Limit within the "products-completed operations Subject to 2. above, the Personal and Advertising hazard". Injury Limit is the most we will pay under Coverage B With respect to the insurance afforded to these for the sum of all damages because of all "personal additional insureds, this insurance does not apply and advertising injury" sustained by any one person or to: organization. "Bodily injury", "property damage" or "personal and S. Each Occurrence Limit advertising injury" arising out of the rendering of, or Subject to 2. or 3. above, whichever applies, the Each the failure to render, any professional architectural, Occurrence Limit is the most we will pay for the sum engineering or surveying services, including: of: (1) The preparing, approving, or failing to prepare a. Damages under Coverage A; and or approve, maps, shop drawings, opinions, b. Medical expenses under Coverage C reports, surveys, field orders, change orders or drawings and specifications; or because of all "bodily injury" and "property damage" arising out of any one "occurrence". (2) Supervisory, inspection, architectural or 6. Damage To Premises Rented To You Limit engineering activities. Subject to S. above, the Damage To Premises Rented The limits of insurance that apply to additional insureds To You Limit is the most we will pay under Coverage A under this provision is described in Section III -- Limits for damages because of"property damage"to any one Of Insurance. premises, while rented to you, or in the case of Flow this insurance applies when other insurance is damage by fire, lightning or explosion, while rented to available to the additional insured is described in the you or temporarily occupied by you with permission of Other Insurance Condition in Section IV— Commercial the owner. General Liability Conditions. In the case of damage by fire, lightning or explosion, No person or organization is an insured with respect to the the Damage to Premises Rented To You Limit applies conduct of any current or past partnership, joint venture or to all damage proximately caused by the same event, limited liability company that is not shown as a Named whether such damage results from fire, lightning or Insured in the Declarations. explosion or any combination of these. SECTION III—LIMITS OF INSURANCE 7. Medical Expense Limit 1. The Most We will Pay Subject to 3. above, the Medical Expense Limit is the The Limits of Insurance shown in the Declarations and most we will pay under Coverage C for all medical the rules below fix the most we will pay regardless of expenses because of "bodily injury" sustained by any the number of: one person. a. Insureds; 8. How Limits Apply To Additional Insureds b. Claims made or"suits" brought; or If you have agreed in a written contract or written agreement that another person or organization be Page 12 of 18 HG 00 01 06 05 added as an additional insured on your policy, the (3) Cooperate with us in the investigation or most we will pay on behalf of such additional insured is settlement of the claim or defense against the the lesser of: "suit"; and a. The limits of insurance specified in the written (4) Assist us, upon our request, in the enforcement of contract or written agreement; or any right against any person or organization which b. The Limits of Insurance shown in the Declarations. may be liable to the insured because of injury or Such amount shall be a part of and not in addition to damage to which this insurance may also apply. Limits of Insurance shown in the Declarations and d. Obligations At The Insureds Own Cost described in this Section. No insured will, except at that insured's own cost, The Limits of Insurance of this Coverage Part apply voluntarily make a payment, assume any separately to each consecutive annual period and to any obligation, or incur any expense, other than for first remaining period of less than 12 months, starting with the aid, without our consent. Ln beginning of the policy period shown in the Declarations, e. Additional Insureds Other Insurance o unless the policy period is extended after issuance for an If we cover a claim or "suit" under this Coverage additional period of less than 12 months. In that case, the Part that may also be covered by other insurance additional period will be deemed part of the last preceding available to an additional insured, such additional period for purposes of determining the Limits of Insurance. insured must submit such claim or "suit" to the Lnn SECTION IV — COMMERCIAL GENERAL LIABILITY other insurer for defense and indemnity. CONDITIONS However, this provision does not apply to the a1. Bankruptcy extent that you have agreed in a written contract or cv Bankruptcy or insolvency of the insured or of the written agreement that this insurance is primary N insured's estate will not relieve us of our obligations and non-contributory with the additional insured's o under this Coverage Part. own insurance. 2. Duties In The Event Of Occurrence, Offense, Claim f. Knowledge Of An Occurrence, Offense, Claim Or Suit Or Suit a. Notice Of Occurrence Or Offense Paragraphs a. and b. apply to you or to any additional insured only when such 'occurrence', You or any additional insured must see to it that we offense, claim or"suit"is known to: are notified as soon as practicable of an "occurrence" or an offense which may result in a (1) You or any additional insured that is an claim_To the extent possible, notice should include: individual; (1) How, when and where the "occurrence" or (2) Any partner, if you or an additional insured is a _ offense took place; partnership; _ (2) The names and addresses of any injured (3) Any manager, if you or an additional insured is a persons and witnesses; and limited liability company; (3) The nature and location of any injury or damage (a) Any "executive officer" or insurance manager, if arising out of the"occurrence" or offense. you or an additional insured is a corporation; b. Notice Of Claim (5) Any trustee, if you or an additional insured is a if a claim is made or "suit" is brought against any mist; or insured, you or any additional insured must: (6) Any elected or appointed official, if you or an _ (1) Immediately record the specifics of the claim or additional insured is a political subdivision or public entity. "suit" and the date received; and This duty applies separately to you and any additional (2) Notify us as soon as practicable. insured. You or any additional insured must see to it that we 3. Legal Action Against Us receive written notice of the claim or "suit" as soon _ as practicable. No person or organization has a right under this c. Assistance And Cooperation Of The Insured Coverage Part: a. To join us as a party or otherwise bring us into a You and any other involved insured must: "suit" asking for damages from an insured; or (1) Immediately send us copies of any demands, b. To sue us on this Coverage Part unless all of its notices, summonses or legal papers received in terms have been fully complied with, connection with the claim or"suit"; A person or organization may sue us to recover on an (2) Authorize us to obtain records and other agreed settlement or on a final judgment against an information; insured; but we will not be liable for damages that are not payable under the terms of this Coverage Fart or HG 00 01 06 05 Page 13 of 18 that are in excess of the applicable limit of insurance. (7) When You Add Others As An Additional An agreed settlement means a settlement and release Insured To This Insurance of liability signed by us, the insured and the claimant or Any other insurance available to an additional the claimant's legal representative. insured. 4. Other Insurance However, the following provisions apply to other It other valid and collectible insurance is available to insurance available to any person or the insured for a loss we cover under Coverages A or organization who is an additional insured under B of this Coverage Part, our obligations are limited as this coverage part. follows: (a) Primary Insurance When Required By a. Primary Insurance Contract This insurance is primary except when b. below This insurance is primary if you have agreed applies. if other insurance is also primary, we will in a written contract or written agreement share with all that other insurance by the method that this insurance be primary. if other described in c. below. insurance is also primary, we will share with b. Excess Insurance all that other insurance by the method This insurance is excess over any of the other described in c, below_ insurance, whether primary, excess, contingent or (b) Primary And Non-Contributory To Other on any other basis: Insurance When Required By Contract (1) Your Work If you have agreed in a written contract, That is Fire, Extended Coverage, Builder's Risk, written agreement, or permit that this Installation Risk or similar coverage for "your insurance is primary and non-contributory work", with the additional insureds own insurance, this insurance is primary and we will not (2) Premises Rented To You seek contribution from that other insurance. That is fire, lightning or explosion insurance for Paragraphs (a) and (b) do not apply to other premises rented to you or temporarily occupied insurance to which the additional insured has by you with permission of the owner; been added as an additional insured. (3) Tenant Liability When this insurance is excess, we will have no That is insurance purchased by you to cover duty under Coverages A or B to defend the insured your liability as a tenant for "property damage" against any "suit" if any other insurer has a duty to to premises rented to you or' temporarily defend the insured against that "suit". If no other occupied by you with permission of the owner; insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all (4) Aircraft, Auto Or Watercraft those other insurers_ If the loss arises out of the maintenance or use When this insurance is excess over other of aircraft, "autos" or watercraft to the extent not insurance, we will pay only our share of the amount subject to Exclusion g. of Section I — Coverage of the loss, if any,that exceeds the sum of: A— Bodily Injury And Property Damage Liability; (1) The total amount that all such other insurance (5) Property Damage to Borrowed Equipment Or would pay for the less in the absence of this Use Of Elevators insurance; and If the loss arises out of "property damage" to (2) The total of all deductible and self-insured borrowed equipment or the use of elevators to amounts under all that other insurance. the extent not subject to Exclusion j, of Section - Coverage A - Bodily Injury And Property We will share the remaining loss, if any, with any Damage Liability; other insurance that is not described in this Excess Insurance provision and was not bought specifically {6) When You Are Added As An Additional to apply in excess of the Limits of Insurance shown Insured To Other Insurance in the Declarations of this Coverage Part. Any other insurance available to you covering c. Method Of Sharing liability for damages arising out of the premises or operations, or products and completed If all of the other insurance permits contribution by operations, for which you have been added as equal shares, we will follow this method also. Under an additional insured by that insurance: or this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. Page 14 of 18 HG 00 01 06 05 If any of the other insurance does not permit insured will bring "suit" or transfer those rights to us contribution by equal shares, we will contribute by and help us enforce them. limits. Under this method, each insurer's share is b. Waiver Of Rights Of Recovery (Waiver Of based on the ratio of its applicable limit of Subrogation) insurance to the total applicable limits of insurance of all insurers_ If the insured has waived any rights of recovery 5. Premium Audit against any person or organization for all or part of any payment, including Supplementary Payments, a. We will compute all premiums for this Coverage we have made under this Coverage Part, we also Part in accordance with our rules and rates. waive that right, provided the insured waived their b. Premium shown in this Coverage Part as advance rights of recovery against such person or premium is a deposit premium only. At the close of organization in a contract, agreement or permit that each audit period we will compute the earned was executed prior to the injury or damage. Ln premium for that period and send notice to the first 9. When We Do Not Renew Named Insured. The due date for audit and If we decide not to renew this Coverage Part, we will retrospective premiums is the date shown as the mail or deliver to the first Named Insured shown in the due date on the bill. If the sum of the advance and Declarations written notice of the nonrenewal not less audit premiums paid for the policy period is greater than 30 days before the expiration date. C) than the earned premium, we will return the excess Ln to the first Named Insured. If notice is mailed, proof of mailing will be sufficient rn c. The first Named Insured must keep records of the Proof of notice. information we need for premium computation, and SECTION V— DEFINITIONS send us copies at such times as we may request. 1. "Advertisement" means the widespread public c:. 6. Representations dissemination of information or images that has the C. purpose of inducing the sale of goods, products or Ln a. When You Accept This Policy services through: By accepting this policy, Y ou agree: a. (1) Radio; (1) The statements in the Declarations are accurate (2) Television; and complete; (2) Those statements are based upon {3} Billboard; representations you made to us; and (4) Magazine; (3) We have issued this policy in reliance upon your (5) Newspaper; or representations, b. Any other publication that is given widespread b. Unintentional Failure To Disclose Hazards public distribution. If unintentionally you should fail to disclose all However, "advertisement"does not include: hazards relating to the conduct of your business a. The design, printed material, information or images that exist at the inception date of this Coverage contained in, on or upon the packaging or labeling Part, we shall not deny coverage under this of any goods or products; or _ Coverage Part because of such failure. b. An interactive conversation between or among 7. Separation Of Insureds persons through a computer network. Except with respect to the Limits of Insurance, and any 2. "Advertising idea" means any idea for an rights or duties specifically assigned in this Coverage "advertisement". Part to the first Named Insured, this insurance applies: 3. "Asbestos hazard" means an exposure or threat of _ a. As if each Named Insured were the only Named exposure to the actual or alleged properties of Insured; and asbestos and includes the mere presence of asbestos b. Separately to each insured against whom claim is in any form. _ made or"suit" is thought. 4. "Auto" means a land motor vehicle,trailer or semitrailer 8. Transfer Of Rights Of Recovery Against Others To designed for travel an public roads, including any Us attached machinery or equipment. But "auto" does not include"mobile equipment". a. Transfer of Rights Of Recovery 5. "Bodily injury" means physical: If the insured has rights to recover all or part of any payment, including Supplementary Payments, we a. Injury; have made under this Coverage Part, those rights b. Sickness; or are transferred to us. The insured must do nothing c. Disease after loss to impair them. At our request, the sustained by a person and, if arising out of the above, mental anguish or death at any time_ HG 00 01 06 05 Page 15 of 18 6. "Coverage territory" means: rented to you or temporarily occupied by you with a. The United States of America (including its territories permission of the owner is subject to the Damage and possessions), Puerto Rico and Canada; to Premises Rented To You Limit described in ; b. International waters or airspace, but only if the Section tll—Limits of Insurance injury or damage occurs in the course of travel or b. A sidetrack agreement; transportation between any places included in a. c. Any easement or license agreement, including an above; or easement or license agreement in connection with c. All other parts of the world if the injury or damage construction or demolition operations on or within arises out of: 50 feet of a railroad; (1) Goods or products made or sold by you in the d. An obligation, as required by ordinance, to territory described in a. above; indemnify a municipality: except in connection with work for a municipality; (2) The activities of a person whose home is in the territory described in a. above, but is away for a e. An elevator maintenance agreement; short time on your business; or f. That part of any other contract or agreement (3) "Personal and advertising injury" offenses that pertaining to your business (including an take place through the Internet or similar indemnification of a municipality in connection with electronic means of communication work performed for a municipality) under which you assume the tort liability of another party to pay for provided the insured's responsibility to pay damages is "bodily injury" or "property damage" to a third determined in the United States of America (including its person or organization, provided the "bodily injury" territories and possessions), Puerto Rico or Canada, in a "suit" on the merits according to the substantive law in or property damage" is caused, in whole or in part, by you or by those acting on your behalf. Tort such territory or in a settlement we agree to. liability means a liability that would be imposed by 7. "Employee" includes a "leased worker". "Employee" law in the absence of any contract or agreement. does not include a "temporary worker". Paragraph f. includes shat part of any contract or a. "Employment-Related Practices" means: agreement that indemnifies a railroad for "bodily a. Refusal to employ a person; injury" or "property damage" arising out of construction or demolition operations, within 50 feet b. Termination of a person's employment; or of any railroad property and affecting any railroad c. Employment-related practices, policies, acts or bridge or trestle, ti'acks, road-beds, tunnel, omissions, such as coercion, demotion, evaluation, underpass or crossing. reassignment, discipline, defamation, harassment, However, Paragraph f. does not include that part of humiliation or discrimination directed at a person. any contract or agreement: 9. "Executive officer" means a person holding any of the (1) That indemnifies an architect, engineer or officer positions created by your charter, constitution, surveyor for injury or damage arising out of: by-laws or any other similar governing document. 10."Hostile fire" means one which becomes uncontrollable (a) Preparing, approving, or failing to prepare or or breaks out from where it was intended to be. approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders 11."Impaired property" means tangible property, other or drawings and specifications; or than "your product" or"your work", that cannot be used (b) Giving directions or instructions, or failing to or is less useful because: give them, if tha': is the primary cause of the a. It incorporates "your product" or"your work" that is injury or damage; or known or thought to be defective, deficient, (2) Under which the insured, if an architect, engineer inadequate or dangerous; or or surveyor, assumes liability for an injury or b. You have failed to fulfill the terms of a contract or damage arising out of the insured's rendering or agreement; failure to render professional services, including if such property can be restored to use by: those listed in (1) above and supervisory, a. The repair, replacement, adjustment or removal of inspection,architectural or engineering activities. "your product" or"your work"; or 13."Leased worker" means a person leased to you by a labor leasing b. Your fulfilling the terms of the contract or agreement. firm under an agreement between you and the labor leasing firm, to perform duties related to 12."Insured contract" means: the conduct of your business. "Leased worker" does a. A contract for a lease of premises. However, that not include a "temporary worker". portion of the contract for a lease of premises that 14."Loading or unloading"means the handling of property: indemnifies any person or organization for damage a, After it is moved from the place where it is accepted by fire, lightning or explosion to premises while for movement into or onto an aircraft, watercraft or "auto"; Page 16 of 18 HG 00 01 06 05 b. While it is in or on an aircraft, watercraft or "auto"; 16-"Occurrence" means an accident, including continuous or or repeated exposure to substantially the same general c. While it is being moved from an aircraft, watercraft harmful conditions. or"auto"to the place where it is finally delivered; 17."Personal and advertising injury" means injury, but "loading or unloading" does not include the including consequential "bodily injury", arising out of movement of property by means of a mechanical one or more of the following offenses: device, other than a hand truck, that is not attached to a. False arrest, detention or imprisonment; the aircraft, watercraft or"auto". b. Malicious prosecution; 13."Mobile equipment" means any of the following types c. The wrongful eviction from, wrongful entry into, or of land vehicles, including any attached machinery or invasion of the right of private occupancy of a room, equipment: dwelling or premises that a person occupies, co a. Bulldozers, farm machinery, forklifts and other committed by or on behalf of its owner, landlord or Ln vehicles designed for use principally off public lessor; C3 roads; d. Oral, written or electronic publication of material b. Vehicles maintained for use solely on or next to that slanders or libels a person or organization or o premises you own or rent; disparages a person's or organization's goods, c. Vehicles that travel on crawler treads; products or services; CD Ln d. Vehicles, whether self-propelled or not, maintained e. Oral, written or electronic publication of material m primanly to provide mobility to permanently that violates person's right of privacy; mounted: f. Copying, in your "advertisement", a person's or N (1) Power cranes, shovels, loaders, diggers or organization's "advertising idea" or style of C) drills; or "advertisement"; Ln (2) Read construction or resurfacing equipment g• Infringement of copyright, slogan, or title of any such as graders, scrapers or rollers; literary or artistic work, in your"advertisement"; or e. Vehicles not described in a., b-, c, or d. above that K. Discrimination or humiliation that results in injury to are not self-propelled and are maintained primarily the feelings or reputation of a natural person. to provide mobility to permanently attached 18."Pollutants" mean any solid, liquid, gaseous or thermal equipment of the following types: irritant or contaminant, including smoke, vapor, soot, _ (1) Air compressors, pumps and generators, fumes, acids, alkalis, chemicals and waste. Waste including spraying, welding, building cleaning, includes materials to be recycled, reconditioned or °— geophysical exploration, lighting and well reclaimed. servicing equipment; or 19."Products-completed operations hazard": (2) Cherry pickers and similar devices used to raise a. Includes all "bodily injury" and "property damage" or lower workers; occurring away from premises you own or rent and f. Vehicles not described in a., b., c. or d. above arising out of"your product" or"your work"except: maintained primarily for purposes other than the (1) Products that are still in your physical transportation of persons or cargo. possession; or However, self-propelled vehicles with the following (2) Work that has not yet been completed or types of permanently attached equipment are not abandoned However, "your work" will be "mobile equipment" but will be considered "autos": deemed completed at the earliest of the (1) Equipment, of at least 1,000 pounds gross following times: vehicle weight, designed primarily for: (a) When all of the work called for in your (a) now removal; contract has been completed. (b) Road maintenance, but not construction or (b) When all of the work to be done at the job resurfacing; or site has been completed if your contract (c) Street cleaning; calls for work at more than one job site. (2) Cherry pickers and similar devices mounted on (c) When that part of the work done at a job site has been put to its intended use by any automobile or truck chassis and used to raise or person or organization other than another lower workers; and contractor or subcontractor working on the (3) Air compressors, pumps and generators, same project. including spraying, welding, building cleaning, Work that may need service, maintenance, geophysical exploration, lighting and well correction, repair or replacement, but which is servicing equipment. otherwise complete, will be treated as completed, HG 00 01 06 05 Page 17 of 18 b. Does not include "bodily injury" or "property 22."Temporary worker" means a person who is damage" arising out of: furnished to you to substitute for a permanent (1) The transportation of property, unless the "employee" on leave or to meet seasonal or short- injury or damage arises out of a condition in or term workload conditions on a vehicle not owned or operated by you, 23."Volunteer worker" means a person who and that condition was created by the "loading a. Is not your"employee'; or unloading" of that vehicle by any insured; b. Donates his or her work; (2) The existence of tools, uninstalled equipment or abandoned or unused materials; or c. Acts at the direction of and within the scope of duties determined by,V ou- and (3) Products or operations for which the classification, listed in the Declarations or in a d. Is not paid a fee, salary or other compensation by policy schedule, states that products- you or anyone else for their work performed for completed operations are subject to the you, General Aggregate Limit. 24."Your product": 20."Property damage" means: a. Means: a. Physical injury to tangible property, including all (1) Any goods or products, other than real resulting loss of use of that property. All such loss property, manufactured, sold, handled, of use shalLbe deemed to occur at the time of the distributed or disposed of by: physical injury that caused it; or (a) You; b. Loss of use of tangible property that is not (b) Others trading under your name; or physically injured. All such loss of use shall be deemed to occur at the time of the "occurrence" {c) A person or organization whose business or assets you have acquired; and that caused it. As used in this definition, computerized or (2) Containers (other than vehicles), materials, electronically stored data, programs or software are parts or equipment furnished in connection not tangible property. Electronic data means with such goods or products. information,facts or programs: b_ Includes a. Stored as or on, (1) Warranties or representations made at any b. Created or used on; or time with respect to the fitness, quality, durability, performance or use of "your c. Transmitted to or from; product", and computer software, including systems and (2) The providing of or failure to provide warnings applications software, hard or floppy disks, CD- or instructions. ROMS, tapes, drives, cells, data processing devices C. Does not include vending machines or other or any other media which are used with electronically property rented to or located for the use of others controlled equipment. but not sold. 21."Suit" means a civil proceeding in which damages because of "bodily injury", "property damage" or 25."Your work": "personal and advertising injury" to which this a. Means: insurance applies are alleged. "Suit"includes: (1) Work or operations performed by you or on a. An arbitration proceeding in which such damages your behalf; and are claimed and to which the insured must submit (2) Materials, parts or equipment furnished in or does submit with our consent; or connection with such work or operations. b. Any other alternative dispute resolution b. Includes proceeding in which such damages are claimed (1) Warranties or representations made at any and to which the insured submits with our time with respect to the fitness, quality, consent. durability, performance or use of "your work", and (2) The providing of or failure to provide warnings or instructions. Page 18 of 18 HG 00 01 06 05 AMENDMENT NO. 1 TO AGREEMENT FOR GENERAL CONSULTING SERVICES THIS AMENDMENT NO. 1 to the Agreement dated February 22, 2012 is made this day of �N , 2014, by and between the CITY OF DELRAY BEACH, FLORIDA (the "City") and KIMLEY-HORN AND ASSOCIATES, INC. (the "Consultant"). WITNESSETH: WHEREAS, the parties desire to exercise their right to renew the Agreement entered into February 22, 2012 for one year, pursuant to Section VI "Agreement Period," which will extend the contract until February 22, 2015. WHEREAS, the parties desire to further amend the Agreement in order to modify the salary and billing rates for the extension. WHEREAS, the parties desire to amend the Agreement to comport with the recent changes in state law pertaining to public records and to reference the Palm Beach County Inspector General's authority to review contracts. NOW, THEREFORE, based on the promises and covenants herein contained, the parties agree as follows: 1. The recitations referred to above are hereby incorporated herein. 2. The parties desire to repeal Exhibit "B" "Salary and Billing Rates for Kimley-Horn and Associates, Inc., Revised 1-1-2012" that was attached to the Agreement dated February 22, 2012 and replace it with the new "Exhibit B" as attached to this Amendment No. 1. 3. The parties desire to amend the agreement to add Paragraph X "Inspector General" and Paragraph Y "Public Records" to comport with recent changes to county and state law: X. Inspector General: Consultant is aware that the Inspector General of Palm Beach County has the ., authority to investigate and audit matters relatin g t o the negotiation and performance of this contract, and may demand and obtain records and testimony from Consultant and its subcontractors and lower tier subcontractors. Consultant understands and agrees that in addition to all other remedies and consequences provided by law, the failure of Consultant or its subcontractor or lower tier subcontractors to fully cooperate with the „Inspector General when requested may be deemed by the City to be a„material breach of this Agreement justifying its termination. Y. Public Records: _Consultant shall comply with all public records laws in accordance with Chapter 119, Fla. Stat. In accordance with state law, Consultant agrees to: a Keep and _maintain_ all records that ordinarily and necessarily would be reg uired by the Cit . b Provide the public with access to public records on the same terms and conditions that the City would provide for the records and at a cost that does not exceed the costs_provided_in Chapter 119, Fla. Stat. or as otherwise provided by law. c)_ Ensure that public records that are exempt or confidential and exempt from public records disclosure are not disclosed except as authorized by law. d) Meet all requirements for retaining public records and transfer, at no cost, to the Cty all records in possession of the Consultant at the termination of the contract and destroy any public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the CitV in a format that is compatible with the information technology systems of the City. All records shall be transferred to the City_prior_to final payment t being made to the Consultant. e) If Consultant does not comply with this section, the City shall enforce the contract provisions in accordance with the contract and may unilaterally cancel this contract in accordance with state law. 2 4. All other terms and conditions of the Agreement of February 22, 2012 not in conflict with this Amendment No. 1 shall remain in full force and effect and are incorporated herein. IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 the day and year first above written. ATTEST: CITY OF DE AY B , FLORIDA By: By; City Clerk MAYOR r Approved as. to legal sufficiency and form: By: ;ICity Attorney WITNESSES: KIMLEY-HORN AND ASSOCIATES, INC. By_ ri Name: Print qame. STATE OF FLORIDA COUNTY OF PALM BEACH The foregoing instrument was acknowledged before me this P day of 2014, byw �. He/She.-is personally known to me or-bas produced .N. (type of identification) as identification. I i c — Stqkt&iqLf VjRrida Notary Public-State of Fforida r My Comm.Expires May 13,2017 3 @o pilot ' Commission#FF 017774 City of Defray Beach General Engineering Consulting Services Exhibit B Salary and Billing Rates for Kimley-Horn and Associates, Inc. Revised For Feb.2014 Extension Employee Category Hourly Raw Salary Hourly Raw Salary Rate Rates Times 3.00 Multiplier Senior Princi al $78.00 $234.00 Principal $64.82 $195.00 Senior Professional $57.65 $173.00 Professional $43.13 $130.00 Analyst $32.24 $97.00 Technician/Sr. CAD $29.46 $89.00 Technician/Sr. Field Rep. $37.91 $114.00 Support Staff $22.$8 $69.00 K.NBCD_Roadwayl_Marketirg\Delray City CW012 CS5CantractlDelray_kabor_ratas increase—Exhibit B_20131014-ds City of Delray Beach General Engineering Consulting Services AGREEMENT FOR GENERAL CONSULTING SERVICES THIS AGREEMENT, made and entered into this day of 20� , by and between the CITY of Delray Beach, Florida, hereinafter referred to as "CITY", and ey-Horn and Associates, hereinafter referred to as "CONSULTANT". Inc. WITNESSETH: WHEREAS, the CITY has provided notice of the desired professional services and carried out the proper selection process pursuant to and in accordance with the Consultant's Competitive Negotiation Act; and, WHEREAS,the CITY represents that it is a Florida municipal corporation with the authority to engage the CONSULTANT and accept the obligation for payment for the services desired; and, WHEREAS, the CITY desires to engage the CONSULTANT to perform certain professional services pertinent to such work in accordance with this AGREEMENT and with SERVICE AUTHORIZATIONS to be issued at the time of or subsequent to execution of this AGREEMENT; and WHEREAS, this AGREEMENT does not entitle the CONSULTANT to any fees for any particular project without first receiving a Service Authorization;and WHEREAS;the CONSULTANT desires to provide such professional services in accordance with this AGREEMENT and SERVICE AUTHORIZATIONS. NOW, THEREFORE, in consideration of the premises and the mutual benefits which will accrue to the parties hereto in carrying out the terms of this AGREEMENT, it is mutually understood and agreed as follows: I. DEFINITIONS; GENERAL CONDITIONS A. THE SCOPE OF WORK is to be implemented in phases as set forth by this Agreement and by SERVICE AUTHORIZATIONS, which are attached hereto ana made a part hereof, and as also may be added as approved by the City from time to time. B. A SERVICE AUTHORIZATION is a form to be used to authorize work; projects, and services. The form shall be executed by the CITY'S and CONSULTANT'S representatives. A CITY purchase order number shall be identified on the form. The purchase order authorization is established in the CITY Code of Ordinances with provisions for expenditure levels of approval authorizations. A sample form of the service authorization is attached as Exhibit "A" to this AGREEMENT. The projects, work, and services to be performed by the CONSULTANT, and time for completion of the particular phase of the work by CONSULTANT, shall be authorized by a SERVICE AUTHORIZATION. The SERVICE AUTHORIZATION shall include the scope of work to be performed; the budget cost, complete with an itemization, of man-hours, wage rates, reimbursable expenses, and other related costs; schedule for completion and name of project manager. The SERVICE AUTHORIZATION shall be signed by the CITY and the CONSULTANT'S authorized representative. A CITY purchase order shall be issued with Page l of 30 City of Delray Beach General Engineering Consulting Services authorization identifying funds and amount of expenditures. The terms of this AGREEMENT supersede the terms stated on the purchase order. C. PHASES: A phased approach may be utilized. The City and the Consultant shall have the right to negotiate the terms of each phase as contained within each service authorization, and to reject any service authorization, if the parties cannot agree to the terms of the service authorization. In the event the parties cannot agree, the city may select the next ranked proposer or go out for additional proposals in order to complete the subsequent phase(s) of the project. This phased approach shall not waive the City's right to terminate the Consultant's contract during any phase of the project. II. GENERAL DUTIES OF CONSULTANT A. The relationship of the CONSULTANT to the CITY will be that of a professional CONSULTANT, and the CONSULTANT will provide the professional and technical services required under this AGREEMENT in accordance with acceptable professional practices and ethical standards. No employer/employee relationships shall be deemed to be established and the CONSULTANT, its agents, subcontractors, and employees shall be independent contractors at all times. S. Professional and Technical Services. It shall be the responsibility of the CONSULTANT to work with the CITY and apprise it of solutions to problems and the approach or technique to be used towards accomplish- ment of the CITY'S objectives as set forth in SERVICE AUTHORIZATIONS, which will be made a part of this AGREEMENT upon execution by both parties. C. The scope of services to be provided shall be covered in detail in SERVICE AUTHORIZATIONS. D. The City has established a budget for each project awarded to CONSULTANT. The CONSULTANT shall be responsible for providing, at no additional cost to the City, new designs, drawings, specifications, reports and other applicable services if the budget for the entire project is exceeded during and up to completion of the design phase of the project; however, nothing contained herein shall require the CONSULTANT to bear additional costs if the additional costs are a result of a change in the scope of services directed by the City. E. The CONSULTANT shall be responsible for the professional quality, technical accuracy, timely completion, compliance with regulations and rules, and the coordination with all appropriate agencies of all designs, drawings, specifications, reports and other services furnished by the CONSULTANT under this AGREEMENT. If the CITY determines there are any errors, omissions or other deficiencies in the CONSULTANT'S designs, drawings, specifications, reports and other services, the CONSULTANT shall, without additional compensation, correct or revise said errors or omissions to the satisfaction of the CITY. F. Approval by the CITY of drawings, designs, specifications, reports and incidental professional services or materials furnished hereunder shall not in any way relieve the CONSULTANT of responsibility for the technical adequacy of its work. The CITY'S review, approval or acceptance of, or payment for, any of the services shall not be construed to operate as a waiver of any rights Page 2 of 30 City of Delray Beach General Engineering Consulting Services under this AGREEMENT or of any cause of action arising out of the performance of this AGREEMENT. G. The CONSULTANT and its subconsultants shall have no responsibility for the discovery, presence, handling or removal or disposal of or exposure of persons to hazardous materials in any form existing prior to construction at the project site, including but not limited to asbestos, asbestos products, polychlorinated biphenyl (PCB) or any other toxic substances. H. The CONSULTANT designates , as its representative to act as liaison with the CITY. The representative shall manage and coordinate CITY projects and is hereby authorized to act on behalf of the CONSULTANT to negotiate and approve SERVICE AUTHORIZATIONS and act on any other related matter with respect to performance of services for the CITY in accordance with the AGREEMENT. Any change to name another person shall be requested in writing to the CITY, and shall be approved by the City. I. CONSULTANT shall attend all meetings, as specified or as defined in each SERVICE AUTHORIZATION of the City Commission or any City approval Board, where the project is discussed, unless the City's representative declares such attendance and participation is not necessary. In addition, the CONSULTANT shall attend all additional meetings as may be required to facilitate the project. II. DUTIES OF CONSULTANT: The following Duties of CONSULTANT are separated into phases of the project, which if approved via SERVICE AUTHORIZATIONS shall be performed by the CONSULTANT. The City may require SERVICE AUTHORIZATIONS, which contain additional requirements applicable to the project. The City must authorize through service authorizations,the commencement of each phase of the work. A. Phase I--- Study and Report Phase. If the Study and Report Phase is authorized,the following requirements shall apply. 1. The CONSULTANT shall consult with the CITY to clarify and define the CITY'S requirements for the Project and review available data. 2. The CONSULTANT shall advise the CITY as to the necessity of the CITY'S providing or obtaining from others, data or services. 3. The CONSULTANT shall identify and analyze permit and approval requirements of all governmental authorities having jurisdiction to approve either the design of the Project and participate in consultations with such authorities. 4. The CONSULTANT shall provide analyses of the CITY'S needs, planning surveys, site evaluations and comparative studies of prospective sites and solutions. 5. The CONSULTANT shall provide a general economic analysis of Owner's requirements applicable to various alternatives. Page 3 of 30 City of Delray Beach General Engineering Consulting Services 6. The CONSULTANT shall prepare a Report containing schematic layouts, sketches and conceptual design criteria with appropriate exhibits to indicate clearly the considerations involved (including applicable requirements of governmental authorities having jurisdiction as aforesaid) and the alternative solutions available to the CITY and setting forth CONSULTANT'S findings and recommendations. This Report will be accompanied by CONSULTANT'S pre-design estimate of probable costs for the Project, including, but not limited to the following, which will be separately itemized: Construction Cost, allowance for engineering costs and contingencies allowances for such other items, such as charges of all other professionals and consultants, for the cost of land and rights-of-way, for compensation for or damages to properties, and for permit, review and/or approval fees by other governmental agencies, if required. The CONSULTANT shall also provide a preliminary evaluation of the City's Project Schedule. The City's Project Schedule and probable construction costs shall be evaluated and updated throughout subsequent phases of the work. 7. The CONSULTANT shall furnish the number of copies of the Study and Report documents as provided in the SERVICE AUTHORIZATION and review them with the CITY. B. Phase II--W Preliminary Design Phase. If the Preliminary Design Phase is authorized, the following requirements will apply: 1. The CONSULTANT, in consultation with the CITY shall determine the general scope, extent and character of the Project. 2. Prepare Preliminary Design documents consisting of final design criteria, preliminary drawings, outline specifications and written descriptions of the Project. 3. Advise the CITY if additional data or services are necessary and assist the CITY in obtaining such data and services. 4. Furnish the specified number of copies of the above Preliminary Design documents as contained within the SERVICE AUTHORIZATION and present and review them with the CITY. 5. The CONSULTANT shall submit to the CITY a preliminary estimate of construction costs based on current area, volume or other unit costs, which shall be updated throughout he design development phase. 6. The CONSULTANT shall prepare a development schedule, which shall include, but shall not be limited to, the review and approval times by all governmental agencies as may be required. 7. The CONSULTANT shall make available all design calculations and associated Data, and participate in meetings in which Value Engineering Analysis of the project takes place, at such times and places as shall be determined by the CITY. C. Phase III. Final Design Phase. If the Final Design Phase is authorized,the following requirements shall apply: Page 4 of 30 City of Delray Beach General Engineering Consulting Services 1. The CONSULTANT shall prepare construction documents which shall include but not be limited to drawings and technical specifications, general and supplementary conditions, bid forms, invitations to bid, instructions to bidders, with technical criteria, descriptions and design data necessary for permitting by governmental authorities, and shall include any further adjustments in the scope or quality of the project or in the construction budget authorized by the City. 2. The CONSULTANT shall, in the preparation of construction documents, technical criteria, written descriptions and design data, take into account all currently prevailing codes and regulations governing construction in the City of Delray Beach, Florida, and shall meet the requirements of all other agencies or governmental authorities having jurisdiction over the proj ect. 3. The CONSULTANT shall prepare a detailed opinion of probable cost in accordance with paragraph I.C, which shall be reviewed by the CITY prior to going out for bids. 4. The CONSULTANT shall provide the required documents and attend meetings as necessary, for the approval of governmental boards, agencies or authorities having jurisdiction over the project. 5. The CONSULTANT shall use bid documents provided by the CITY including bidding forms, conditions of the contract, and form of AGREEMENT between the CITY and CONTRACTOR. 6. The CONSULTANT shall prepare all documents including design and plan revisions required for the approval of governmental authorities having jurisdiction over the project. Said approvals are required prior to the public notice for the Invitation to Bid and submission of applications,therefore are the responsibility of the CONSULTANT. 7. The CONSULTANT shall provide the CITY the number of copies of contract documents as specified in the service authorization. D. Phase N Bidding/Negotiation Phase. If the bidding phase is authorized, the following requirements shall apply: 1. The CONSULTANT shall assist the CITY in obtaining the bids or negotiated proposals, assist in awarding and preparing contracts for construction, attend pre-bid conferences, prepare addenda, provide written recommendation of award, assist in the compilation/preparation of contract documents, and after the award assist the CITY in securing the required bonds and certificates of insurance, and in the review of the contract documents for completeness. 2. The CONSULTANT shall attend the bid opening, prepare bid tabulation sheets and assist the CITY in evaluating Bids or proposals and in assembling and awarding contracts for construction, materials, equipment and services. 3. The CONSULTANT shall issue addenda as appropriate to interpret, clarify or expand the Bidding Documents. 4. The CONSULTANT shall consult with and advise the CITY as to the acceptability of subcontractors, suppliers and other persons and organizations proposed by the prime contractor(s) (herein called CONTRACTOR(S) for those portions of the work as to which such acceptability is required by the Bidding Documents. Page 5 of 30 City of Delray Beacb General Engineering Consulting Services 5. Consult with the CITY concerning and determine the acceptability of substitute materials and equipment prior to the award of contracts is allowed by the Bidding Documents. E. Phase V Construction Phase. If Contract Administration is authorized, the following requirements shall apply: I. The CONSULTANT shall provide administration of the contract for construction as set forth herein and as contained within the general conditions of the contract for construction. 2. The CONSULTANT shall be a representative of and shall advise and consult with the CITY during construction and until final payment to the contractor is due. The CONSULTANT shall have authority to act on behalf of the CITY only to the extent provided in this AGREEMENT and as provided in the contract for construction unless otherwise modified by written instrument. 3. The CONSULTANT shall visit the site at regular intervals appropriate to the stage of construction or as otherwise agreed to by the CITY and the CONSULTANT, in writing, to become generally familiar with the progress and quality of the work completed and shall determine in general if the work is being performed in a manner indicating that the work when completed will be in accordance with the contract documents. The CONSULTANT shall be required to make on-site observations to review the work. The CONSULTANT shall keep the CITY informed of the progress and quality of the work and shall provide certification to the CITY of satisfactory completion of all phases of the work in compliance with the plans, specifications thereto. 4. The CONSULTANT shall not have control over or charge of and shall not be responsible for construction means, methods, techniques, sequences or procedures of construction or for safety precautions and programs in connection with the work, since these are solely the CONTRACTOR'S responsibility under the contract for construction. The CONSULTANT shall make every reasonable effort to ensure that the CONTRACTOR completes the work in accordance with the current approved schedule and carries out the work in accordance with the Contract documents. 5. The CONSULTANT based on observations and evaluations of CONTRACTOR'S applications for payment shall review and certify the amounts due the CONTRACTOR. 6. The CONSULTANT'S certification for payment shall constitute a representation to the CITY, based on the CONSULTANT'S observations at the site as provided herein and on the data comprising the CONTRACTOR'S application for payment, that the work has progressed to the point indicated and that, to the best of the CONSULTANT'S knowledge, information, and belief, the quality and quantity of the work is the accordance with the contract documents. The foregoing representations are subject to an evaluation of the work for conformance with the contract documents upon substantial completion, to results of subsequent tests and inspections, to minor deviations from the contract documents, correctable prior to completion and to specific qualifications expressed by the CONSULTANT. The issuance of the certificate of payment shall further constitute a representation that the CONSULTANT has made observations to review the quality or quantity of the work. 7. The CONSULTANT shall recommend disapproval or rejection of CONTRACTOR'S work to the CITY, which does not conform to the contract documents. The CONSULTANT will have authority to require additional inspection or testing of the work in accordance with the Page 6 of 30 City of Delray Beach General Engineering Consulting Services provisions of the contract documents, whether or not work is fabricated, installed or completed. 8. The CONSULTANT shall review and approve or take other appropriate action upon CONTRACTOR'S submittals, such as shop drawings, product data, and samples for the purpose of checking for conformance with information given and the design concept expressed in the contract documents. The CONSULTANT shall evaluate and determine the acceptability of substitute materials and equipment proposed by CONTRACTORS. 9. The CONSULTANT shall prepare change orders and construction change directives with supporting documentation and data if deemed necessary bye the CONSULTANT, for the CITY'S approval and execution in accordance with the contract documents, and may authorized minor changes in the work not involving an adjustment in the contract time, which is consistent with the intent of the contract documents. 10. The CONSULTANT shall conduct inspections to determine the date or dates of substantial completion and the date of final completion, shall receive and forward to the CITY for the CITY'S review and records, written warranties and related documents required by the contract documents and assembled by the CONTRACTOR and shall issue a final certificate for payment upon compliance with the requirements of the contract documents. 11. The CONSULTANT shall interpret matters concerning performance of the CITY and CONTRACTOR under the requirements of the contract documents on written request of either the CITY or CONTRACTOR. The CONSULTANT'S response to such requests shall be made with reasonable promptness and within any time limits agreed upon. 12. Interpretations of the CONSULTANT shall be consistent with the intent of and reasonably inferable from the contract documents and shall be in writing or in the form of drawings. When making such interpretations, the CONSULTANT shall endeavor to secure faithful performance by both the CITY and the CONTRACTOR. 13. The CITY shall be the final arbiter on matters relating to aesthetics. 14. The CONSULTANT shall render written interpretations within a reasonable time on all internal disputes between the CITY and CONTRACTOR relating to the execution of the progress of the work as provided in the contract documents. 15. The CONSULTANT"S interpretations on internal disputes are not binding on the CITY and CONTRACTOR relating to the execution of the progress of the work as provided in the contract documents. lb. The CONSULTANT shall provide the number of sets of the construction documents to the CONTRACTOR as specified in the SERVICE AUTHORIZATION. 17. Upon completion of construction the CONSULTANT shall provide to the CITY, three sets of record drawings, signed and sealed, plus one set of mylars incorporating as built conditions and other data furnished by contractor(s) to CONSULTANT. 18. In company with the City, the CONSULTANT shall visit the Project to observe any apparent defects In the completed construction, assist the CITY in consultations and discussions with CONTRACTOR(S) concerning correction of such deficiencies, and make recommendations as to replacement or correction of defection work. Page 7 of 30 City of Delray Beach General Engineering Consulting Services F. Phase VI—Resident Project Representative Services Phase If the Resident Project Representative Services Phase is authorized the following requirements shall apply: A. A Resident Project Representative will be assigned to assist CONSULTANT in carrying out his responsibilities to CITY at the site. Resident Project Representative is CONSULTANT'S agent at site, will act as directed by and under the supervision of CONSULTANT, and will confer with CONSULTANT regarding Resident Representative's actions. Resident Representative's dealing in matters pertaining to the on-site work shall in general be with CONSULTANT and CONTRACTOR keeping the CITY advised as necessary. Resident Project Representative's dealings with subcontractors shall only be through or with the full knowledge and approval of CONTRACTOR. Resident Project Representative shall generally communicate with the CITY with the knowledge of and under the direction of CONSULTANT. B. Resident Project Representative shall where applicable: 1. Review the progress schedule, schedule of Shop Drawing submittals and schedule of values prepared by CONTRACTOR and consult with CONSULTANT concerning its general acceptability. 2. Attend meetings with CONTRACTOR, such as preconstruction conferences, progress meetings,job conferences and other project-related meetings, and prepare and circulate copies of minutes thereof. 3. Working principally through CONTRACTOR'S superintendent, assist CONSULTANT in serving as the City's liaison with CONTRACTOR, when CONTRACTOR'S operations affect the CITY'S on- site operations. 4. Assist in obtaining from the CITY additional details or information, when required for proper execution of the Work. 5. Record date of receipt of Shop Drawings and samples. 6. Receive samples, which are Punished at the site by CONTRACTOR, and notify the CONSULTANT of availability of samples for examination. 7. Advise the CONSULTANT and CONTRACTOR of the commencement of any Work requiring a Shop Drawing, if the submittal has not been approved by the CONSULTANT. 8. Conduct on-site observations of the Work in progress to assist the CONSULTANT in determining if the Work is, in general,proceeding in accordance with the Contract Documents. 9. Report to the CONSULTANT whenever Residential Project Representative believes that any Work is unsatisfactory, faulty or defective or does not conform to the Contract Documents; or has been damaged, or does not meet the requirements of any inspection, test or approval required to be made. Advise the CONSULTANT of Work that Resident Project Representative believes should be uncovered for observation, or requires special testing, inspection or approval. Nothing herein shall relieve the CONTRACTOR or the CONSULTANT from the duties imposed by the contract. 10. Verify that tests, equipment and systems startups, and operating and maintenance training are conducted in the presence of appropriate personnel, and that CONTRACTOR maintains adequate records thereof; and observe, record and report to the CONSULTANT appropriate details relative to the test procedures and startups. 11. Accompany visiting inspectors representing public or other agencies having jurisdiction over the Project, record the results of these inspections and report to the CONSULTANT. Page 8 of 30 City of Delray Beach General Engineering Consulting Services 12. Report to CONSULTANT when clarifications and interpretations of the Contract Documents are needed and transmit to CONTRACTOR clarifications and interpretations as issued by the CONSULTANT. 13. Consider and evaluate CONTRACTOR'S suggestions for modifications in Drawings or Specifications and report with Resident Project Representative's recommendations to the CONSULTANT. Transmit to CONTRACTOR decisions as issued by the CONSULTANT. 14. Maintain at the job site orderly files for correspondence, reports of job conferences, Shop Drawings and samples, reproductions of original Contract Documents, including all Work Directive Changes, Addenda, Change Orders, Field Orders, additional Drawings issued subsequent to the execution of the Contract, CONSULTANT'S clarifications and interpretations of the Contract Documents, progress reports, and other Project related documents 15. Keep a diary or log book, recording CONTRACTOR hours on the job site, weather conditions, data relative to questions of Work Directive Changes, Change Orders or changed conditions, list of job site visitors, daily activities, decisions, observations in general, and specific observations in more detail as in the case of observing test procedures; and send copies to the CONSULTANT. 16. Record all names, addresses and telephone numbers of the CONTRACTOR, all subcontractors and major suppliers of material and equipment. 17. Furnish the CONSULTANT periodic reports as required of progress of the Work of the CONTRACTOR'S compliance with the progress schedule and schedule of Shop Drawing and sample submittals. 18. Consult with the CONSULTANT in advance of schedule major tests, inspections or start of important phases of the Work. 19. Draft proposed Change Orders and Work Directive Changes, obtaining backup materials from CONTRACTOR and recommend to the CONSULTANT, Change Orders, Work Directive Changes, and Field Orders. 20. Report immediately to the CONSULTANT and the CITY upon the occurrence of any accident. 21. Review applications for payment with CONTRACTOR for compliance with the established procedure for their submission and forward with recommendations to the CONSULTANT noting particularly the relationship of the payment requested to the schedule of values, Work completed and materials and equipment delivered at the site, but not incorporated in the Work. 22. During the course of the work, verify that certificates, maintenance and operation manuals and other data required to be assembled and furnished by CONTRACTOR are applicable to the items actually installed and in accordance with the Contract Documents, and have this material delivered to the CONSULTANT for review and forwarding to CITY prior to fmal payment for the Work. 23. Before the CONSULTANT issues a Certificate of Substantial Completion, submit to CONTRACTOR a list of observed items requiring completion or correction. 24. Conduct final inspection in the company of the CONSULTANT, the CITY and the CONTRACTOR and prepare a final list of items to be completed or corrected. 25. Observe that all items on final list have been completed or corrected and make recommendations to the CONSULTANT concerning acceptance. Page 9 of 30 City of Delray Beach General Engineering Consulting Services C. The Resident Project Representative shall not: 1. Authorize any deviation from the Contract Documents or substitution of materials or equipment. 2. Exceed limitations of the CONSULTANT'S authority as set forth in the Contract Documents. 3. Undertake any of the responsibilities of CONTRACTOR, subcontractors, or CONTRACTOR'S superintendent. 4. Advise on, issue directions regarding or assume control over any aspect of the means, methods, techniques, sequences or procedures of construction unless such advice or directions are specifically required by the Contract Documents. 5. Advise on, issue directions regarding or assume control over safety precautions and programs in connection with the Work. 6. Accept Shop Drawing or sample submittals, from anyone other than CONTRACTOR. 7. Authorize the CITY to occupy the Project in whole or in part. 8. Participate in specialized field or laboratory tests or inspections conducted by others except as specifically authorized by the CONSULTANT. IV. DATA AND SERVICES TO BE PROVIDED BY THE CITY The CITY shall provide the following: A. Furnish or cause to be furnished such reports, studies, instruments, documents, and other information as the CONSULTANT and CITY mutually deem necessary and which are under control of the CITY. B. Other data and services to be agreed upon in subsequent SERVICE AUTHORIZATIONS. C. Pay for all legal advertisements incidental to obtaining bids or proposals from contractors. D. The CITY Manager or his designee shall act as the CITY'S representative with respect to the work to be performed under this AGREEMENT. The CITY Manager or his designee shall have the authority to the extent authorized by the CITY Charter and Code of Ordinances to exercise the rights and responsibilities of the CITY provided in this contract. Said authority may include but is not limited to: transmit instructions, stop work, receive information, interpret CITY'S policies and decisions with respect to materi- als, equipment, elements, and systems pertinent to the services covered by this AGREEMENT. E. Pay all permit application filing fees. F. Provide access to CITY facilities. Page 10 of 30 City of Delray Beach General Engineering Consulting Services V. TIME OF PERFORMANCE A. The CONSULTANT will begin work promptly after issuance of a Notice to Proceed. B. The CONSULTANT'S services called for under the AGREEMENT shall be completed in accordance with the schedule contained in each SERVICE AUTHORIZATION. If the CONSULTANT'S services are unreasonably delayed by the CITY in excess of 180 days, the time of performance and compensation shall be renegotiated, provided; however, the CONSULTANT as a condition precedent to renegotiations shall notify the City within fifteen(15) calendar days at the end of the delay of CONSULTANT'S proposed additional costs incurred by reason of said delay. VI. AGREEMENT PERIOD The agreement shall be for two (2) years with the right to renew for three (3) one (1) year extensions. Each one year renewal will be at the City's discretion. However, the agreement shall extend until all Service Authorizations are completed. Each Service Authorization shall delineate a time for completion of the services to be rendered VII. COMPENSATION A. The CITY will compensate the CONSULTANT for the services performed on each SERVICE AUTHORIZATION in accordance with a negotiated lump sum, or a not to exceed budgeted amount based on time charges which are based upon hourly rates, plus reimbursable expenses if compensation is based on Method II and other related costs as are specified in the SERVICE AUTHORIZATION. 1. METHOD 1 - LUMP SUM Lump Sum Amount. Wherever possible, the scope of services for Services, Projects or Programs shall be thoroughly defined and outlined prior to its authorization. The CITY and CONSULTANT shall mutually agree to a lump sum amount for services to be rendered and a detailed scope of services. Should the CITY deem that a change in the scope of services is appropriate, then a decrease or increase in compensation shall be authorized in writing. In lump sum contracts, the CONSULTANT shall submit the estimated man-hours, wage rates and other actual unit costs supporting the compensation. The CONSULTANT shall submit a truth in negotiation certificate stating that all data supporting the compensation is accurate, complete and current at the time of contracting. Hourly rates included in the estimated man-hours shall not exceed established hourly rates as shown in Exhibit B attached hereto, plus reimbursable expenses and other related costs. Page 11 of 30 City of Delray Beach General Engineering Consulting Services 2. METHOD II- TIMES CHARGES/NOT TO EXCEED BUDGETED AMOUNT Computation of Time Charges/Not to Exceed Amount. When a service is to be compensated for on a time charge/not to exceed basis, the CONSULTANT will submit a not to exceed budget cost to the CITY for prior approval based on actual time charges which shall not exceed established hourly rates as shown in Exhibit B attached hereto, plus reimbursable expenses and other related costs. The CITY shall not be obligated to reimburse the CONSULTANT for costs incurred in excess of the not to exceed cost amount. a. The CITY agrees to pay the CONSULTANT compensation for services rendered based upon the established raw hourly salary rates as shown in Exhibit B for services rendered on CITY projects multiplied by an overhead factor not to exceed 3.0, which includes profit not to exceed ten percent (10%) and may be subject to audit. The Schedule of hourly rates as set forth in Exhibit B will not be adjusted during the initial two (2) year agreement. The rates in Exhibit B may be considered for adjusted after the initial two (2) year agreement; however the adjustment may not exceed more than five percent (5%) within any twelve (12) month period and will require written agreement of both parties. A newly revised Exhibit B must be submitted for approval. b. In addition, the CITY shall pay for reimbursable expenses invoiced at the actual cost of expenditures incurred by the CONSULTANT if provided in the SERVICE AUTHORIZATION as follows: (1) Actual expense of transportation and lodging in accordance with CITY policy in effect at the time of travel when traveling in connection with each SERVICE AUTHORIZATION, express courier charges, and permit fees paid for securing approval of authorities having jurisdiction over the project. (2) Actual expense of reproductions, of Drawings and Specifications including duplicate sets of the completion of each SERVICE AUTHORIZATION for the CITY'S review and approval. (3) Actual expenses of testing, laboratory services, and field equipment. (4) Actual expense of overtime work requiring higher than regular rates, when authorized by the CITY. (5) Actual expense of Auto Travel at the established CITY rate per mile for travel outside Palm Beach County. B. Subcontractual service shall be invoiced at the actual fees paid by the CONSULTANT, plus an additional ten percent (10%) of the cost of these services to compensate CONSULTANT, for the Page 12 of 30 City of Delray Beach Genera]Engineering Consulting Services procuring and management of the sub-consultant, and for the other financial and administrative costs. Subcontractual services shall be approved by the CITY in writing prior to performance of the Subcontractual work. C. Total Compensation (including, but not limited to compensation for sub-consultants) for all services and expenses shall not exceed the budget cost listed upon each SERVICE AUTHORIZATION, without written approval. D. If the CITY determines that any price for services, however calculated provided by the CONSULTANT, including profit, negotiated in connection with this AGREEMENT or any cost reimbursable under this AGREEMENT was increased by any significant sums because the CONSULTANT or any subcontractor furnished incomplete or inaccurate costs or pricing data, then such price or cost or profit shall be reduced accordingly and the SERVICE AUTHORIZATION shall be reduced accordingly and the SERVICE AUTHORIZATION shall be modified in writing to reflect such reduction. VIII.PAYMENT The CITY agrees that it will use its best effort to pay the CONSULTANT within thirty (30) calendar days from presentation of the CONSULTANT'S itemized report and invoice and approval of the CITY'S representative, unless additional time for processing is required for payments for basic services, subcontractual services, and reimbursable expenses as defined in Section VII. The CONSULTANT shall submit monthly invoices, as required in the SERVICE AUTHORIZATION, which shall include a report of work completed during the respective invoice period. Invoices shall be in a format consistent with that shown in Exhibit C. The report shall be adequate in detail to describe work progress (% complete for each task) and written summaries of work completed. No payment request shall exceed the value of work and services performed by the CONSULTANT under the SERVICE AUTHORIZATION. IX. MISCELLANEOUS PROVISIONS A. Ownership Documents: All reproducible mylar drawings and CADD disks in a format compatible with CITY'S Computer system shall be given to the CITY. Details, design calculations, and all other documents and plans that result from the CONSULTANT'S SERVICES under this AGREEMENT shall become and remain the property of the CITY, including copyright rights, whether the project is completed or not, and will be delivered to the CITY upon demand. CONSULTANT reserves the right to retain a copy of all such documents for record purposes. Where such documents are required to be filed with governmental agencies, the CONSULTANT will furnish copies to the CITY upon request. The contract work is represented by hard copy documentation; software, is provided to the CITY for convenience only. B. Copies of Documents: The CONSULTANT shall prepare sufficient copies of all documents necessary to obtain approval through the City's processes, as well as other governmental authorities.. The CITY acknowledges that the materials cited in Paragraph IX A. and other data provided in connection Page 13 of 30 City of Delray Beach General Engineering Consulting Services with this Agreement which are provided by the CONSULTANT are not intended for use in connection with any project other than the project for which such materials are prepared. Any use by the CITY of such materials in connection with a project other than that for which such materials were prepared without prior written consent and adaptation by the CONSULTANT shall be at the CITY'S sole risk, and the CONSULTANT shall have no responsibility or liability therefore. C. Insurance: Without limiting any of the other obligations or liabilities of the CONSULTANT, the CONSULTANT shall, at his own expense, provide and maintain in force, until all of its services to be performed under this AGREEMENT have been completed and accepted by the CITY (or for such duration as it otherwise specified hereinafter),the following insurance coverages: 1. Worker's Compensation Insurance to apply to all of the CONSULTANT'S employees in compliance with the "Worker's Compensation Law" of the State of Florida and all applicable Federal Laws. A.Employer's Liability with limits of$100,000 per person, $500,000 per occurrence and $100,000 per each disease. 2. Comprehensive General Liability with minimum limits of one million dollars ($1,000,000.00) per occurrence combined single limit for Bodily Injury Liability and Property Damage Liability. Coverage must be afforded on a form no more restrictive than the latest edition of the Comprehensive General Liability policy, without restrictive endorsements other than ISO Endorsement GL 2106 (Engineers, Architects, or Surveyors Professional Liability exclusion), as Filed by the Insurance Services Office and must include: a. Premises and/or Operations b. Independent Contractors c. Products and Completed Operations - CONSULTANTS shall maintain in force until at least three years after completion of all services required under this AGREEMENT, coverage for Products and Completed Operations, including Broad Form Property Damage. d. Broad Form Property Damage e. Contractual Coverage applicable to this specific AGREEMENT. f Personal Injury Coverage with minimum limits of coverage equal to those required for Bodily Injury Liability. 3. Business Automobile Liability with minimum limits of three hundred thousand dollars ($300,000.00) per occurrence combined single limit for Bodily Injury Liability and Property Damage Liability. Coverage must be afforded on a form no more restrictive than the latest edition of the Business Automobile Liability policy, without restrictive endorsements, as filed by the Insurance Services Office and must include: Page 14 of 30 City of Delray Beach General Engineering Consulting Services a. Owned Vehicles b. Hired and Non-Owned Vehicles c. Employers'Non-Ownership 4. Professional Liability Insurance with minimum limits per occurrence applicable to CITY projects as follows: Construction.Cost Ran4e Limit a. 0 - 99,000 250,000 b. 100,000 -299,000 500,000 c. 300,000 -499,000 750,000 d. 500,000 -Above 1,000,000 Coverage shall be afforded on a form acceptable to the CITY. CONSULTANT shall maintain such professional liability insurance until at least one year after a Certificate of Occupancy is issued. CONSULTANT shall insure that sub-consultants used for any portion of the project, maintain adequate levels of Professional Liability Insurance. 5. Prior to commencement of services, the CONSULTANT shall provide to the CITY Certificates of Insurance evidencing the .insurance coverage specified in the foregoing Paragraphs Cl, C2, C3, C4. All policies covered within subparagraphs Cl, C2, C3, C4, shall be endorsed to provide the CITY with thirty (30) days notice of cancellation and/or restriction. The CITY shall be named as an additional insured as to CONSULTANT'S liability on policies referenced in subparagraphs C2. The required Certificates of Insurance shall not only name the types of policies provided, but also shall refer specifi- cally to this AGREEMENT and section and to the above paragraphs in accordance with which insurance is being furnished, and shall state that such insurance is as required by such paragraphs of this AGREEMENT. The CONSULTANT shall also make available to the CITY a certified copy of the professional liability insurance policy required by paragraph 4 above for the City's review. Upon request, the CONSULTANT shall provide copies of all other insurance policies. 6. If the initial insurance policies required by this AGREEMENT expire prior to the completion of the services, renewal Certificates of Insurance of policies shall be furnished thirty (3 0) days prior to the date of their expiration. For Notice of Cancellation and/or Restriction; the policies must be endorsed to provide the CITY with thirty (30) days notice of cancellation anal/or restriction. 7. The CONSULTANT'S insurance, including that applicable to the CITY as an Additional Insured, shall apply on a primary basis. D. Litigation Services: It is understood and agreed that CONSULTANT'S services include reasonable participation in litigation or dispute resolution arising from this AGREEMENT. CONSULTANTS participation shall include up to 30 hours of services related to litigation or dispute resolution. Any such services in excess of 30 hours shall be an extra service. Page 15 of 30 City of Delray Beach General Engineering Consulting Services E. Authority. toContract: The CITY represents that it is a Florida Municipal Corporation with the authority to engage the CONSULTANT for professional services described in the SERVICE AUTHORIZATIONS and to accept the obligation for payment for the services described in the SERVICE AUTHOR- IZATIONS. F. Assignment: The CITY and the CONSULTANT each binds itself and its successors, legal representatives, and assigns to the other party to this AGREEMENT and to the partners, successors, legal representatives, and assigns of such other party, in respect to all covenants of this AGREEMENT subject to budget considerations and requirements of law; and, neither the CITY nor the CONSULTANT will assign or transfer their interest in this AGREEMENT without the written consent of the other. G. Confidential Information: During all times that the CONSULTANT is employed on behalf of the CITY and at all times subsequent to the date of this contract, all discussions between the CITY and the CONSULTANT and all information developed or work products produced by the CONSULTANT during its employment and all matters relevant to the business of the CITY not otherwise being a matter of public record shall be deemed to be confidential. All such information and work product shall be protected by the CONSULTANT and shall not be revealed to other persons without the express written permission of the CITY, unless mandated by order of the court. H. Non-Exclusive Contract: The CITY reserves the right to award projects to other firms pursuant to the Florida Statutes Consultant's Competitive Negotiations Act during the period of service of the CONSULTANT. The CONSULTANT agrees to cooperate with the CITY and other firms in accomplishing work that may require joint efforts to accomplish the CITY'S goals. This cooperation, when requested by the CITY,will include but not be limited to: 1. Sharing technical information developed under contract with the CITY. 2. Joint meetings for project coordination. 3. Establish lines of communication. I. Subconsultants: In the event the CONSULTANT, during the course of the work under this AGREEMENT requires the services of any subcontractors or other professional associates in connection with Page 16 of 30 City of Delray Beach General Engineering Consulting Services services covered by this AGREEMENT, CONSULTANT must secure the prior written approval of the CITY. J. Notices: Whenever either party desires to give notice unto the other, it must be given by written notice, sent by registered United States mail, with return receipt requested, addressed to the party for whom it is intended at the place last written, as the place for giving of notice in compliance with the provisions of this paragraph. For the present, the parties designate the following as the respective places of giving of notice to wit: CITY of Delrgy Beach CITY MANAGER City of Delray Beach, Florida 100 NW 1 st Avenue Delray Beach, Florida 33449 CONSULTANT Marwan Mufleh 1690 S Congress Ave, Suite 100 Delray Beach, FL 33445 K. Attachments: Request for Qualifications is hereby incorporated within and made an integral part of this AGREEMENT. L. Truth-In-Nevotiation Certificate: Signature of this AGREEMENT by CONSULTANT shall act as the execution of a truth in negotiation certificate stating that wage rates and other factual unit costs supporting the compensation of this AGREEMENT are accurate, complete, and current. The original contract price and any additions thereto shall be adjusted to exclude any significant sums by which the CITY determines the contract price was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit costs. M. Records: Page 17 of 30 City of Delray Beach General Engineering Consulting Services Records of all expenses relative to each SERVICE AUTHORIZATION shall be kept on a generally recognized accounting basis and shall be available to the CITY or its authorized representative at mutually convenient times. N. Personnel: The CONSULTANT represents that it has or will secure, at its own expense, qualified personnel required in performing the services under this AGREEMENT. All work shall be performed under the direction of a professional, registered under the State of Florida in the field for which he is responsible for performing such services. The project manager shall be approved by the CITY under each SERVICE AUTHORIZATION. Key project personnel will be identified for each project and expected to perform the work assignment as can reasonably be expected. O. Equal OppojWqi Employment: CONSULTANT agrees that it will not discriminate against any employee or applicant for employment for work under this Agreement because of race, color, religion, sex, age or national origin. Such action shall include, but not be limited to the following: employment, upgrading, demotion or transfer; recruitment advertising; lay-off or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The CONSULTANT agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth this non-discrimination clause. This provision applies to all CONSULTANT'S subcontractors and it is the responsibility of CONSULTANT to ensure subcontractor's compliance. P. Prohibition Against Contingent Fees: The CONSULTANT warrants that he has not employed or retained any company or person, other than a bona fide employee working solely for the CONSULTANT, to solicit or secure this AGREEMENT, and that he has not paid or agreed to pay any persons, company, corporation, individual or firm, other than a bona fide employee working solely for the CONSULTANT any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award or making of this AGREEMENT. Q. Termination: This AGREEMENT may be terminated by either parry by seven (7) calendar days prior written notice, in the event of substantial failure to perform in accordance with the terms hereof by the other party through no fault of the terminating party. The CITY shall have the right to terminate this AGREEMENT for convenience at any time by thirty (30) calendar days written notice to the consultant. In the event the project described in any SERVICE AUTHORIZATION, or the services of the CONSULTANT called for under any SERVICE AUTHORIZATION, is or are suspended, canceled, or abandoned by the CITY, the CONSULTANT shall be given five days prior written notice of such action and shall be compensated for the professional services provided and reimbursable expenses incurred up to the date of suspension, cancellation or abandonment. The CONSULTANT agrees to provide all documents to the CITY (specifically those referenced in paragraph IX.A. Further, prior to the CONSULTANT'S destruction of any of the above referenced documents, the CITY shall be notified and allowed a reasonable period to Page 18 of 30 City of Delray Beach Genera[Engineering Consulting Services gain access to and make copies of any such documents. Upon any termination of this AGREEMENT, the CONSULTANT agrees that it shall use its best efforts to work harmoniously with any successor who enters an AGREEMENT to provide services for the CITY in order to provide for a smooth transition period. R. Indemnification: In consideration of ten dollars ($10.00) and other valuable consideration, the CONSULTANT will at all times indemnify, save and hold harmless and defend the CITY, its officers, agents (the term agents shall not include the contractor(s), any subcontractors, any materialmen or others who have been retained by the City or Contractor, or materialmen to supply goods or services to the project) and employees, from and against all liability, any claim, demand, damage, loss, expense or cause of action and costs (including attorney's fees at trial or appellate levels) arising out of error, omission, or negligent act of CONSULTANT, its agents, servants or employees in the performance of services under this agreement. The CONSULTANT further agrees to indemnify, hold harmless and defend the City,its officers, agents and employees from and against any claim, demand or cause of action arising out of any negligence or misconduct of CONSULTANT for which the City, its agents, servants or employees are alleged to be liable. The indemnification's contained herein shall survive the expiration or earlier termination of this Agreement. Nothing in this AGREEMENT shall be deemed to affect the rights, privileges and immunities of the CITY as set forth in Florida Statutes 768.28. S. Interest of the Consultant: The CONSULTANT covenants that it presently has no interest and shall not acquire any interest, direct or indirect, in any Project to which this AGREEMENT pertains or any other interest which would conflict in any manner or degree with the performance of its services hereunder. The CONSULTANT further covenants that in the performance of this AGREEMENT, no person having such interest shall be employed. T. Compliance with Laws: a. The CONSULTANT shall comply with the applicable requirements of State and applicable County laws and all Codes and Ordinances of the CITY OF DELRAY BEACH as amended from time to time, and that exist at the time of building permit issuance. b. For SERVICE AUTHORIZATIONS involving work under Federal or State Grantors or Approving Agencies, the CITY and the CONSULTANT shall review and approve the applicable required provisions or any other supplemental provisions as may be included in each SERVICE AUTHORIZATIONS. Page 19 of 30 City of Delray Beach General Engineering Consulting Services U. Jurisdiction; Venue: The CONSULTANT hereby covenants, consents and yields to the jurisdiction of the State Civil Courts of Palm Beach County, Florida. Any dispute between CONSULTANT and the CITY shall be governed by the laws of Florida with venue in Palm Beach County, V. Internal Dispute Between,Owner and Consultant: The City Manager shall be the final decision maker regarding internal disputes between CITY and CONSULTANT. W. Extent of Agreement: This AGREEMENT represents the entire integrated AGREEMENT between the CITY and the CONSULTANT and supersedes all prior negotiations, representations or AGREEMENTS, written or oral. This AGREEMENT does not entitle the CONSULTANT to receive any fee unless first being issued a Service Authorization. This AGREEMENT does not provide that a CONSULTANT is entitled to receive any Service Authorization.. This AGREEMENT may not be amended, changed, modified, or otherwise altered in any way, at any time after the execution hereof, except by approval of the CITY Commission. This AGREEMENT applies only to those projects that are on the CITY'S Capital Improvement Plan (CIP), attached hereto as Exhibit "D". The CITY is not required to issue any Service Authorizations to CONSULTANT for any projects listed on the CIP. Page 20 of 30 City of Delray Beach General Engineering Consulting Services IN WITNESS WHEREOF, the CITY has caused these presents to be executed in its name by its Mayor, ,ind attested and its official Seal to be hereunto affixed by its CITY Clerk, and the CONSULTANT has hereunto set its hand and Seal the day and year first written above. CITY OF DELRAY EAC ORIDA By: MAYOR ATTEST: ,J J City Clerk Approved as to Form.: CITY Attorney CONSULTANT Kimle -Horn and Associates Inc. By: Witness Marwan Mufleh Michael Spruce Title: Vice President Name Printed E � (Seal) Witnes Lynda Ludwig T Name Printed Page 21 of 30 City of Delray Beach General Engineering Consulting Services ACKNOWLEDGEMENT IF CORPORATION State of Florida County of Palm Beach BEFORE ME the foregoing instrument this Lq "� day of �a 20fd� g g � y � ���.;_ � _, was acknowledged by t �� € i�� , , , on behalf of the Corporation and said person executed the same freely and voluntarily for the purpose therein expressed. WITNESS my hand and seal in the County and State aforesaid this Z " day of 2011. z- •"Y p•,�. JEANINE WOLL Wary Public Notary Public-State of Florida •s RA Comm.Ex ' (SEAL) My Commission Expires: >P p+r$$May1t.2{}t3 Commission#DD 689062 r,�'"° Bonded Through National Notary Assn. ACKNOWLEDGEMENT IF AN INDIVIDUAL State of Florida County of Palm Beach I HEREBY CERTIFY that on this date before me, an officer duly authorized in the state and county named above to take acknowledgments, personally appeared known to me to be the person in and who executed the foregoing instrument, and acknowledged before me that he/she executed the same. SWORN TO AND SUBSCRIBED before me this day of , 200 . Notary Public My Commission Expires: Page 22 of 30 City of Delray Beach General Engineering Consulting Services ACKNOWLEDGEMENT IF A PARTNERSHIP State of Florida County of Palm Beach I HEREBY CERTIFY that on this date before me, an officer duly authorized in the state and county named above to take acknowledgments, personally appeared , known to me to be the person in and who executed the foregoing instrument as a partner of , a partnership. He/She acknowledged before that he/she executed the same as the act and deed of said partnership for the uses and purposes therein mentioned. SWORN TO AND SUBSCRIBED before me this day of , 200 . Notary Public My Commission Expires: Page 23 of 30 City of Delray Beach General Engineering Consulting Services EXHIBIT A (SAMPLE) CONSULTING SERVICE AUTHORIZATION DATE: CONSULTANT: SERVICE AUTHORIZATION NO. FOR CONSULTING SERVICES CITY P.O. NO. CITY EXPENSE CODE CITY PROJECT NO. CONSULTANT PROJECT NO. TITLE: This Service Authorization, when executed, shall be incorporated in and shall become an integral part of the "Agreement for General Consulting Engineering Services" Contract. L PROJECT DESCRIPTION II. SCOPE OF SERVICES Phase I— Study and Report Phase Phase II—Preliminary Design Phase Phase III--Final Design Phase Phase IV—Bidding/Negotiating Phase Phase V—Construction Administration Other—Permitting Other—Surveying Other—Geotechnical Other—Field Verification III. TIME OF PERFORMANCE IV. COMPENSATION Engineering Services Estimated Fees Phase I— Study and Report Phase $ Phase 11—Preliminary Design Phase $ Phase III Final Design Phase $ Phase IV—Bidding/Negotiating Phase $ Phase V—Construction Administration $ Other---Permitting $ Other— Surveying $ Other—Geotechnical $ Other—Field Verification $ Out-of-Pocket Expenses $ Total Project Cost $ Notes: Out-of-Pocket Expenses include the following:printing/reproduction/postage. Page 24 of 30 City of Delray Beach General Engineering Consulting Services This service authorization is approved contingent upon the City's acceptance of and satisfaction with the completion of the services rendered in the previous phase or as encompassed by the previous service authorization. If the City in its sole discretion is unsatisfied with the services provided in the previous phase or service authorization, the City may terminate the contract without incurring any further liability. The CONSULTANT may commence work on any service authorization approved by the City to be included as part of the contract without a further notice to proceed. Approved by: CITY OF DELRAY BEACH: CONSULTANT: Date Date By: Mayor (Seal) Witness (Signature) Witness (Printed) Attest: Approved as to Legal Sufficiency City Attorney BEFORE ME,the foregoing instrument, this day of , 201_, was acknowledged by on behalf of the Corporation , and said person executed the same free and voluntarily for the purpose there-in expressed. Witness my hand and seal in the County and State aforesaid this day of , 201 Notary Public State of Florida My Commission Expires: Page 25 of 30 City of Delray Beach General Engineering Consulting Services Exhibit B Salary and Billing Rates for Kimley-Horn and Associates, Inc. Revised 1-1-2012 Employee Category Hourly Raw Salary Hourly Raw Salary Rate Rates Times 3.00 Multiplier Senior Principal $75.00 $225.00 Principal $62.33 $187.00 Senior Professional $55.43 $167.00 Professional $41.47 $125.00 Analyst $31.00 $93.00 Technician/Sr. CAD $28.33 $85.00 Technician/Sr. Field Rep. $36.45 $110.00 Support Staff $22.00 $66.00 Kt\BCD_Roadwayl_Marketing\Delray City CSM12 CS1ContractlDelray_labor_rates—Exhibit B_20120101.xis City of Delray Beach General Engineering Consulting Services EXHIBIT C CONSULTING SERVICES mvoia FORMAT i Sill To, City of Delray Seach Invoice# 434 S.Swinton Ave. Delray Beach,FL 33444 Invoice Date: Service Auth'.# Rernit To; City Purchase:Order# City Project Number: City Project Title., For Professional Services for Period Ending:. Project;Status Summary P.aragraph.(IJescription of Services Provided). Insert Status Summary/Description of Services LABOR _Class Name Rate Hours Amount Principal $0,00 Sr.Engineer Engineer $0.00 Cadd Designer $0,00 Sr.Engineering Teach $0.00 Sr.1.nsl ector. $0.00 Clerical $0,00 Subtotal Labor $0.00 SUBCONSULTANTS (Must attach copies of backup invoices) Amount Insert Name of.Subconsultant $0,00 Insert Name of Subconsultant $0.00: Subtotal Subconsultants $O.60 REIMBURSABLE/OUT.-OF=POCKET EXPENSES (Must attach copies of backup) Amount Postage $0.00 Printing $0,00 Subtotal.Experises moo TOTAL AMOUNT OUIE TM IS INVOICE: $0.00 Page 1 of 3 Page 27 of 30 City of Delray Beach General Engineering Consulting Services EXHIBIT C (page 2) Bill To: City of Delray Beach Inuoice# 434 S.Swinton Ave. DnirayBeach,.Kl. 33444 Invoice Date: Service Auth.4 Remit Tb: City Purchase Order 4. City Project Number: City Project Title: For Professional Services for Period Ending: I i COST SUM IWARY jlvlust match cost breakdown in Service Authorization) Phase or Task Number Phase or Task Description. Amount Phase I or Task l (Insert Description of Phase or Task) Contract Amount Amount Earned This Period Amount Previously Earned $0.00 Amount Remaining $0.00 Phase it or `Cask 2 (Insert Description-of:Phase or flask) Contract Amount $0.06 Amount Earned This Period $0.00 Amount Previously Earned $0.00 Amount Remaining $0.00 Phase III or Task 3 (Insert Description of Phase or Task) Contract Amount $O.o0 Amount Earned This Period $0.00 Amount Previously Earned $0.00 Amount Remaining $0.00 Phase IV of Task 4 (Insert Description of Phase or Task) Contract Amount $0.00 Amount Earned This Period $.0.04 Amount Previously Earned $0:00 Amount Remaining $0.00 Phase V or Task 5 (Insert Description of Phase or Task) Contract Amount $0.00 Amount Earned This Period $0.00 Amount.Previously Earned $0.00 Amount Remaining $0.00 Page 2 of 3 Page 28 of 30 City of Delray Beach General Engineering Consulting Services EXHIBIT C (page 3) Bill To: City of Delray Beach Invoice 9 434 S.Swinton Ave. Delray:Beach,PL 33444 Invoice late: Service Auth.# Remit To: City Purchase Order# City Project Number: City Project Tftie: For Professional Services for Period Ending: Phase or Task Nu ber. Phase or Task Description Anmunt Phase Vi or Task 5 (Insert Description of Phase or Task) Contract Amount moo Amount Earned This Period Amount Previously Umed Amount Remaining $0,00 Phase VII or Task 7 (insert Description of Phase or Task). Contract Amount $0.ao Amount Earned This Period $0.40 Amount Previously Earned $01,00 Amount Remaining: $0.00 Phase Vlll or Task 8 (Insert Description of Phase or Task) Contract Amount $0;00 Amount Earned This Period $0..00 Amount Previously Earned $0.00 Amount Remaining $0;00 TOTAL CONTRACT COSTS Total Contract Amount $0100 Total Amount Earned This Period $0600 Total Arn'ount Previously Earned $0.00 Total Amount Remaining $0,00 Page 3 of 3 Page 29 of 30 City. of Delray Beach General Engineering Consulting Services THIS PAGE INTENTIONALLY LEFT BLANK Page 30 of 30 �° CERTIFICATE OF LIABILITY INSURANCE DATE THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW, THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING 1NSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER ICOONTACT Jerry Noyola Greyling Insurance Brokerage PHONE (770)552-4225 FAX No:(866)550-4082 450 Northridge Parkway ADDIRESS•jerry-noyola @greyling.com Suite 102 - INSURERS AFFORDING COVERAGE NAIC# Atlanta GA 30350 INSURER National Union Fire Ins Co 19445 INSURED INSURER B;Commerce & Industry Insurance 19410 Kimley-Horn and Associates, Inc. INSURERCNew Hampshire Insurance Company 3841 P.O. Box 33068 INSURERD Llc d's of London 085202 INSURER E Raleigh NC 27636 INSURER F: COVERAGES CERTIFICATE NUMBER:14-15 (Kimley Sharda) REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WTH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, INSR TYPE OF INSURANCE ADDL SUER POLICY EFF POLICY EXP LTR POLICY NUMBER MMIDII YYYY) (MMIDDIYYYYJ LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,00.0 DAMAGE TO RENTED 500,000 X COMMERCIAL GENERAL LIABILTY PREMISES Ee occurrence $ A CLAIMS-MADE FX7 OCCUR 9645227 /1/2014 /1/2015 MED EXP(Any one person) S 25,000 X Contractual Liability -PERSONAL&ADV INJURY S 1,000,000 GENERAL AGGREGATE S 2,000,000 GEN'L AGGREGATE LIMIT APPLES PER: PRODUCTS-COMPIOPAGG $ 2,000,000 POLICY X PRO- JECT. X LOC $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT EaRccident S 1,000,000 A X ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED CA 4982985 /1/2014 /1/2015 BODILY INJURY(Peracddent) $ AUTOS AUTOS N-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS Per accident X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 5,On,000 $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ 5,000,000 DED I X I RETENTIONS 10,00C I pES8430948 /112014 /1/2015 $ C WORKERS COMPENSATION RC 016112556 (AOS) /;/2014 /1/2015 X WCSTATU- OTH- AND EMPLOYERS'LIABILITY y I N LIM ANY PROPEMBOERfPART ERfE ECUTNE� N/A E.L EACH A0CIDENT $ 1,000,000 A (Mandatory in NH) WC 018112557 (CA) /1/2014 /1/2015 EL DISEASE-EA EMPLOYEE S 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L DISEASE-POLICY LIMIT S 1,000,000 D Professional Liability B0879PO70831401 /1/2014 /1/2015 Per Claim $2,000,000 Aggregate $2,000,ODO DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if more space is required) Re: Project #12-057 - 2012 Engineering Consulting Agreement; Marwan Mufleh. The City of Delray Beach is named as an Additional Insured on the above referenced liability policies with the exception of workers compensation & professional liability where rern5ired by written contract. The above referenced liability policies with the exception of professional liability are primary & non-contributory where required by written contract. Should any of the above described policies be cancelled by the issuing insurer before the expiration date thereof, 30 days' written notice (except 10 days for nonpayment of premium) will be provided to the Certificate Holder named below. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Delray Beach ACCORDANCE WITH THE POLICY PROVISIONS. Risk Manager/Insurance Compliance 434 South Swinton Avenue AUTHORIZED REPRESENTATIVE Delray Beach, FIB 33444 David Collings/JERRY ACORD 25(2010/05) ©1988-2010 ACORD CORPORATION. All rights reserved. IUS625 r7mnnsl n1 The eCtnlzn nmmm nnrl Innn mra mnie*^mel mmrkc of ACC)Rn Policy Number: GL 9645227 COMMERCIAL GENERAL LIABILITY CG 20 33 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -- OWNERS, LESSEES OR CONTRACTORS -- AUTOMATIC STATUS WHEN REQUIRED IN CONSTRUCTION AGREEMENT WITH YOU This endorsement modifies insurance provided under the following: COMMERCIAL-GE=NERAL LIABILITY COVERAGE=PART A. Section II — Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured any person or or- additional insureds, the following additional exclu- ganization for whom you are performing operations sions apply: when you and such person or organization have This insurance does not apply to: agreed in writing in a contract or agreement that such person or organization be added as an addi- 1. "Bodily injury" "property damage" or "personal tional insured on your policy. Such person or or- and advertising injury"arising out of the render- ganization is an additional insured only with re- ing of, or the failure to render, any professional spect to liability for "bodily injury", "property architectural, engineering or surveying ser- damage" or "personal and advertising injury" vices, including: caused, in whole or in part, by: a. The preparing, approving, or failing to pre- 1. Your acts or omissions;or pare or approve, maps, shop drawings, opinions, reports, surveys, field orders, 2. The acts or omissions of those acting on your change orders or drawings and specifica- behalf; tons;or in the performance of your ongoing operations for b. Supervisory, inspection, architectural or the additional insured. engineering activitles, A person's or organization's status as an additional 2. "Bodily injury" or "property damage" occurring insured under this endorsement ends when your ages operations for that additional insured are com- pleted. a. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than ser- vice, maintenance or repairs) to be per- formed by or on behalf of the additional in- sureds) at the location of the covered operations has been.completed; or b. That portion of"your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontrac- tor engaged in performing operations for a principal as a part of the same project. CG 20 33 07 04 ©ISO Properties,Inc.,2004 Page 1 of 1 l3 POLICY NUMBER:GL 9645227 COMMERCIAL GENERAL LIABILITY CG 20 37 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Location And Description Of Completed Operations AS REQUIRED BY WRITTEN CONTRACT AS REQUIRED BY WRITTEN CONTRACT Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section 11 - Who Is An Insured is amended to designated and described in the schedule of this include as an additional insured the person(s) or endorsement performed for that additional insured organization(s) shown in the Schedule, but only and included in the "products-completed operations with respect to liability for "bodily injury" or hazard." "property damage" caused, in whole or in part, by "your work" at the location CG 20 37 07 04 0 ISO Properties, Inc.,2004 Page 1 of 1 ❑ AMENDMENT NO. 1 TO AGREEMENT FOR GENERAL CONSULTING SERVICES THIS AMENDMENT NO. 1 to the Agreement dated January 24, 2012 is made this day of 2014, by and between the CITY OF DELRAY BEACH, FLORIDA (the "City") and MATHEWS CONSULTING, INC. (the "Consultant"). WITNESSETH: WHEREAS, the parties desire to exercise their right to renew the Agreement entered into January 24, 2012 for one year, pursuant to Section VI "Agreement Period," which will extend the contract until January 24, 2015. WHEREAS, the parties desire to further amend the Agreement in order to modify the salary and billing rates for the extension. WHEREAS, the parties desire to amend the Agreement to comport with the recent changes in state law pertaining to public records and to reference the Palm Beach County Inspector General's authority to review contracts. NOW, THEREFORE, based on the promises and covenants herein contained, the parties agree as follows: 1. The recitations referred to above are hereby incorporated herein. 2. The parties desire to repeal Exhibit "B" that was attached to the Agreement dated January 24, 2012 and replace it with the new "Exhibit B" as attached to this Amendment No. 1. 3. The parties desire to amend the agreement to add Paragraph X "Inspector General" and Paragraph Y "Public Records" to comport with recent changes to county and state law: X. Inspector General: Consultant is aware that the Inspector General of Palm Beach County has the authority to investigate and audit matters relating to the negotiation and performance of this contract, and may demand and obtain records and testimony from Consultant and its subcontractors and lower tier subcontractors. Consultant understands and agrees that in addition to all other remedies and consequences provided by law, the failure of Consultant or its subcontractor or lower tier subcontractors to fully cooperate with the Inspector General when requested may be deemed by the City to be a material breach of this Agreement justifying its termination. Y. Public Records: Consultant shall comply with all public records laws in accordance with Chapter 119 Fla. Stat. In accordance with state law, Consultant agrees to: a Keep and maintain all records that ordinarily and necessarily would be required by the City. b Provide the public with access to public records on the same terms and conditions that the City would provide for the records and at a cost that does not exceed the costs provided in Chapter 119, Fla. Stat. or as otherwise provided by law. c) Ensure that public records that are exempt or confidential and exempt_from public records disclosure are not disclosed except as authorized by law. d) Meet all requirements for retaining public records and transfer, at no cost, to the City all records in possession of the Consultant at the termination of the contract and destroy any public records that are exempt or confidential and exempt from public records disclosure _requirements. All records stored electronically must be provided to the City ina_format that is compatible with the information technology systems of the City. All records shall be transferred to the City prior to final payment t being made to the Consultant. e) If Consultant does not comply with this section, the City shall enforce the contract provisions in accordance with the contract and may unilaterally cancel this contract in accordance with state law. 2 4. All other terms and conditions of the Agreement of January 24, 2012 not in conflict with this Amendment No. 1 shall remain in full force and effect and are incorporated herein. IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 the day and year first alcove written. ATTEST: CITY OF LRAY BEACH, FLORIDA By: _ By: City Clerk yor Approved as to !egal sufficiency and form: f � / By: City Attorney1 , : i r WITNESSES: MATHEWS N LILTING, INC. By: Print Name: Print Name: A STATE OF FLORIDA COUNTY OF PALM BEACH The foregoing instrument was acknowledged before me this t5 day of 2014, byC� _- /She is pe onally known to me or has produced -(tom as identification. VICTORIA PARSONS NOTARYPUBLIC Nota ublic— to of Florida STATE OF NOTARY FLORIDA Comm#EE884 55 Expires 3117/2017 {� 3 I -q -L V OF DELRAY HEREW . . IT DELRAY REACH All- r�erl �it� October 4, 2013 t 993 s"0 David L. Mathews, P. E, Vice President Mathews Consulting, Inc. 477 S. Rosemary Avenue, Suite 330 West Palm Beach, Florida 33401 REF: RFQ#2012-06-General Engineering Consulting Services 1 st- One Year Renewal Agreement Dear Mr. Mathews; The agreement for the above referenced RFQ expires on January 24, 2014. Per Addendum No.1, dated October 04, 2011 item one (1). Section VI of Agreement is amended to read as follows: "The agreement shall be for two (2) years with the right to renew for three (3) one (1) year extensions. Each one year renewal will be at the City's discretion. However, the agreement shall extend until all Service Authorizations are completed. Each Service Authorization shall delineate a time for completion of the services to be rendered., Please advise if this one (1) year extension of your executed agreement dated January 24, 2012 would be acceptable at the same terms and conditions Please respond by signing below and returning one original copy to my attention, Patsy Nadal, Purchasing Division, City of Delray Beach, 100 N.W. 1st Avenue, Delray Beach, Florida, 33444 or by email: nadal@mydelraybeach.com. Sincerely, f�a sy 4 al, Purchasing Manager here y agree to the one (1) year extension of the subject RFQ 1 1 1 arn unable to provide a one (1) year extension of the subject RFQ G q4k�= ko - 10 - 0 Signature Date Name (print) cc: David Boyd, Finance Director Victor Majtenyi, Interim Director of Environmental Services Randal Krejcarek, City Engineer r5 fti,A N City of Delray Beach General Engineering Consulting Services EXHIBIT B Hourly Raw Hourly Salary Rate Raw Salary Times 3.00 Employer Category Rates Multiplier Professionals—Engineers, Architects, Planners,Economists, Scientists,Hydrologists, Hydrogeologists, Geologists, etc. Principal Engineer..................................$55.471hr........................... 166.40/hr. Project Manager.....................................$53.72/hr............................$161.17/hr. Senior Engineer......................................$48.29Thr............................$144.86/hr. Engineer 11 ............................................ $39.61/hr............................$118.84/hr. Engineer I...............................................$32.19/hr............................$96.561hr. Technicians—Drafters, Graphic Artists, Computer, Surveyors, Cartographics, Construction Inspectors, etc. Senior Engineering Tech........................$38.37/hr............................$115.13Ihr. Senior CARD Designer.........................$33.42/hr............................$100.27/hr. CADD Designer.................................... $29.36/hr. ...........................$88.07/hr. Construction Manager............................$39.41/hr............................$118.22ft, Senior Inspector.....................................$36.60/hr............................$109.79/hr. Inspector.................................................$29.72/hr............................$89.15/hr. Office Support Clerical/Admin.—................................... $23.5311r............................$70.58/hr, Page 26 of 30 City of Delray Beach General Engineering Consulting Services AGREEMENT FOR GENERAL CONSULTING SERVICES THIS AGREEMENT, made and entered into this eday of , 20 Z by and between the CITY of Delray Beach, Florida, hereinafter referred to as "CITY", and Mathews Con_su_lting, Inc. hereinafter referred to as "CONSULTANT". WITNESSETH: WHEREAS, the CITY has provided notice of the desired professional services and carried out the proper selection process pursuant to and in accordance with the Consultant's Competitive Negotiation Act; and, WHEREAS, the CITY represents that it is a Florida municipal corporation with the authority to engage the CONSULTANT and accept the obligation for payment for the services desired; and, WHEREAS, the CITY desires to engage the CONSULTANT to perform certain professional services pertinent to such work in accordance with this AGREEMENT and with SERVICE AUTHORIZATIONS to be issued at the time of or subsequent to execution of this AGREEMENT; and WHEREAS, this AGREEMENT does not entitle the CONSULTANT to any fees for any particular project without first receiving a Service Authorization; and WHEREAS, the CONSULTANT desires to provide such professional services in accordance with this AGREEMENT and SERVICE AUTHORIZATIONS. NOW, THEREFORE, in consideration of the premises and the mutual benefits which will accrue to the parties hereto in carrying out the terms of this AGREEMENT, it is mutually understood and agreed as follows: I. DEFINITIONS; GENERAL CONDITIONS A. THE SCOPE OF WORK is to be implemented in phases as set forth by this Agreement and by SERVICE AUTHORIZATIONS, which are attached hereto and made a part hereof, and as also may be added as approved by the City from time to time. B. A SERVICE AUTHORIZATION is a form to be used to authorize work, projects, and services. The form shall be executed by the CITY'S and CONSULTANT'S representatives. A CITY purchase order number shall be identified on the form. The purchase order authorization is established in the CITY Code of Ordinances with provisions for expenditure levels of approval authorizations. A sample form of the service authorization is attached as Exhibit "A" to this AGREEMENT. The projects, work, and services to be performed by the CONSULTANT, and time for completion of the particular phase of the work by CONSULTANT, shall be authorized by a SERVICE AUTHORIZATION. The SERVICE AUTHORIZATION shall include the scope of work to be performed; the budget cost, complete with an itemization of man-hours, wage rates, reimbursable expenses, and other related costs; schedule for completion and name of project manager. The SERVICE AUTHORIZATION shall be signed by the CITY and the CONSULTANT'S authorized representative. A CITY purchase order shall be issued with Page 1 of 30 City of Delray Beach General Engineering Consulting Services authorization identifying funds and amount of expenditures. The terms of this AGREEMENT supersede the terms stated on the purchase order. C. PHASES. A phased approach may be utilized. The City and the Consultant shall have the right to negotiate the terms of each phase as contained within each service authorization, and to reject any service authorization, if the parties cannot agree to the terms of the service authorization. In the event the parties cannot agree, the city may select the next ranked proposer or go out for additional proposals in order to complete the subsequent phase(s) of the project. This phased approach shall not waive the City's right to terminate the Consultant's contract during any phase of the project. II. GENERAL DUTIES OF CONSULTANT A. The relationship of the CONSULTANT to the CITY will be that of a professional CONSULTANT, and the CONSULTANT will provide the professional and technical services required under this AGREEMENT in accordance with acceptable professional practices and ethical standards. No employer/employee relationships shall be deemed to be established and the CONSULTANT, its agents, subcontractors, and employees shall be independent contractors at all times. B. Professional and Technical Services. It shall be the responsibility of the CONSULTANT to work with the CITY and apprise it of solutions to problems and the approach or technique to be used towards accomplish- merit of the CITY'S objectives as set forth in SERVICE AUTHORIZATIONS, which will be made a part of this AGREEMENT upon execution by both parties. C. The scope of services to be provided shall be covered in detail in SERVICE AUTHORIZATIONS. D. The City has established a budget for each project awarded to CONSULTANT. The CONSULTANT shall be responsible for providing, at no additional cost to the City, new designs, drawings, specifications, reports and other applicable services if the budget for the entire project is exceeded during and up to completion of the design phase of the project; however, nothing contained herein shall require the CONSULTANT to bear additional costs if the additional costs are a result of a change in the scope of services directed by the City. E. The CONSULTANT shall be responsible for the professional quality, technical accuracy, timely completion, compliance with regulations and rules, and the coordination with all appropriate agencies of all designs, drawings, specifications, reports and other services furnished by the CONSULTANT under this AGREEMENT. If the CITY determines there are any errors, omissions or other deficiencies in the CONSULTANT'S designs, drawings, specifications, reports and other services, the CONSULTANT shall, without additional compensation, correct or revise said errors or omissions to the satisfaction of the CITY. F. Approval by the CITY of drawings, designs, specifications, reports and incidental professional services or materials furnished hereunder shall not in any way relieve the CONSULTANT of responsibility for the technical adequacy of its work. The CITY'S review, approval or acceptance of, or payment for, any of the services shall not be construed to operate as a waiver of any rights Page 2 of 30 City of Delray Beach General Engineering Consulting Services under this AGREEMENT or of any cause of action arising out of the performance of this AGREEMENT. G. The CONSULTANT and its subconsultants shall have no responsibility for the discovery,presence, handling or removal or disposal of or exposure of persons to hazardous materials in any form existing prior to construction at the project site, including but not limited to asbestos, asbestos products, polychlorinated biphenyl (PCB) or any other toxic substances. H. The CONSULTANT designates David L. Mathews, P.E. as its representative to act as liaison with the CITY. The representative shall manage and coordinate CITY projects and is hereby authorized to act on behalf of the CONSULTANT to negotiate and approve SERVICE AUTHORIZATIONS and act on any other related matter with respect to performance of services for the CITY in accordance with the AGREEMENT. Any change to name another person shall be requested in writing to the CITY, and shall be approved by the City. L CONSULTANT shall attend all meetings, as specified or as defined in each SERVICE AUTHORIZATION of the City Commission or any City approval Board, where the project is discussed, unless the City's representative declares such attendance and participation is not necessary. In addition, the CONSULTANT shall attend all additional meetings as may be required to facilitate the project. III. DUTIES OF CONSULTANT: The following Duties of CONSULTANT are separated into phases of the project, which if approved via SERVICE AUTHORIZATIONS shall be performed by the CONSULTANT. The City may require SERVICE AUTHORIZATIONS, which contain additional requirements applicable to the project. The City must authorize through service authorizations,the commencement of each phase of the work. A. Phase I—Study and Report Phase. If the Study and Report Phase is authorized, the following requirements shall apply. 1. The CONSULTANT shall consult with the CITY to clarify and define the CITY'S requirements for the Project and review available data. 2. The CONSULTANT shall advise the CITY as to the necessity of the CITY'S providing or obtaining from others, data or services. 3. The CONSULTANT shall identify and analyze permit and approval requirements of all governmental authorities having jurisdiction to approve either the design of the Project and participate in consultations with such authorities. 4. The CONSULTANT shall provide analyses of the CITY'S needs, planning surveys, site evaluations and comparative studies of prospective sites and solutions. 5. The CONSULTANT shall provide a general economic analysis of Owner's requirements applicable to various alternatives. Page 3 of 30 City of Delray Beach General Engineering Consulting Services 6. The CONSULTANT shall prepare a Report containing schematic layouts, sketches and conceptual design criteria with appropriate exhibits to indicate clearly the considerations involved (including applicable requirements of governmental authorities having jurisdiction as aforesaid) and the alternative solutions available to the CITY and setting forth CONSULTANT'S findings and recommendations. This Report will be accompanied by CONSULTANT'S pre-design estimate of probable costs for the Project, including, but not limited to the following, which will be separately itemized: Construction Cost, allowance for engineering costs and contingencies allowances for such other items, such as charges of all other professionals and consultants, for the cost of land and rights-of-way, for compensation for or damages to properties, and for permit, review and/or approval fees by other governmental agencies, if required. The CONSULTANT shall also provide a preliminary evaluation of the City's Project Schedule. The City's Project Schedule and probable construction costs shall be evaluated and updated throughout subsequent phases of the work. 7. The CONSULTANT shall furnish the number of copies of the Study and Report documents as provided in the SERVICE AUTHORIZATION and review them with the CITY. B. Phase II—Preliminary Design Phase. If the Preliminary Design Phase is authorized, the following requirements will apply: 1. The CONSULTANT, in consultation with the CITY shall determine the general scope, extent and character of the Project. 2. Prepare Preliminary Design documents consisting of final design criteria, preliminary drawings, outline specifications and written descriptions of the Project. 3. Advise the CITY if additional data or services are necessary and assist the CITY in obtaining such data and services. 4. Furnish the specified number of copies of the above Preliminary Design documents as contained within the SERVICE AUTHORIZATION and present and review them with the CITY. S. The CONSULTANT shall submit to the CITY a preliminary estimate of construction costs based on current area, volume or other unit costs, which shall be updated throughout he design development phase. 6. The CONSULTANT shall prepare a development schedule, which shall include, but shall not be limited to, the review and approval times by all governmental agencies as may be required. 7. The CONSULTANT shall make available all design calculations and associated Data, and participate in meetings in which Value Engineering Analysis of the project takes place, at such times and places as shall be determined by the CITY. C. Phase IIL Final Design Phase. If the Final Design Phase is authorized, the following requirements shall apply: Page 4 of 30 City of Delray Beach General Engineering Consulting Services 1. The CONSULTANT shall prepare construction documents which shall include but not be limited to drawings and technical specifications, general and supplementary conditions, bid forms, invitations to bid, instructions to bidders, with technical criteria, descriptions and design data necessary for permitting by governmental authorities, and shall include any further adjustments in the scope or quality of the project or in the construction budget authorized by the City. 2. The CONSULTANT shall, in the preparation of construction documents, technical criteria, written descriptions and design data, take into account all currently prevailing codes and regulations governing construction in the City of Delray Beach, Florida, and shall meet the requirements of all other agencies or governmental authorities having jurisdiction over the proj ect. 3. The CONSULTANT shall prepare a detailed opinion of probable cost in accordance with paragraph I.C, which shall be reviewed by the CITY prior to going out for bids. 4. The CONSULTANT shall provide the required documents and attend meetings as necessary, for the approval of governmental boards, agencies or authorities having jurisdiction over the project. 5. The CONSULTANT shall use bid documents provided by the CITY including bidding forms, conditions of the contract, and form of AGREEMENT between the CITY and CONTRACTOR. 6. The CONSULTANT shall prepare all documents including design and plan revisions required for the approval of governmental authorities having jurisdiction over the project. Said approvals are required prior to the public notice for the Invitation to Bid and submission of applications, therefore are the responsibility of the CONSULTANT. 7. The CONSULTANT shall provide the CITY the number of copies of contract documents as specified in the service authorization. D. Phase IV—Bidding/Negotiation Phase. If the bidding phase is authorized, the following requirements shall apply: 1. The CONSULTANT shall assist the CITY in obtaining the bids or negotiated proposals, assist in awarding and preparing contracts for construction, attend pre-bid conferences, prepare addenda, provide written recommendation of award, assist in the compilation/preparation of contract documents, and after the award assist the CITY in securing the required bonds and certificates of insurance, and in the review of the contract documents for completeness. 2. The CONSULTANT shall attend the bid opening, prepare bid tabulation sheets and assist the CITY in evaluating Bids or proposals and in assembling and awarding contracts for construction, materials, equipment and services. 3. The CONSULTANT shall issue addenda as appropriate to interpret, clarify or expand the Bidding Documents. 4. The CONSULTANT shall consult with and advise the CITY as to the acceptability of subcontractors, suppliers and other persons and organizations proposed by the prime contractor(s) (herein called CONTRACTOR(S) for those portions of the work as to which such acceptability is required by the Bidding Documents. Page 5 of 30 City of Delray Beach General Engineering Consulting Services 5. Consult with the CITY concerning and determine the acceptability of substitute materials and equipment prior to the award of contracts is allowed by the Bidding Documents. E. Phase V—Construction Phase. If Contract Administration is authorized, the following requirements shall apply: 1. The CONSULTANT shall provide administration of the contract for construction as set forth herein and as contained within the general conditions of the contract for construction. 2. The CONSULTANT shall be a representative of and shall advise and consult with the CITY during construction and until final payment to the contractor is due. The CONSULTANT shall have authority to act on behalf of the CITY only to the extent provided in this AGREEMENT and as provided in the contract for construction unless otherwise modified by written instrument. 3. The CONSULTANT shall visit the site at regular intervals appropriate to the stage of construction or as otherwise agreed to by the CITY and the CONSULTANT, in writing, to become generally familiar with the progress and quality of the work completed and shall determine in general if the work is being performed in a manner indicating that the work when completed will be in accordance with the contract documents. The CONSULTANT shall be required to make on-site observations to review the work. The CONSULTANT shall keep the CITY informed of the progress and quality of the work and shall provide certification to the CITY of satisfactory completion of all phases of the work in compliance with the plans, specifications thereto. 4. The CONSULTANT shall not have control over or charge of and shall not be responsible for construction means, methods, techniques, sequences or procedures of construction or for safety precautions and programs in connection with the work, since these are solely the CONTRACTOR'S responsibility under the contract for construction. The CONSULTANT shall make every reasonable effort to ensure that the CONTRACTOR completes the work in accordance with the current approved schedule and carries out the work in accordance with the Contract documents. 5. The CONSULTANT based on observations and evaluations of CONTRACTOR'S applications for payment shall review and certify the amounts due the CONTRACTOR. 6. The CONSULTANT'S certification for payment shall constitute a representation to the CITY, based on the CONSULTANT'S observations at the site as provided herein and on the data comprising the CONTRACTOR'S application for payment, that the work has progressed to the point indicated and that, to the best of the CONSULTANT'S knowledge, information, and belief, the quality and quantity of the work is the accordance with the contract documents. The foregoing representations are subject to an evaluation of the work for conformance with the contract documents upon substantial completion, to results of subsequent tests and inspections, to minor deviations from the contract documents, correctable prior to completion and to specific qualifications expressed by the CONSULTANT. The issuance of the certificate of payment shall further constitute a representation that the CONSULTANT has made observations to review the quality or quantity of the work. 7. The CONSULTANT shall recommend disapproval or rejection of CONTRACTOR'S work to the CITY, which does not conform to the contract documents. The CONSULTANT will have Page 6 of 30 City of Delray Beach General Engineering Consulting Services authority to require additional inspection or testing of the work in accordance with the provisions of the contract documents, whether or not work is fabricated, installed or completed. 8. The CONSULTANT shall review and approve or take other appropriate action upon CONTRACTOR'S submittals, such as shop drawings, product data, and samples for the purpose of checking for conformance with information given and the design concept expressed in the contract documents. The CONSULTANT shall evaluate and determine the acceptability of substitute materials and equipment proposed by CONTRACTORS. 9. The CONSULTANT shall prepare change orders and construction change directives with supporting documentation and data if deemed necessary bye the CONSULTANT, for the CITY'S approval and execution in accordance with the contract documents, and may authorized minor changes in the work not involving an adjustment in the contract time, which is consistent with the intent of the contract documents. 10. The CONSULTANT shall conduct inspections to determine the date or dates of substantial completion and the date of final completion, shall receive and forward to the CITY for the CITY'S review and records, written warranties and related documents required by the contract documents and assembled by the CONTRACTOR and shall issue a final certificate for payment upon compliance with the requirements of the contract documents. 11. The CONSULTANT shall interpret matters concerning performance of the CITY and CONTRACTOR under the requirements of the contract documents on written request of either the CITY or CONTRACTOR. The CONSULTANT'S response to such requests shall be made with reasonable promptness and within any time limits agreed upon. 12. Interpretations of the CONSULTANT shall be consistent with the intent of and reasonably inferable from the contract documents and shall be in writing or in the form of drawings. When making such interpretations,the CONSULTANT shall endeavor to secure faithful performance by both the CITY and the CONTRACTOR. 13. The CITY shall be the final arbiter on matters relating to aesthetics. 14. The CONSULTANT shall render written interpretations within a reasonable time on all internal disputes between the CITY and CONTRACTOR relating to the execution of the progress of the work as provided in the contract documents. 15. The CONSULTANT"S interpretations on internal disputes are not binding on the CITY and CONTRACTOR relating to the execution of the progress of the work as provided in the contract documents. 16. The CONSULTANT shall provide the number of sets of the construction documents to the CONTRACTOR as specified in the SERVICE AUTHORIZATION. 17. Upon completion of construction the CONSULTANT shall provide to the CITY, three sets of record drawings, signed and sealed, plus one set of mylars incorporating as built conditions and other data furnished by contractor(s) to CONSULTANT. 18. In company with the City, the CONSULTANT shall visit the Project to observe any apparent defects In the completed construction, assist the CITY in consultations and discussions with CONTRACTOR(S) concerning correction of such deficiencies, and make recommendations as to replacement or correction of defection work. Page 7 of 30 City of Delray Beach General Engineering Consulting Services F. Phase VI----Resident Project Representative Services Phase If the Resident Project Representative Services Phase is authorized the following requirements shall apply: A. A Resident Project Representative will be assigned to assist CONSULTANT in carrying out his responsibilities to CITY at the site. Resident Project Representative is CONSULTANT'S agent at site, will act as directed by and under the supervision of CONSULTANT, and will confer with CONSULTANT regarding Resident Representative's actions. Resident Representative's dealing in matters pertaining to the on-site work shall in general be with CONSULTANT and CONTRACTOR beeping the CITY advised as necessary. Resident Project Representative's dealings with subcontractors shall only be through or with the full knowledge and approval of CONTRACTOR. Resident Project Representative shall generally communicate with the CITY with the knowledge of and under the direction of CONSULTANT. B. Resident Project Representative shall where applicable: 1. Review the progress schedule, schedule of Shop Drawing submittals and schedule of values prepared by CONTRACTOR and consult with CONSULTANT concerning its general acceptability. 2. Attend meetings with CONTRACTOR, such as preconstruction conferences, progress meetings,job conferences and other project-related meetings, and prepare and circulate copies of minutes thereof. 3. Working principally through CONTRACTOR'S superintendent, assist CONSULTANT in serving as the City's liaison with CONTRACTOR, when CONTRACTOR'S operations affect the CITY'S on- site operations. 4. Assist in obtaining from the CITY additional details or information, when required for proper execution of the Work. 5. Record date of receipt of Shop Drawings and samples. 6. Receive samples, which are furnished at the site by CONTRACTOR, and notify the CONSULTANT of availability of samples for examination. 7. Advise the CONSULTANT and CONTRACTOR of the commencement of any Work requiring a Shop Drawing, if the submittal has not been approved by the CONSULTANT. S. Conduct on-site observations of the Work in progress to assist the CONSULTANT in determining if the Work is, in general, proceeding in accordance with the Contract Documents. 9. Report to the CONSULTANT whenever Residential Project Representative believes that any Work is unsatisfactory, faulty or defective or does not conform to the Contract Documents; or has been damaged, or does not meet the requirements of any inspection, test or approval required to be made. Advise the CONSULTANT of Work that Resident Project Representative believes should be uncovered for observation, or requires special testing, inspection or approval. Nothing herein shall relieve the CONTRACTOR or the CONSULTANT from the duties imposed by the contract. 10. Verify that tests, equipment and systems startups, and operating and maintenance training are conducted in the presence of appropriate personnel, and that CONTRACTOR maintains adequate records thereof; and observe, record and report to the CONSULTANT appropriate details relative to the test procedures and startups. 11. Accompany visiting inspectors representing public or other agencies having jurisdiction over the Project, record the results of these inspections and report to the CONSULTANT. Page 8 of 30 City of Delray Beach General Engineering Consulting Services 12. Report to CONSULTANT when clarifications and interpretations of the Contract Documents are needed and transmit to CONTRACTOR clarifications and interpretations as issued by the CONSULTANT. 13. Consider and evaluate CONTRACTOR'S suggestions for modifications in Drawings or Specifications and report with Resident Project Representative's recommendations to the CONSULTANT. Transmit to CONTRACTOR decisions as issued by the CONSULTANT. 14. Maintain at the job site orderly files for correspondence, reports of job conferences, Shop Drawings and samples, reproductions of original Contract Documents, including all Work Directive Changes, Addenda, Change Orders, Field Orders, additional Drawings issued subsequent to the execution of the Contract, CONSULTANT'S clarifications and interpretations of the Contract Documents, progress reports, and other Project related documents 15. Keep a diary or log book, recording CONTRACTOR hours on the job site, weather conditions, data relative to questions of Work Directive Changes, Change Orders or changed conditions, list of job site visitors, daily activities, decisions, observations in general, and specific observations in more detail as in the case of observing test procedures; and send copies to the CONSULTANT. 16. Record all names, addresses and telephone numbers of the CONTRACTOR, all subcontractors and major suppliers of material and equipment. 17. Furnish the CONSULTANT periodic reports as required of progress of the Work of the CONTRACTOR'S compliance with the progress schedule and schedule of Shop Drawing and sample submittals. 18. Consult with the CONSULTANT in advance of schedule major tests, inspections or start of important phases of the Work. 19. Draft proposed Change Orders and Work Directive Changes, obtaining backup materials from CONTRACTOR and recommend to the CONSULTANT, Change Orders, Work Directive Changes, and Field Orders. 20. Report immediately to the CONSULTANT and the CITY upon the occurrence of any accident. 21. Review applications for payment with CONTRACTOR for compliance with the established procedure for their submission and forward with recommendations to the CONSULTANT noting particularly the relationship of the payment requested to the schedule of values, Work completed and materials and equipment delivered at the site, but not incorporated in the Work. 22. During the course of the work, verify that certificates, maintenance and operation manuals and other data required to be assembled and furnished by CONTRACTOR are applicable to the items actually installed and in accordance with the Contract Documents, and have this material delivered to the CONSULTANT for review and forwarding to CITY prior to final payment for the Work. 23. Before the CONSULTANT issues a Certificate of Substantial Completion, submit to CONTRACTOR a list of observed items requiring completion or correction. 24. Conduct final inspection in the company of the CONSULTANT, the CITY and the CONTRACTOR and prepare a final list of items to be completed or corrected. 25. Observe that all items on final list have been completed or corrected and make recommendations to the CONSULTANT concerning acceptance. Page 9 of 30 City of Delray Beach General Engineering Consulting Services C. The Resident Project Representative shall not: 1. Authorize any deviation from the Contract Documents or substitution of materials or equipment. 2. Exceed limitations of the CONSULTANT'S authority as set forth in the Contract Documents. 3. Undertake any of the responsibilities of CONTRACTOR, subcontractors, or CONTRACTOR'S superintendent. 4. Advise on, issue directions regarding or assume control over any aspect of the means, methods, techniques, sequences or procedures of construction unless such advice or directions are specifically required by the Contract Documents. 5. Advise on, issue directions regarding or assume control over safety precautions and programs in connection with the Work. 6. Accept Shop Drawing or sample submittals, from anyone other than CONTRACTOR. 7. Authorize the CITY to occupy the Project in whole or in part. 8. Participate in specialized field or laboratory tests or inspections conducted by others except as specifically authorized by the CONSULTANT. IV. DATA AND SERVICES TO BE PROVIDED BY THE CITY The CITY shall provide the following: A. Furnish or cause to be furnished such reports, studies, instruments, documents, and other information as the CONSULTANT and CITY mutually deem necessary and which are under control of the CITY. B. Other data and services to be agreed upon in subsequent SERVICE AUTHORIZATIONS. C. Pay for all legal advertisements incidental to obtaining bids or proposals from contractors. D. The CITY Manager or his designee shall act as the CITY'S representative with respect to the work to be performed under this AGREEMENT. The CITY Manager or his designee shall have the authority to the extent authorized by the CITY Charter and Code of Ordinances to exercise the rights and responsibilities of the CITY provided in this contract. Said authority may include but is not limited to: transmit instructions, stop work, receive information, interpret CITY'S policies and decisions with respect to materials, equipment, elements, and systems pertinent to the services covered by this AGREEMENT. E. Pay all permit application filing fees. F. Provide access to CITY facilities. Page 10 of 30 City of Defray Beach General Engineering Consulting Services V. TIME OF PERFORMANCE A. The CONSULTANT will begin work promptly after issuance of a Notice to Proceed. B. The CONSULTANT'S services called for under the AGREEMENT shall be completed in accordance with the schedule contained in each SERVICE AUTHORIZATION. If the CONSULTANT'S services are unreasonably delayed by the CITY in excess of 180 days, the time of performance and compensation shall be renegotiated, provided; however, the CONSULTANT as a condition precedent to renegotiations shall notify the City within fifteen(15) calendar days at the end of the delay of CONSULTANT'S proposed additional costs incurred by reason of said delay. VI. AGREEMENT PERIOD The agreement shall be for two (2) years with the right to renew for three (3) one (1) year extensions. Each one year renewal will be at the City's discretion. However, the agreement shall extend until all Service Authorizations are completed. Each Service Authorization shall delineate a time for completion of the services to be rendered VII. COMPENSATION A. The CITY will compensate the CONSULTANT for the services performed on each SERVICE AUTHORIZATION in accordance with a negotiated lump sum, or a not to exceed budgeted amount based on time charges which are based upon hourly rates, plus reimbursable expenses if compensation is based on Method II and other related costs as are specified in the SERVICE AUTHORIZATION. 1. METHOD I - LUMP SUM Lump Sum Amount. Wherever possible, the scope of services for Services, Projects or Programs shall be thoroughly defined and outlined prior to its authorization. The CITY and CONSULTANT shall mutually agree to a lump sum amount for services to be rendered and a detailed scope of services. Should the CITY deem that a change in the scope of services is appropriate, then a decrease or increase in compensation shall be authorized in writing. In lump sum contracts, the CONSULTANT shall submit the estimated man-hours, wage rates and other actual unit costs supporting the compensation. The CONSULTANT shall submit a truth in negotiation certificate stating that all data supporting the compensation is accurate, complete and current at the time of contracting. Hourly rates included in the estimated man-hours shall not exceed established hourly rates as shown in Exhibit B attached hereto, plus reimbursable expenses and other related costs. Page 11 of 30 City of Delray Beach General Engineering Consulting Services 2. METHOD 11- TIMES CHARGES/NOT TO EXCEED BUDGETED AMOUNT Computation of Time Charges/Not to Exceed Amount. When a service is to be compensated for on a time charge/not to exceed basis, the CONSULTANT will submit a not to exceed budget cost to the CITY for prior approval based on actual time charges which shall not exceed established hourly rates as shown in Exhibit B attached hereto, plus reimbursable expenses and other related costs. The CITY shall not be obligated to reimburse the CONSULTANT for costs incurred in excess of the not to exceed cost amount. a. The CITY agrees to pay the CONSULTANT compensation for services rendered based upon the established raw hourly salary rates as shown in Exhibit B for services rendered on CITY projects multiplied by an overhead factor not to exceed 3.0, which includes profit not to exceed ten percent (10%) and may be subject to audit. The Schedule of hourly rates as set forth in Exhibit B will not be adjusted during the initial two (2) year agreement. The rates in Exhibit B may be considered for adjusted after the initial two (2) year agreement; however the adjustment may not exceed more than five percent (5%) within any twelve (12) month period and will require written agreement of both parties. A newly revised Exhibit B must be submitted for approval. b. In addition, the CITY shall pay for reimbursable expenses invoiced at the actual cost of expenditures incurred by the CONSULTANT if provided in the SERVICE AUTHORIZATION as follows: (1) Actual expense of transportation and lodging in accordance with CITY policy in effect at the time of travel when traveling in connection with each SERVICE AUTHORIZATION, express courier charges, and permit fees paid for securing approval of authorities having jurisdiction over the project. (2) Actual expense of reproductions, of Drawings and Specifications including duplicate sets of the completion of each SERVICE AUTHORIZATION for the CITY'S review and approval. (3) Actual expenses of testing, laboratory services, and field equipment. (4) Actual expense of overtime work requiring higher than regular rates, when authorized by the CITY. (5) Actual expense of Auto Travel at the established CITY rate per mile for travel outside Palm Beach County. B. Subcontractual service shall be invoiced at the actual fees paid by the CONSULTANT, plus an additional ten percent (10%) of the cost of these services to compensate CONSULTANT, for the Page 12 of 30 City of Delray Beach General Engineering Consulting Services procuring and management of the sub-consultant, and for the other financial and administrative costs. Subcontractual services shall be approved by the CITY in writing prior to performance of the subcontractual work. C. Total Compensation (including, but not limited to compensation for sub-consultants) for all services and expenses shall not exceed the budget cost listed upon each SERVICE AUTHORIZATION, without written approval. D. If the CITY determines that any price for services, however calculated provided by the CONSULTANT, including profit, negotiated in connection with this AGREEMENT or any cost reimbursable under this AGREEMENT was increased by any significant sums because the CONSULTANT or any subcontractor furnished incomplete or inaccurate costs or pricing data, then such price or cost or profit shall be reduced accordingly and the SERVICE AUTHORIZATION shall be reduced accordingly and the SERVICE AUTHORIZATION shall be modified in writing to reflect such reduction. VIII. PAYMENT The CITY agrees that it will use its best effort to pay the CONSULTANT within thirty (30) calendar days from presentation of the CONSULTANT'S itemized report and invoice and approval of the CITY'S representative, unless additional time for processing is required for payments for basic services, subcontractual services, and reimbursable expenses as defined in Section VII. The CONSULTANT shall submit monthly invoices, as required in the SERVICE AUTHORIZATION, which shall include a report of work completed during the respective invoice period. Invoices shall be in a format consistent with that shown in Exhibit C. The report shall be adequate in detail to describe work progress (% complete for each task) and written summaries of work completed. No payment request shall exceed the value of work and services performed by the CONSULTANT under the SERVICE AUTHORIZATION. IX. MISCELLANEOUS PROVISIONS A. Ownership Documents: All reproducible mylar drawings and CADD disks in a format compatible with CITY'S Computer system shall be given to the CITY. Details, design calculations, and all other documents and plans that result from the CONSULTANT'S SERVICES under this AGREEMENT shall become and remain the property of the CITY, including copyright rights, whether the project is completed or not, and will be delivered to the CITY upon demand. CONSULTANT reserves the right to retain a copy of all such documents for record purposes. Where such documents are required to be filed with governmental agencies, the CONSULTANT will furnish copies to the CITY upon request. The contract work is represented by hard copy documentation; software, is provided to the CITY for convenience only. B. Copies of Documents: The CONSULTANT shall prepare sufficient copies of all documents necessary to obtain approval through the City's processes, as well as other governmental authorities.. The CITY acknowledges that the materials cited in Paragraph IX A. and other data provided in connection Page 13 of 30 City of Delray Beach General Engineering Consulting Services with this Agreement which are provided by the CONSULTANT are not intended for use in connection with any project other than the project for which such materials are prepared. Any use by the CITY of such materials in connection with a project other than that for which such materials were prepared without prior written consent and adaptation by the CONSULTANT shall be at the CITY'S sole risk, and the CONSULTANT shall have no responsibility or liability therefore. C. Insurance: Without limiting any of the other obligations or liabilities of the CONSULTANT, the CONSULTANT shall, at his own expense, provide and maintain in force, until all of its services to be performed under this AGREEMENT have been completed and accepted by the CITY (or for such duration as it otherwise specified hereinafter), the following insurance coverages: 1. Worker's Compensation Insurance to apply to all of the CONSULTANT'S employees in compliance with the "Worker's Compensation Law" of the State of Florida and all applicable Federal Laws. A.Employer's Liability with limits of$100,000 per person, $500,000 per occurrence and $100,000 per each disease. 2. Comprehensive General Liability with minimum limits of one million dollars ($1,000,000.00) per occurrence combined single limit for Bodily Injury Liability and Property Damage Liability. Coverage must be afforded on a form no more restrictive than the latest edition of the Comprehensive General Liability policy, without restrictive endorsements other than ISO Endorsement GL 2106 (Engineers, Architects, or Surveyors Professional Liability exclusion), as Filed by the Insurance Services Office and must include: a. Premises and/or Operations b. Independent Contractors c. Products and Completed Operations - CONSULTANTS shall maintain in force until at least three years after completion of all services required under this AGREEMENT, coverage for Products and Completed Operations, including Broad Form Property Damage. d. Broad Form Property Damage e. Contractual Coverage applicable to this specific AGREEMENT. f. Personal Injury Coverage with minimum limits of coverage equal to those required for Bodily Injury Liability. 3. Business Automobile Liability with minimum limits of three hundred thousand dollars ($300,000.00) per occurrence combined single limit for Bodily Injury Liability and Property Damage Liability. Coverage must be afforded on a form no more restrictive than the latest edition of the Business Automobile Liability policy, without restrictive endorsements, as filed by the Insurance Services Office and must include: Page 14 of 30 City of Delray Beach General Engineering Consulting Services a. Owned Vehicles b. Hired and Non-Owned Vehicles c. Employers'Non-Ownership 4. Professional Liability Insurance with minimum limits per occurrence applicable to CITY projects as follows: Construction Cost Range Limit a. 0 - 99,000 250,000 b. 100,000 - 299,000 500,000 c. 300,000 - 499,000 750,000 d. 500,000 - Above 1,000,000 Coverage shall be afforded on a form acceptable to the CITY. CONSULTANT shall maintain such professional liability insurance until at least one year after a Certificate of Occupancy is issued. CONSULTANT shall insure that sub-consultants used for any portion of the project, maintain adequate levels of Professional Liability Insurance. 5. Prior to commencement of services, the CONSULTANT shall provide to the CITY Certificates of Insurance evidencing the insurance coverage specified in the foregoing Paragraphs Cl, C2, C3, C4. All policies covered within subparagraphs Cl, C2, C3, C4, shall be endorsed to provide the CITY with thirty (30) days notice of cancellation and/or restriction. The CITY shall be named as an additional insured as to CONSULTANT'S liability on policies referenced in subparagraphs C2. The required Certificates of Insurance shall not only name the types of policies provided, but also shall refer specifi- cally to this AGREEMENT and section and to the above paragraphs in accordance with which insurance is being furnished, and shall state that such insurance is as required by such paragraphs of this AGREEMENT. The CONSULTANT shall also make available to the CITY a certified copy of the professional liability insurance policy required by paragraph 4 above for the City's review. Upon request, the CONSULTANT shall provide copies of all other insurance policies. 6. If the initial insurance policies required by this AGREEMENT expire prior to the completion of the services, renewal Certificates of Insurance of policies shall be furnished thirty (30) days prior to the date of their expiration. For Notice of Cancellation and/or Restriction; the policies must be endorsed to provide the CITY with thirty (30) days notice of cancellation and/or restriction. 7. The CONSULTANT'S insurance, including that applicable to the CITY as an Additional Insured, shall apply on a primary basis. D. Litigation Services: It is understood and agreed that CONSULTANT'S services include reasonable participation in litigation or dispute resolution arising from this AGREEMENT. CONSULTANTS participation shall include up to 30 hours of services related to litigation or dispute resolution. Any such services in excess of 30 hours shall be an extra service. Page 15 of 30 City of Delray Beach General Engineering Consulting Services E. Authority to Contract: The CITY represents that it is a Florida Municipal Corporation with the authority to engage the CONSULTANT for professional services described in the SERVICE AUTHORIZATIONS and to accept the obligation for payment for the services described in the SERVICE AUTHOR- IZATIONS. F. Assi nn The CITY and the CONSULTANT each binds itself and its successors, legal representatives, and assigns to the other party to this AGREEMENT and to the partners, successors, legal representatives, and assigns of such other party, in respect to all covenants of this AGREEMENT subject to budget considerations and requirements of law; and, neither the CITY nor the CONSULTANT will assign or transfer their interest in this AGREEMENT without the written consent of the other. G. Confidential Information.: During all times that the CONSULTANT is employed on behalf of the CITY and at all times subsequent to the date of this contract, all discussions between the CITY and the CONSULTANT and all information developed or work products produced by the CONSULTANT during its employment and all matters relevant to the business of the CITY not otherwise being a matter of public record shall be deemed to be confidential. All such information and work product shall be protected by the CONSULTANT and shall not be revealed to other persons without the express written permission of the CITY, unless mandated by order of the court. H. Non-Exclusive Contract: The CITY reserves the right to award projects to other firms pursuant to the Florida Statutes Consultant's Competitive Negotiations Act during the period of service of the CONSULTANT. The CONSULTANT agrees to cooperate with the CITY and other firms in accomplishing work that may require joint efforts to accomplish the CITY'S goals. This cooperation, when requested by the CITY, will include but not be limited to: 1. Sharing technical information developed under contract with the CITY. 2. Joint meetings for project coordination. 3. Establish lines of communication. L Subconsultants: In the event the CONSULTANT, during the course of the work under this AGREEMENT requires the services of any subcontractors or other professional associates in connection with services covered by this AGREEMENT, CONSULTANT must secure the prior written approval of the CITY. Page 16 of 30 City of Delray Beach General Engineering Consulting Services J. Notices: Whenever either party desires to give notice unto the other, it must be given by written notice, sent by registered United States mail, with return receipt requested, addressed to the party for whom it is intended at the place last written, as the place for giving of notice in compliance with the provisions of this paragraph. For the present, the parties designate the following as the respective places of giving of notice to wit: CITY of Delray Beach CITY MANAGER City of Delray Beach, Florida 100 NW 1 st Avenue Delray Beach, Florida 33444 CONSULTANT David L. Mathews, P.E., Vice President Mathews Consulting, Inc. 477 S. Rosemary Avenue, Suite 330 West Palm Beach, Florida 33401 K. Attachments: Request for Qualifications is hereby incorporated within and made an integral part of this AGREEMENT. L. Truth-In-Negotiation Certificate: Signature of this AGREEMENT by CONSULTANT shall act as the execution of a truth in negotiation certificate stating that wage rates and other factual unit costs supporting the compensation of this AGREEMENT are accurate, complete, and current. The original contract price and any additions thereto shall be adjusted to exclude any significant sums by which the CITY determines the contract price was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit costs. M. Records: Records of all expenses relative to each SERVICE AUTHORIZATION shall be kept on a generally recognized accounting basis and shall be available to the CITY or its authorized representative at mutually convenient times. Page 17 of 30 City of Delray Beach General Engineering Consulting Services N. Personnel: The CONSULTANT represents that it has or will secure, at its own expense, qualified personnel required in performing the services under this AGREEMENT. All work shall be performed under the direction of a professional, registered under the State of Florida in the field for which he is responsible for performing such services. The project manager shall be approved by the CITY under each SERVICE AUTHORIZATION. Key project personnel will be identified for each project and expected to perform the work assignment as can reasonably be expected. 0. E uq al Opportunity Employment: CONSULTANT agrees that it will not discriminate against any employee or applicant for employment for work under this Agreement because of race, color, religion, sex, age or national origin. Such action shall include, but not be limited to the following: employment, upgrading, demotion or transfer; recruitment advertising; lay-off or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The CONSULTANT agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth this non-discrimination clause. This provision applies to all CONSULTANT'S subcontractors and it is the responsibility of CONSULTANT to ensure subcontractor's compliance. P. Prohibition Against Contingent Fees: The CONSULTANT warrants that he has not employed or retained any company or person, other than a bona fide employee working solely for the CONSULTANT, to solicit or secure this AGREEMENT, and that he has not paid or agreed to pay any persons, company, corporation, individual or firm, other than a bona fide employee working solely for the CONSULTANT any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award or making of this AGREEMENT. Q. Termination: This AGREEMENT may be terminated by either party by seven (7) calendar days prior written notice, in the event of substantial failure to perform in accordance with the terms hereof by the other party through no fault of the terminating party. The CITY shall have the right to terminate this AGREEMENT for convenience at any time by thirty (30) calendar days written notice to the consultant. In the event the project described in any SERVICE AUTHORIZATION, or the services of the CONSULTANT called for under any SERVICE AUTHORIZATION, is or are suspended, canceled, or abandoned by the CITY, the CONSULTANT shall be given five days prior written notice of such action and shall be compensated for the professional services provided and reimbursable expenses incurred up to the date of suspension, cancellation or abandonment. The CONSULTANT agrees to provide all documents to the CITY (specifically those referenced in paragraph IX.A. Further, prior to the CONSULTANT'S destruction of any of the above referenced documents, the CITY shall be notified and allowed a reasonable period to gain access to and make copies of any such documents. Upon any termination of this AGREEMENT, the CONSULTANT agrees that it shall use its best efforts to work harmoniously with any successor who enters an AGREEMENT to provide services for the CITY in order to provide for a smooth transition period. Page 18 of 30 City of Delray Beach General Engineering Consulting Services R. Indemnification: In consideration of ten dollars ($10.00) and other valuable consideration, the CONSULTANT will at all times indemnify, save and hold harmless and defend the CITY, its officers, agents (the term agents shall not include the contractor(s), any subcontractors, any materialmen or others who have been retained by the City or Contractor, or matearialmen to supply goods or services to the project) and employees, from and against all liability, any claim, demand, damage, loss, expense or cause of action and costs (including attorney's fees at trial or appellate levels) arising out of error, omission, or negligent act of CONSULTANT, its agents, servants or employees in the performance of services under this agreement. The CONSULTANT further agrees to indemnify, hold harmless and defend the City,its officers, agents and employees from and against any claim, demand or cause of action arising out of any negligence or misconduct of CONSULTANT for which the City, its agents, servants or employees are alleged to be liable. The indemnification's contained herein shall survive the expiration or earlier termination of this Agreement. Nothing in this AGREEMENT shall be deemed to affect the rights, privileges and immunities of the CITY as set forth in Florida Statutes 768.28. S. Interest of the Consultant: The CONSULTANT covenants that it presently has no interest and shall not acquire any interest, direct or indirect, in any Project to which this AGREEMENT pertains or any other interest which would conflict in any manner or degree with the performance of its services hereunder. The CONSULTANT further covenants that in the performance of this AGREEMENT, no person having such interest shall be employed. T. Compliance with Laws: a. The CONSULTANT shall comply with the applicable requirements of State and applicable County laws and all Codes and Ordinances of the CITY OF DELRAY BEACH as amended from time to time, and that exist at the time of building permit issuance. b. For SERVICE AUTHORIZATIONS involving work under Federal or State Grantors or Approving Agencies, the CITY and the CONSULTANT shall review and approve the applicable required provisions or any other supplemental provisions as may be included in each SERVICE AUTHORIZATIONS. U. Jurisdiction; Venue: The CONSULTANT hereby covenants, consents and yields to the jurisdiction of the State Civil Courts of Palm Beach County, Florida. Any dispute between CONSULTANT and the CITY shall be governed by the laws of Florida with venue in Palm Beach County. Page 19 of 3 0 City of Delray Beach General Engineering Consulting Services V. Internal Dispute Between Owner and Consultant: The City Manager shall be the final decision maker regarding internal disputes between CITY and CONSULTANT. W. Extent of Agreement: This AGREEMENT represents the entire integrated AGREEMENT between the CITY and the CONSULTANT and supersedes all prior negotiations, representations or AGREEMENTS, written or oral. This AGREEMENT does not entitle the CONSULTANT to receive any fee unless first being issued a Service Authorization. This AGREEMENT does not provide that a CONSULTANT is entitled to receive any Service Authorization. This AGREEMENT may not be amended, changed, modified, or otherwise altered in any way, at any time after the execution hereof, except by approval of the CITY Commission, This AGREEMENT applies only to those projects that are on the CITY'S Capital Improvement Plan (CIP), attached hereto as Exhibit "D". The CITY is not required to issue any Service Authorizations to CONSULTANT for any projects listed on the CIP. Page 20 of 30 City of Delray Beach General Engineering Consulting Services IN WITNESS WHEREOF, the CITY has caused these presents to be executed in its name by its Mayor, and attested and its official Seal to be hereunto affixed by its CITY Clerk, and the CONSULTANT has hereunto set its hand and Seal the day and year first written above. CI Y DELRAY A DA By: OR ATTEST: City Clerk Approved as to Form: CITY Attorney CONSULTA, T , _ By: Witness �-' S, Title: Name Printed (Seal) Witness Name Printed Page 21 of 30 City of Delray Beach General Engineering Consulting Services ACKNOWLEDGEMENT IF CORPORATION State of Florida County of Palm Beach BEFORE ME, thq foregoing instrument, this 00 'day of 200, was acknowledged by i:-- Z' t, , on behalf of the Corporation and said person executed the same freely and voluntarily for the purpose therein expressed. WITNESS my hand and seal in the County and State aforesaid this '�!-' day of 20N. Notai Public (SEAL) My Copm- es: blic State of Florida rm ,long ission DD786482 5/06/2012 ACKNOWLEDGEMENT IF AN INDIVIDUAL State of Florida County of Palm Beach I HEREBY CERTIFY that on this date before me, an officer duly authorized in the state and county named above to take acknowledgments, personally appeared , known to me to be the person in and who executed the foregoing instrument, and acknowledged before me that he/she executed the same. SWORN TO AND SUBSCRIBED before me this day of , 200 . Notary Public My Commission Expires: Page 22 of 30 City of Delray Beach General Engineering Consulting Services ACKNOWLEDGEMENT IF A PARTNERSHIP State of Florida County of Palm Beach I HEREBY CERTIFY that on this date before me, an officer duly authorized in the state and county named above to take acknowledgments, personally appeared , known to me to be the person in and who executed the foregoing instrument as a partner of , a partnership. He/She acknowledged before that he/she executed the same as the act and deed of said partnership for the uses and purposes therein mentioned. SWORN TO AND SUBSCRIBED before me this day of , 200—. Notary Public My Commission Expires: Page 23 of 3 0 City of Delray Beach General Engineering Consulting Services EXHIBIT A (SAMPLE) CONSULTING SERVICE AUTHORIZATION DATE: CONSULTANT: SERVICE AUTHORIZATION NO. FOR CONSULTING SERVICES CITY P.O. NO. CITY EXPENSE CODE CITY PROJECT NO. CONSULTANT PROJECT NO. TITLE: This Service Authorization, when executed, shall be incorporated in and shall become an integral part of the "Agreement for General Consulting Engineering Services" Contract. I. PROJECT DESCRIPTION II. SCOPE OF SERVICES Phase I— Study and Report Phase Phase II—Preliminary Design Phase Phase III—Final Design Phase Phase IV--Bidding/Negotiating Phase Phase V—Construction Administration Other—Permitting Other— Surveying Other— Geotechnical Other—Field Verification III. TIME OF PERFORMANCE IV. COMPENSATION Engineering Services Estimated Fees Phase I— Study and Report Phase $ Phase II—Preliminary Design Phase $ Phase III—Final Design Phase $ Phase IV—Bidding/Negotiating Phase $ Phase V—Construction Administration $ Other—Permitting $ Other— Surveying $ Other—Geotechnical $ Other—Field Verification $ Out-of-Pocket Expenses $ Total Project Cost $ Notes: Out-of-Pocket Expenses include the following:printing/reproduction/postage. Page 24 of 30 City of Delray Beach General Engineering Consulting Services This service authorization is approved contingent upon the City's acceptance of and satisfaction with the completion of the services rendered in the previous phase or as encompassed by the previous service authorization. If the City in its sole discretion is unsatisfied with the services provided in the previous phase or service authorization, the City may terminate the contract without incurring any further liability. The CONSULTANT may commence work on any service authorization approved by the City to be included as part of the contract without a further notice to proceed. Approved by: CITY OF DELRAY BEACH: CONSULTANT: Date Date By: Mayor (Seal) Witness (Signature) Witness (Printed) Attest: Approved as to Legal Sufficiency City Attorney BEFORE ME, the foregoing instrument,this day of , 201_, was acknowledged by on behalf of the Corporation , and said person executed the same free and voluntarily for the purpose there-in expressed. Witness my hand and seal in the County and State aforesaid this day of 1201_. Notary Public State of Florida My Commission Expires: Page 25 of 30 City of Delray Beach General Engineering Consulting Services EXHIBIT B Hourly Raw Hourly Salary Rate Raw Salary Times 3.00 Employer Category Rates Multiplier Professionals—Engineers, Architects, Planners, Economists, Scientists, Hydrologists, Hydrogeologists, Geologists, etc. Principal Engineer..................................$53.85/hr............................$161.55/hr. Project Manager.....................................$52.16/hr............................$156.48/hr. Senior Engineer......................................$46.88/hr.................... ........$140.64/hr. Engineer II ............................................ $38.46C hr............................$115.38/hr. Engineer I...............................................$31.25/hr............................$93.75/hr. Technicians--Drafters, Graphic Artists, Computer, Surveyors, Cartographics, Construction Inspectors, etc. Senior Engineering Tech........................$37.26/hr............................$111.78/hr. Senior CADD Designer.........................$32.45/hr............................$97.35/hr. CADD Designer.................................... $28.50/hr. ......................I....$85.50/hr. Construction Manager............................$38.26/hr............................$114.78/hr. Senior Inspector.....................................$35.53/hr............................$106.59/hr. Inspector.................................................$28.85 Ihr............................$86.55ft. Office Support Clerical/Admire.......................................$22.84/hr............................$68.52/hr. Page 26 of 30 City of Delray Beach General Engineering Consulting Services EXHIBIT C CONSULTING SERVICES INVOICE FURMAT Bill To: City of Delray Beach Invoice# 434 S.Swinton Ave. Delray Beach, FL 33444 Invoice Date: Service Auth.# Remit To: City Purchase Order# City Project Number: -- City Project Title: For Professional Services for Period Ending: Project Status Summary Paragraph(Description of Services Provided): i Insert Status Summary J Description of Services LABOR Class Name Rate Hours Amount Principal $0.00 Sr. Engineer $0.00 Engineer $0.00 Cadd Designer $0,00 Sr.Engineering Tech $0.00 Sr. Inspector $0.00 Clerical $0.00 Subtotal Labor $0:00 SUBCON5ULTANT5 (Must attach copies of backup invoices) Amount Insert Name of Subconsultant $0.00 Insert Name o€Subconsultant $03.00 Subtotal Subconsultants $0.00 REIMBURSABLE/OUT-OF-POCKET EXPENSES (Must attach copies of backup) Amount Postage $o.00 Printing $0.00 Subtotal Expenses MOO TOTAL WOUN7'DUI=THIS INVOICE: $0.00 Page 1 of 3 Page 27 of 30 City of Delray Beach General Engineering Consulting Services EXHIBIT C (page 2) Bill To; City of Delray Beach invoice# 434 S.Swinton Ave. Delray Beach, FL 33444 Invoice Date: Service Auth.tl _ Remit To: _ City Purchase Order ti City Project Number: City Project Title: For Professional Services for Period Ending: j COST SUMMARY (Must match cost breakdown in Service Authorization) Phase or Task Number Phase or Task description Amount Phase i or Task 1 (Insert Description:of Phase or Task) Contract Amount $0.00 Amount Earned This Period $0.00 Amount Previously Farned $0.00_ Amount Remaining $0.00 I Phase 11 or Task 2 (insert Description of Phase or Task) Contract Amount $0.00 Amount Earned This Period $0.00 Amount Previously Earned $0.00 Amount Remaining $0,00 Phase III or Task 3 (Insert Description of Phase or Task) Contract Amount $0.00 Amount Earned This Period $0.00 Amount Previously Earned $0.00 Amount Remaining $0.00 Phase 1V or Task 4 (Insert Description of Phase or Task) Contract Amount $0.00 Amount Earned This Period $0.00 Amount Previously Earned $0.00 Amount Remaining $0.00 Prase V or Task S (insert Description of Phase or Task) Contract Amount $0.00 Amount Earned This Period $0.00 Amount Previously Earned $0.00 Amount Remaining $0.00 Page 2 of 3 Page 28 of 30 City of Delray Beach General Engineering Consulting Services EXHIBIT C (page 3) Bill To: City of Delray Beach Invoice# 434 S.Swinton Ave. De€ray Beach,FL 33444 Invoice Date: Service Auth.i# (remit To. City Purchase Order# City Project Number: City Project Tide: For Professional Services for Period Ending: Phase or Task Number Phase or Task Description Amount Phase VI or Task 6 (Insert Description of Phase or Task) Contract Amount $0.00 Amount Earned This Period $0.00 Amount Previously E=arned $0.00 Amount Remaining $o,00 Phase Vll or Task 7 (Insert Description of Phase or Task) Contract Amount $0,00 Amount Earned This Period $0.00 Amount Previously Earned $0,00 Amount Remaining -- $0.00 Phase VIII or Task 8 (Insert Description of Phase or Task) Contract Amount $0.00 Amount Earned This Period $0.00 Amount Previously E=arned $0.00 Amount Remaining $0:00 TOTAL CONTRACT COSTS Total Contract Amount $0,00 Total Amount Earned This Period $o.00 Total Amount Previously Earned $0,00 Total Amount Remaining $0.00 Page 3 of 3 Page 29 of 30 City of Delray Beach General Engineering Consulting Services THIS PAGE INTENTIONALLY LEFT BLANK Page 30 of 30 MATHE-1 OP ID: JMC .4coROr CERTIFICATE OF LIABILITY INSURANCE DATE 09125/2014 Y) 09125!2094 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES ;ELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT ACECIMARSH NAME: - X 701 Market St.,Ste.1100 PAHONN Rx,):800-338-1391 ;jke,No): 888-621-3173 St.Louis,MO 63101 E-MAIL ADDRESS: INSURERIS)AFFORDING COVERAGE NAIC# rn INSURER A:Hartford Insurance COmparp _ 2.2357 INSURED Mathews Consulting,Inc. INSURERB: _ 477 S. Rosemary Ave#330 INSURERC: West Palm Beach, FL 33401 - --- INSURER D: INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR W -ADDL$UBRi ! POLICY EFF € POLICY EXP - LTR TYPE OF INSURANCE POLICY NUMBER 1 MM1DDfYYYY I MMIDDIYYYY LIMITS INSD A X ?COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE 5 1,000,000 TJ CLAIMS-MADE Cl OCCUR 845BGL87335 11!01!2014 11/01/2015 DAMA ETORENTED PREMISES(Ea occurrence) S 1,000,000 PROFESSIONAL LIAB EXCL MED ExP(Any one person) $ 10,00 .. ._. PERSONAL&ADVINJURY $ 1,000,00 GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $ 2,000,00 POLICY T.. PRC LOO PRODUCTS-COMP/OPAGG $ 2,000,000 OTHER, $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Fa accident 1,000,000 �+ X `ANY AUTO 84UEGLL7958 1110112014 11/01/2015 BODILY INJURY(Per person) S ALLOWNED SCHEDULED BODILY Per accident S AUTOS AUTOS { } X HIRED AUTOS X AUTOS .(Per PPe�a cRdentDAMAGE$ " X UMBRELLA LIAB X OOCUR EACH OCCURRENCE $ 1,000,00 A EXCESS CLAIMS-MADE 845BGL67335 11/01/2014 11/01/2015 AGGREGATE $ 1,000,00 DED X RETENTION$ 1 0,000 $ WORKERS COMPENSATION I PER OTH- ,AND EMPLOYERS'LIABILITY X STATUTE L ER _ A ANYPROPRIETORIPARTNERIEXECUTIVE YIN 84WEGGJ0270 11/01/2014 11/01/2015 E.L.EACH ACCIDENT $ 500 000 OFFICERIMEMBER EXCLUDED? ❑ N f A _ '_". (Mandatory in NH) 7 DISEASE-EA EMPLOYEEI S 500,000 If yes,describe under - DESCRI PTION OF OPERATIONS below E-L DISEASE-POLICY LIMIT S 500,000 1 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES IACORD 101,Additional Remarks Schedule,may be attached if more space is required) joB:2012 GENARAL ENGINEERING CONSULTING SERVICES AGREEMENT. CITY OF DELRAY BEACH IS INCLUDED AS ADDITIONAL INSURED ON ALL POLICIES EXCEPT W/C. COVERAGE IS PRIMARY AND NONCONTRIBUTORY EXCEPT UMBRELLA, (GLAI ENDT) CERTIFICATE HOLDER CANCELLATION CTYDEL2 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN CITY OF DELRAY BEACH ACCORDANCE WITH THE POLICY PROVISIONS. RANDAL KREJCAREK 434 S.SWINTON AVE. AUTHORIZED REPRESENTATIVE DELRAY BEACH, FL 33444 U ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014101) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 84SBGLB7335 BUSINESS LIABILITY COVERAGE INSURED: Mathews Consulting, Inc. ADDITIONAL COVERAGES BY WRITTEN CONTRACT, AGREEMENT OR PERMIT This is a summary of the Coverage provided under the following: BUSINESS LIABILITY COVERAGE FORM SS 00 08 WHO IS AN INSURED (Section C) states that the following is also an additional insured: Additional Insured by Contract, Agreement or Permit Any person or organization is an additional insured when you have agreed, in a written contract, written agreement or because of a permit issued by a state or political subdivision, that such person or organization be added as an additional insured on your policy, provided the injury or damage occurs subsequent to the executive of the contract or agreement, or the issuance of the permit. A person or organization is an additional insured under the provision only for that period of time required by the contract, agreement or permit. With respect to the insurance afforded to the additional insured, this insurance does not apply to: "Bodily injury", "property damage" or"personal and advertising injury" arising out of the rendering of, or failure to render, any professional architectural, engineering or surveying services, including: (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specification: or (b) Supervisory, inspection, architectural or engineering activities. Primary and Non-Contributory to Other Insurance When Required by Contract If you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Waiver of Subrogation If you have waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided you waived your rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. Rev 5.13 AMENDMENT NO. 1 TO AGREEMENT FOR GENERAL CONSULTING SERVICES THIS AMENDMENT NO. 1 to the Agreement dated January 24, 2012 is made this - day of 2014 by and between the CITY OF DELRAY BEACH, FLORIDA (the City") and WANTMAN GROUP, INC. (the "Consultant"). WITNESSETH: WHEREAS, the parties desire to exercise their right to renew the Agreement entered into January 24, 2012 for one year, pursuant to Section VI "Agreement Period," which will extend the contract until January 24, 2015. WHEREAS, the parties desire to further amend the Agreement in order to modify the salary and billing rates for the extension. WHEREAS, the parties desire to amend the Agreement to comport with the recent changes in state law pertaining to public records and to reference the Palm Beach County Inspector General's authority to review contracts. NOW, THEREFORE, based on the promises and covenants herein contained, the parties agree as follows 1. The recitations referred to above are hereby incorporated herein. 2. The parties desire to repeal Exhibit "B" that was attached to the Agreement dated January 24, 2012 and replace it with the new "Exhibit B" as attached to this Amendment No. 1. 3. The parties desire to amend the agreement to add Paragraph X "Inspector General" and Paragraph Y "Public Records" to comport with recent changes to county and state law: X. Inspector General: Consultant_is aware that the-Inspector General of Palm Beach County has the authority to investigate and audit matters relating to „the negotiation and performance of this contract, and may demand and obtain records and testimony from Consultant and its subcontractors and lower tier subcontractors. Consultant understands and agrees that in addition to all other remedies and consequences provided by law, the failure of Consultant or its subcontractor or lower tier subcontractors tofully cooperate with the Inspector General when requested may be deemed by the Cify to be a material breach of this Agreement justifying its termination. Y. Public Records: Consultant shall comply with all public records laws in accordance with Chapter 119, Fla. Stat. In accordance with state law, Consultant agrees to: a Keep and maintain all records that ordinarily and necessarily would be required by the City. b) Provide the public with access to public ublic records on the same term and conditions that the City would provide for the records and at a cost that does not exceed the costs provided in Chapter 119 Fla. Stat. or as otherwise provided by law. c) Ensure that public records that are exempt or confidential and exempt from public records disclosure are not disclosed except as authorized by law. d Meet all re uirements for retaining public records and transfer, at no cost to the City all records in possession of the Consultant at the termination of the contract and destroy any_ public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the City in a format that is compatible with the information technology systems of the CA V. All records shall be transferred to the City prior to final payment t being made to the Consultant_ e If Consultant does not com 1 with this section the Cily shall enforce the contract provisions in accordance with the contract and may unilateralIV cancel this contract in accordance with state law. 2 4. All other terms and conditions of the Agreement of January 24, 2012 not in conflict with this Amendment No. 1 shall remain in full force and effect and are incorporated herein. IN W!TN SS WHEREOF, the parties hereto have executed this Amendment No. 1 the day and year first abgygq written. ATTLS CITY OF 7AY BEACH, FLGRIOA B B �W City Clerk CAj 14 D: G D C KS-t E 4 t-4 Approved as to legal sufficiency and form: By: -City Attorney -� Cllr WITNESSES: WAN AN GR I r-% By: Print ame: a o rint Name: rl e- STATE OF FLORIDA COUNTY OF PALM BEACH The foregoing instrument was acknowledged before me this 2_7 day of 2014, by 1c/... N)Sh( ersonally known to me or has produced (type of identification) as identification. Notary Public— State of Florida o„RrFLe�;' KATHLEEN R.FONTAINE a = Notary Public-State of Florida ¢ x c My Comm.Expires Sep 1,2016 3 Commission#EE 196795 yF a,F, ,"" Bonded Through Naknal Notary Assn. Exhibit B 2014 Rates Wantman Group,Inc. Hourly Hourly Raw Raw Rates Rate X 3.0 Principal Engineer 68.27 204.81 Senior Project Manager 57.53 172.60 Project Manager 48.33 144.99 Senior Project Engineer 42.62 127.86 Project Engineer 35.48 106.44 Engineer 31.03 93.09 Field Engineer 39.00 117.00 Environmental Scientist 41.65 124.96 Engineer Intern 23.85 71.55 Principal Surveyor 68.27 204.81 Senior Professional Surveyor 50.82 152.46 Professional Surveyor 40.23 120.69 Surveyor/Tedinician 32.20 96.60 CADD Technician 25.48 76.44 2 Man Survey Crew 40.00 120.00 3 Man Survey Crew 50.00 150.00 Hydrographic/Bathymetric Crew 108.33 325.00 Graphic Artist 23.33 70.00 Administrative 22.59 67.77 City of Delray Beach General Engineering Consulting Services AGREEMENT FOR GENERAL CONSULTING SERVICES THIS AGREEMENT, made and entered into this Pk day of , 20, by and between the CITY of Delray Beach, Florida, hereinafter referred to as "CITY", and hereinafter referred to as "CONSULTANT". WITNESSETH: WHEREAS, the CITY has provided notice of the desired professional services and carried out the proper selection process pursuant to and in accordance with the Consultant's Competitive Negotiation Act; and, WHEREAS, the CITY represents that it is a Florida municipal corporation with the authority to engage the CONSULTANT and accept the obligation for payment for the services desired; and, WHEREAS, the CITY desires to engage the CONSULTANT to perform certain professional services pertinent to such work in accordance with this AGREEMENT and with SERVICE AUTHORIZATIONS to be issued at the time of or subsequent to execution of this AGREEMENT; and WHEREAS, this AGREEMENT does not entitle the CONSULTANT to any fees for any particular project without first receiving a Service Authorization; and WHEREAS, the CONSULTANT desires to provide such professional services in accordance with this AGREEMENT and SERVICE AUTHORIZATIONS. NOW, THEREFORE, in consideration of the premises and the mutual benefits which will accrue to the parties hereto in carrying out the terms of this AGREEMENT, it is mutually understood and agreed as follows: L DEFINITIONS; GENERAL CONDITIONS A. THE SCOPE OF WORK is to be implemented in phases as set forth by this Agreement and by SERVICE AUTHORIZATIONS, which are attached hereto and made a part hereof, and as also may be added as approved by the City from time to time. B. A SERVICE AUTHORIZATION is a form to be used to authorize work, projects, and services. The form shall be executed by the CITY'S and CONSULTANT'S representatives. A CITY purchase order number shall be identified on the form. The purchase order authorization is established in the CITY Code of Ordinances with provisions for expenditure levels of approval authorizations. A sample form of the service authorization is attached as Exhibit "A" to this AGREEMENT. The projects, work, and services to be performed by the CONSULTANT, and time for completion of the particular phase of the work by CONSULTANT, shall be authorized by a SERVICE AUTHORIZATION. The SERVICE AUTHORIZATION shall include the scope of work to be performed; the budget cost, complete with an itemization of man-hours, wage rates, reimbursable expenses, and other related costs; schedule for completion and name of project manager. The SERVICE AUTHORIZATION shall be signed by the CITY and the CONSULTANT'S authorized representative. A CITY purchase order shall be issued with Page 1 of 30 City of Delray Beach General Engineering Consulting Services authorization identifying funds and amount of expenditures. The terms of this AGREEMENT supersede the terms stated on the purchase order. C. PHASES: A phased approach may be utilized. The City and the Consultant shall have the right to negotiate the terms of each phase as contained within each service authorization, and to reject any service authorization, if the parties cannot agree to the terms of the service authorization. In the event the parties cannot agree, the city may select the next ranked proposer or go out for additional proposals in order to complete the subsequent phase(s) of the project. This phased approach shall not waive the City's right to terminate the Consultant's contract during any phase of the project. II. GENERAL DUTIES OF CONSULTANT A. The relationship of the CONSULTANT to the CITY will be that of a professional CONSULTANT, and the CONSULTANT will provide the professional and technical services required under this AGREEMENT in accordance with acceptable professional practices and ethical standards. No employer/employee relationships shall be deemed to be established and the CONSULTANT, its agents, subcontractors, and employees shall be independent contractors at all times. B. Professional and Technical Services. It shall be the responsibility of the CONSULTANT to work with the CITY and apprise it of solutions to problems and the approach or technique to be used towards accomplish- ment of the CITY'S objectives as set forth in SERVICE AUTHORIZATIONS, which will be made a part of this AGREEMENT upon execution by both parties. C. The scope of services to be provided shall be covered in detail in SERVICE AUTHORIZATIONS. D. The City has established a budget for each project awarded to CONSULTANT. The CONSULTANT shall be responsible for providing, at no additional cost to the City,new designs, drawings, specifications, reports and other applicable services if the budget for the entire project is exceeded during and up to completion of the design phase of the project; however, nothing contained herein shall require the CONSULTANT to bear additional costs if the additional costs are a result of a change in the scope of services directed by the City. E. The CONSULTANT shall be responsible for the professional quality, technical accuracy, timely completion, compliance with regulations and rules, and the coordination with all appropriate agencies of all designs, drawings, specifications, reports and other services fiarnished by the CONSULTANT under this AGREEMENT. If the CITY determines there are any errors, omissions or other deficiencies in the CONSULTANT'S designs, drawings, specifications, reports and other services,the CONSULTANT shall, without additional compensation, correct or revise said errors or omissions to the satisfaction of the CITY. F. Approval by the CITY of drawings, designs, specifications, reports and incidental professional services or materials furnished hereunder shall not in any way relieve the CONSULTANT of responsibility for the technical adequacy of its work. The CITY'S review, approval or acceptance of, or payment for, any of the services shall not be construed to operate as a waiver of any rights Page 2 of 30 City of Delray Beach General Engineering Consulting Services under this AGREEMENT or of any cause of action arising out of the performance of this AGREEMENT. G. The CONSULTANT and its subconsultants shall have no responsibility for the discovery, presence, handling or removal or disposal of or exposure of persons to hazardous materials in any form existing prior to construction at the project site, including but not limited to asbestos, asbestos products,polychlorinated biphenyl (PCB) or any other toxic substances. H. The CONSULTANT designates �r�rt c- , as its representative to act as liaison with the CITY. The representative shall manage and coordinate CITY projects and is hereby authorized to act on behalf of the CONSULTANT to negotiate and approve SERVICE AUTHORIZATIONS and act on any other related matter with respect to performance of services for the CITY in accordance with the AGREEMENT. Any change to name another person shall be requested in writing to the CITY, and shall be approved by the City. I. CONSULTANT shall attend all meetings, as specified or as defined in each SERVICE AUTHORIZATION of the City Commission or any City approval Board, where the project is discussed, unless the City's representative declares such attendance and participation is not necessary. In addition, the CONSULTANT shall attend all additional meetings as may be required to facilitate the project. III. DUTIES OF CONSULTANT: The following Duties of CONSULTANT are separated into phases of the project, which if approved via SERVICE AUTHORIZATIONS shall be performed by the CONSULTANT. The City may require SERVICE AUTHORIZATIONS, which contain additional requirements applicable to the project. The City must authorize through service authorizations,the commencement of each phase of the work. A. Phase I—Study and Report Phase. If the Study and Report Phase is authorized,the following requirements shall apply. 1. The CONSULTANT shall consult with the CITY to clarify and define the CITY'S requirements for the Project and review available data. 2. The CONSULTANT shall advise the CITY as to the necessity of the CITY'S providing or obtaining from others, data or services. 3. The CONSULTANT shall identify and analyze permit and approval requirements of all governmental authorities having jurisdiction to approve either the design of the Project and participate in consultations with such authorities. 4. The CONSULTANT shall provide analyses of the CITY'S needs, planning surveys, site evaluations and comparative studies of prospective sites and solutions. 5. The CONSULTANT shall provide a general economic analysis of Owner's requirements applicable to various alternatives. Page 3 of 30 City of Delray Beach General Engineering Consulting Services 6. The CONSULTANT shall prepare a Report containing schematic layouts, sketches and conceptual design criteria with appropriate exhibits to indicate clearly the considerations involved (including applicable requirements of governmental authorities having jurisdiction as aforesaid) and the alternative solutions available to the CITY and setting forth CONSULTANT'S findings and recommendations. This Report will be accompanied by CONSULTANT'S pre-design estimate of probable costs for the Project, including, but not limited to the following, which will be separately itemized: Construction Cost, allowance for engineering costs and contingencies allowances for such other items, such as charges of all other professionals and consultants, for the cost of land and rights-of-way, for compensation for or damages to properties, and for permit, review and/or approval fees by other governmental agencies, if required. The CONSULTANT shall also provide a preliminary evaluation of the City's Project Schedule. The City's Project Schedule and probable construction costs shall be evaluated and updated throughout subsequent phases of the work. 7. The CONSULTANT shall furnish the number of copies of the Study and Report documents as provided in the SERVICE AUTHORIZATION and review them with the CITY. B. Phase II—Preliminary Design Phase. If the Preliminary Design Phase is authorized, the following requirements will apply: 1. The CONSULTANT, in consultation with the CITY shall determine the general scope, extent and character of the Project. 2. Prepare Preliminary Design documents consisting of final design criteria, preliminary drawings, outline specifications and written descriptions of the Project. 3. Advise the CITY if additional data or services are necessary and assist the CITY in obtaining such data and services. 4. Furnish the specified number of copies of the above Preliminary Design documents as contained within the SERVICE AUTHORIZATION and present and review them with the CITY. 5. The CONSULTANT shall submit to the CITY a preliminary estimate of construction costs based on current area, volume or other unit costs, which shall be updated throughout he design development phase. 6. The CONSULTANT shall prepare a development schedule, which shall include, but shall not be limited to, the review and approval times by all governmental agencies as may be required. 7. The CONSULTANT shall make available all design calculations and associated Data, and participate in meetings in which Value Engineering Analysis of the project takes place, at such times and places as shall be determined by the CITY. C. Phase III. Final Design Phase. If the Final Design Phase is authorized, the following requirements shall apply: Page 4 of 30 City of Delray Beach General Engineering Consulting Services 1. The CONSULTANT shall prepare construction documents which shall include but not be limited to drawings and technical specifications, general and supplementary conditions, bid forms, invitations to bid, instructions to bidders, with technical criteria, descriptions and design data necessary for permitting by governmental authorities, and shall include any further adjustments in the scope or quality of the project or in the construction budget authorized by the City. 2. The CONSULTANT shall, in the preparation of construction documents, technical criteria, written descriptions and design data, take into account all currently prevailing codes and regulations governing construction in the City of Delray Beach, Florida, and shall meet the requirements of all other agencies or governmental authorities having jurisdiction over the proj ect. 3. The CONSULTANT shall prepare a detailed opinion of probable cost in accordance with paragraph I.C, which shall be reviewed by the CITY prior to going out for bids. 4. The CONSULTANT shall provide the required documents and attend meetings as necessary, for the approval of governmental boards, agencies or authorities having jurisdiction over the project. 5. The CONSULTANT shall use bid documents provided by the CITY including bidding forms, conditions of the contract, and form of AGREEMENT between the CITY and CONTRACTOR. 6. The CONSULTANT shall prepare all documents including design and plan revisions required for the approval of governmental authorities having jurisdiction over the project_ Said approvals are required prior to the public notice for the Invitation to Bid and submission of applications, therefore are the responsibility of the CONSULTANT. 7. The CONSULTANT shall provide the CITY the number of copies of contract documents as specified in the service authorization. D. Phase IV—Bidding/Negotiation Phase. If the bidding phase is authorized, the following requirements shall apply: 1. The CONSULTANT shall assist the CITY in obtaining the bids or negotiated proposals, assist in awarding and preparing contracts for construction, attend pre-bid conferences, prepare addenda, provide written recommendation of award, assist in the compilation/preparation of contract documents, and after the award assist the CITY in securing the required bonds and certificates of insurance, and in the review of the contract documents for completeness. 2. The CONSULTANT shall attend the bid opening, prepare bid tabulation sheets and assist the CITY in evaluating Bids or proposals and in assembling and awarding contracts for construction,materials, equipment and services. 3. The CONSULTANT shall issue addenda as appropriate to interpret, clarify or expand the Bidding Documents. 4. The CONSULTANT shall consult with and advise the CITY as to the acceptability of subcontractors, suppliers and other persons and organizations proposed by the prime contractor(s) (herein called CONTRACTOR(S) for those portions of the work as to which such acceptability is required by the Bidding Documents. Page 5 of 30 City of Delray Beach General Engineering Consulting Services 5. Consult with the CITY concerning and determine the acceptability of substitute materials and equipment prior to the award of contracts is allowed by the Bidding Documents. E. Phase V—Construction Phase. If Contract Administration is authorized,the following requirements shall apply: 1. The CONSULTANT shall provide administration of the contract for construction as set forth herein and as contained within the general conditions of the contract for construction. 2. The CONSULTANT shall be a representative of and shall advise and consult with the CITY during construction and until final payment to the contractor is due. The CONSULTANT shall have authority to act on behalf of the CITY only to the extent provided in this AGREEMENT and as provided in the contract for construction unless otherwise modified by written instrument. 3. The CONSULTANT shall visit the site at regular intervals appropriate to the stage of construction or as otherwise agreed to by the CITY and the CONSULTANT, in writing, to become generally familiar with the progress and quality of the work completed and shall determine in general if the work is being performed in a manner indicating that the work when completed will be in accordance with the contract documents. The CONSULTANT shall be required to make on-site observations to review the work. The CONSULTANT shall keep the CITY informed of the progress and quality of the work and shall provide certification to the CITY of satisfactory completion of all phases of the work in compliance with the plans, specifications thereto. 4. The CONSULTANT shall not have control over or charge of and shall not be responsible for construction means, methods, techniques, sequences or procedures of construction or for safety precautions and programs in connection with the work, since these are solely the CONTRACTOR'S responsibility under the contract for construction. The CONSULTANT shall make every reasonable effort to ensure that the CONTRACTOR completes the work in accordance with the current approved schedule and carries out the work in accordance with the Contract documents. 5. The CONSULTANT based on observations and evaluations of CONTRACTOR'S applications for payment shall review and certify the amounts due the CONTRACTOR. 6. The CONSULTANT'S certification for payment shall constitute a representation to the CITY, based on the CONSULTANT'S observations at the site as provided herein and on the data comprising the CONTRACTOR'S application for payment,that the work has progressed to the point indicated and that, to the best of the CONSULTANT'S knowledge, information, and belief, the quality and quantity of the work is the accordance with the contract documents. The foregoing representations are subject to an evaluation of the work for conformance with the contract documents upon substantial completion, to results of subsequent tests and inspections, to minor deviations from the contract documents, correctable prior to completion and to specific qualifications expressed by the CONSULTANT. The issuance of the certificate of payment shall further constitute a representation that the CONSULTANT has made observations to review the quality or quantity of the work. 7. The CONSULTANT shall recommend disapproval or rejection of CONTRACTOR'S work to the CITY, which does not conform to the contract documents. The CONSULTANT will have authority to require additional inspection or testing of the work in accordance with the Page 6 of 30 City of Delray Beach General Engineering Consulting Services provisions of the contract documents, whether or not work is fabricated, installed or completed. 8. The CONSULTANT shall review and approve or take other appropriate action upon CONTRACTOR'S submittals, such as shop drawings, product data, and samples for the purpose of checking for conformance with information given and the design concept expressed in the contract documents. The CONSULTANT shall evaluate and determine the acceptability of substitute materials and equipment proposed by CONTRACTORS. 9. The CONSULTANT shall prepare change orders and construction change directives with supporting documentation and data if deemed necessary bye the CONSULTANT, for the CITY'S approval and execution in accordance with the contract documents, and may authorized minor changes in the work not involving an adjustment in the contract time, which is consistent with the intent of the contract documents. 10. The CONSULTANT shall conduct inspections to determine the date or dates of substantial completion and the date of final completion, shall receive and forward to the CITY for the CITY'S review and records, written warranties and related documents required by the contract documents and assembled by the CONTRACTOR and shall issue a final certificate for payment upon compliance with the requirements of the contract documents. 11. The CONSULTANT shall interpret matters concerning performance of the CITY and CONTRACTOR under the requirements of the contract documents on written request of either the CITY or CONTRACTOR. The CONSULTANT'S response to such requests shall be made with reasonable promptness and within any time limits agreed upon. 12. Interpretations of the CONSULTANT shall be consistent with the intent of and reasonably inferable from the contract documents and shall be in writing or in the form of drawings. When making such interpretations, the CONSULTANT shall endeavor to secure faithful performance by both the CITY and the CONTRACTOR. 13. The CITY shall be the final arbiter on matters relating to aesthetics. 14. The CONSULTANT shall render written interpretations within a reasonable time on all internal disputes between the CITY and CONTRACTOR relating to the execution of the progress of the work as provided in the contract documents. 15. The CONSULTANT"S interpretations on internal disputes are not binding on the CITY and CONTRACTOR relating to the execution of the progress of the work as provided in the contract documents. 16. The CONSULTANT shall provide the number of sets of the construction documents to the CONTRACTOR as specified in the SERVICE AUTHORIZATION. 17. Upon completion of construction the CONSULTANT shall provide to the CITY, three sets of record drawings, signed and sealed, plus one set of mylars incorporating as built conditions and other data furnished by contractor(s)to CONSULTANT. 18. In company with the City, the CONSULTANT shall visit the Project to observe any apparent defects In the completed construction, assist the CITY in consultations and discussions with CONTRACTOR(S) concerning correction of such deficiencies, and make recommendations as to replacement or correction of defection work. Page 7 of 30 City of Delray Beach General Engineering Consulting Services F. Phase VI—Resident Project Representative Services Phase If the Resident Project Representative Services Phase is authorized the following requirements shall apply: A. A Resident Project Representative will be assigned to assist CONSULTANT in carrying out his responsibilities to CITY at the site. Resident Project Representative is CONSULTANT'S agent at site, will act as directed by and under the supervision of CONSULTANT, and will confer with CONSULTANT regarding Resident Representative's actions. Resident Representative's dealing in matters pertaining to the on-site work shall in general be with CONSULTANT and CONTRACTOR keeping the CITY advised as necessary. Resident Project Representative's dealings with subcontractors shall only be through or with the full knowledge and approval of CONTRACTOR. Resident Project Representative shall generally communicate with the CITY with the knowledge of and under the direction of CONSULTANT. B. Resident Project Representative shall where applicable: 1. Review the progress schedule, schedule of Shop Drawing submittals and schedule of values prepared by CONTRACTOR and consult with CONSULTANT concerning its general acceptability. 2. Attend meetings with CONTRACTOR, such as preconstruction conferences, progress meetings,job conferences and other project-related meetings, and prepare and circulate copies of minutes thereof. 3. Working principally through CONTRACTOR'S superintendent, assist CONSULTANT in serving as the City's liaison with CONTRACTOR, when CONTRACTOR'S operations affect the CITY'S on- site operations. 4. Assist in obtaining from the CITY additional details or information, when required for proper execution of the Work. 5. Record date of receipt of Shop Drawings and samples. 6. Receive samples, which are furnished at the site by CONTRACTOR, and notify the CONSULTANT of availability of samples for examination. 7. Advise the CONSULTANT and CONTRACTOR of the commencement of any Work requiring a Shop Drawing, if the submittal has not been approved by the CONSULTANT. 8. Conduct on-site observations of the Work in progress to assist the CONSULTANT in determining if the Work is, in general,proceeding in accordance with the Contract Documents. 9. Report to the CONSULTANT whenever Residential Project Representative believes that any Work is unsatisfactory, faulty or defective or does not conform to the Contract Documents; or has been damaged, or does not meet the requirements of any inspection, test or approval required to be made. Advise the CONSULTANT of Work that Resident Project Representative believes should be uncovered for observation, or requires special testing, inspection or approval. Nothing herein shall relieve the CONTRACTOR or the CONSULTANT from the duties imposed by the contract. 10. Verify that tests, equipment and systems startups, and operating and maintenance training are conducted in the presence of appropriate personnel, and that CONTRACTOR maintains adequate records thereof; and observe, record and report to the CONSULTANT appropriate details relative to the test procedures and startups. 11. Accompany visiting inspectors representing public or other agencies having jurisdiction over the Project, record the results of these inspections and report to the CONSULTANT. Page 8 of 30 City of Delray Beach General Engineering Consulting Services 12. Report to CONSULTANT when clarifications and interpretations of the Contract Documents are needed and transmit to CONTRACTOR clarifications and interpretations as issued by the CONSULTANT. 13. Consider and evaluate CONTRACTOR'S suggestions for modifications in Drawings or Specifications and report with Resident Project Representative's recommendations to the CONSULTANT. Transmit to CONTRACTOR decisions as issued by the CONSULTANT. 14. Maintain at the job site orderly files for correspondence, reports of job conferences, Shop Drawings and samples, reproductions of original Contract Documents, including all Work Directive Changes, Addenda, Change Orders, Field Orders, additional Drawings issued subsequent to the execution of the Contract, CONSULTANT'S clarifications and interpretations of the Contract Documents, progress reports, and other Project related documents 15. Keep a diary or log book, recording CONTRACTOR hours on the job site, weather conditions, data relative to questions of Work Directive Changes, Change Orders or changed conditions, list of job site visitors, daily activities, decisions, observations in general, and specific observations in more detail as in the case of observing test procedures; and send copies to the CONSULTANT. 16. Record all names, addresses and telephone numbers of the CONTRACTOR, all subcontractors and major suppliers of material and equipment. 17. Furnish the CONSULTANT periodic reports as required of progress of the Work of the CONTRACTOR'S compliance with the progress schedule and schedule of Shop Drawing and sample submittals. 18. Consult with the CONSULTANT in advance of schedule major tests, inspections or start of important phases of the Work. 19. Draft proposed Change Orders and Work Directive Changes, obtaining backup materials from CONTRACTOR and recommend to the CONSULTANT, Change Orders, Work Directive Changes, and Field Orders. 20. Report immediately to the CONSULTANT and the CITY upon the occurrence of any accident. 21. Review applications for payment with CONTRACTOR for compliance with the established procedure for their submission and forward with recommendations to the CONSULTANT noting particularly the relationship of the payment requested to the schedule of values, Work completed and materials and equipment delivered at the site,but not incorporated in the Work. 22. During the course of the work, verify that certificates, maintenance and operation manuals and other data required to be assembled and furnished by CONTRACTOR are applicable to the items actually installed and in accordance with the Contract Documents, and have this material delivered to the CONSULTANT for review and forwarding to CITY prior to final payment for the Work. 23. Before the CONSULTANT issues a Certificate of Substantial Completion, submit to CONTRACTOR a list of observed items requiring completion or correction. 24. Conduct final inspection in the company of the CONSULTANT, the CITY and the CONTRACTOR and prepare a final list of items to be completed or corrected. 25. Observe that all items on final list have been completed or corrected and make recommendations to the CONSULTANT concerning acceptance. Page 9 of 30 City of Delray Beach General Engineering Consulting Services . The Resident Proj ect Representative shall not: 1. Authorize any deviation from the Contract Documents or substitution of materials or equipment. 2. Exceed limitations of the CONSULTANT'S authority as set forth in the Contract Documents. 3. Undertake any of the responsibilities of CONTRACTOR, subcontractors, or CONTRACTOR'S superintendent. 4. Advise on, issue directions regarding or assume control over any aspect of the means, methods, techniques, sequences or procedures of construction unless such advice or directions are specifically required by the Contract Documents. 5. Advise on, issue directions regarding or assume control over safety precautions and programs in connection with the Work. 6. Accept Shop Drawing or sample submittals, from anyone other than CONTRACTOR. 7. Authorize the CITY to occupy the Project in whole or in part. S. Participate in specialized field or laboratory tests or inspections conducted by others except as specifically authorized by the CONSULTANT. IV. DATA AND SERVICES TO BE PROVIDED BY THE CITY The CITY shall provide the following: A. Furnish or cause to be furnished such reports, studies, instruments, documents, and other information as the CONSULTANT and CITY mutually deem necessary and which are under control of the CITY. B. Other data and services to be agreed upon in subsequent SERVICE AUTHORIZATIONS. C. Pay for all legal advertisements incidental to obtaining bids or proposals from contractors. D. The CITY Manager or his designee shall act as the CITY'S representative with respect to the work to be performed under this AGREEMENT. The CITY Manager or his designee shall have the authority to the extent authorized by the CITY Charter and Code of Ordinances to exercise the rights and responsibilities of the CITY provided in this contract. Said authority may include but is not limited to: transmit instructions, stop work, receive information, interpret CITY'S policies and decisions with respect to materi- als, equipment, elements, and systems pertinent to the services covered by this AGREEMENT. E. Pay all permit application filing fees. F. Provide access to CITY facilities. Page 10 of 30 City of Delray Beach General Engineering Consulting Services V. TIME OF PERFORMANCE A. The CONSULTANT will begin work promptly after issuance of a Notice to Proceed. B. The CONSULTANT'S services called for under the AGREEMENT shall be completed in accordance with the schedule contained in each SERVICE AUTHORIZATION. If the CONSULTANT'S services are unreasonably delayed by the CITY in excess of 180 days,the time of performance and compensation shall be renegotiated, provided; however, the CONSULTANT as a condition precedent to renegotiations shall notify the City within fifteen(1 S) calendar days at the end of the delay of CONSULTANT'S proposed additional costs incurred by reason of said delay. VI. AGREEMENT PERIOD The agreement shall be for two (2) years with the right to renew for three (3) one (1) year extensions. Each one year renewal will be at the City's discretion. However, the agreement shall extend until all Service Authorizations are completed. Each Service Authorization shall delineate a time for completion of the services to be rendered VII. COMPENSATION A. The CITY will compensate the CONSULTANT for the services performed on each SERVICE AUTHORIZATION in accordance with a negotiated lump sum, or a not to exceed budgeted amount based on time charges which are based upon hourly rates, plus reimbursable expenses if compensation is based on Method 11 and other related costs as are specified in the SERVICE AUTHORIZATION. 1. METHOD 1 - LUMP SUM Lump Sum Amount. Wherever possible, the scope of services for Services, Projects or Programs shall be thoroughly defined and outlined prior to its authorization. The CITY and CONSULTANT shall mutually agree to a lump sum amount for services to be rendered and a detailed scope of services. Should the CITY deem that a change in the scope of services is appropriate, then a decrease or increase in compensation shall be authorized in writing. In lump sum contracts, the CONSULTANT shall submit the estimated man-hours, wage rates and other actual unit costs supporting the compensation. The CONSULTANT shall submit a truth in negotiation certificate stating that all data supporting the compensation is accurate, complete and current at the time of contracting. Hourly rates included in the estimated man-hours shall not exceed established hourly rates as shown in Exhibit B attached hereto, plus reimbursable expenses and other related costs. Page 11 of 30 City of Delray Beach General Engineering Consulting Services 2. METHOD 11 - TIMES CHARGES/NOT TO EXCEED BUDGETED AMOUNT Computation of Time Charges/Not to Exceed Amount. When a service is to be compensated for on a time charge/not to exceed basis, the CONSULTANT will submit a not to exceed budget cost to the CITY for prior approval based on actual time charges which shall not exceed established hourly rates as shown.in Exhibit B attached hereto, plus reimbursable expenses and other related costs. The CITY shall not be obligated to reimburse the CONSULTANT for costs incurred in excess of the not to exceed cost amount. a. The CITY agrees to pay the CONSULTANT compensation for services rendered based upon the established raw hourly salary rates as shown in Exhibit B for services rendered on CITY projects multiplied by an overhead factor not to exceed 3.0, which includes profit not to exceed ten percent (10%) and may be subject to audit. The Schedule of hourly rates as set forth in Exhibit B will not be adjusted during the initial two (2) year agreement. The rates in Exhibit B may be considered for adjusted after the initial two (2) year agreement; however the adjustment may not exceed more than five percent (S%) within any twelve (12) month period and will require written agreement of both parties. A newly revised Exhibit B must be submitted for approval. b. In addition, the CITY shall pay for reimbursable expenses invoiced at the actual cost of expenditures incurred by the CONSULTANT if provided in the SERVICE AUTHORIZATION as follows: (1) Actual expense of transportation and lodging in accordance with CITY policy in effect at the time of travel when traveling in connection with each SERVICE AUTHORIZATION, express courier charges, and permit fees paid for securing approval of authorities having jurisdiction over the project. (2) Actual expense of reproductions, of Drawings and Specifications including duplicate sets of the completion of each SERVICE AUTHORIZATION for the CITY'S review and approval. (3) Actual expenses of testing, laboratory services, and field equipment. (d) Actual expense of overtime work requiring higher than regular rates, when authorized by the CITY. (S) Actual expense of Auto Travel at the established CITY rate per mile for travel outside Palm Beach County. B. Subcontractual service shall be invoiced at the actual fees paid by the CONSULTANT, plus an additional ten percent (10%) of the cost of these services to compensate CONSULTANT, for the Page 12 of 30 City of Detray Beach General Engineering Consulting Services procuring and management of the sub-consultant, and for the other financial and administrative costs. Subcontractual services shall be approved by the CITY in writing prior to performance of the subcontractual work. C. Total Compensation (including, but not limited to compensation for sub-consultants) for all services and expenses shall not exceed the budget cost listed upon each SERVICE AUTHORIZATION, without written approval. D. If the CITY determines that any price for services, however calculated provided by the CONSULTANT, including profit, negotiated in connection with this AGREEMENT or any cost reimbursable under this AGREEMENT was increased by any significant sums because the CONSULTANT or any subcontractor furnished incomplete or inaccurate costs or pricing data, then such price or cost or profit shall be reduced accordingly and the SERVICE AUTHORIZATION shall be reduced accordingly and the SERVICE AUTHORIZATION shall be modified in writing to reflect such reduction. VIII.PAYMENT The CITY agrees that it will use its best effort to pay the CONSULTANT within thirty (30) calendar days from presentation of the CONSULTANT'S itemized report and invoice and approval of the CITY'S representative, unless additional time for processing is required for payments for basic services, subcontractual services, and reimbursable expenses as defined in Section VII. The CONSULTANT shall submit monthly invoices, as required in the SERVICE AUTHORIZATION, which shall include a report of work completed during the respective invoice period. Invoices shall be in a format consistent with that shown in Exhibit C. The report shall be adequate in detail to describe work progress (% complete for each task) and written summaries of work completed. No payment request shall exceed the value of work and services performed by the CONSULTANT under the SERVICE AUTHORIZATION. IX. MISCELLANEOUS PROVISIONS A. Ownership Documents: All reproducible mylar drawings and CADD disks in a format compatible with CITY'S Computer system shall be given to the CITY. Details, design calculations, and all other documents and plans that result from the CONSULTANT'S SERVICES under this AGREEMENT shall become and remain the property of the CITY, including copyright rights, whether the project is completed or not, and will be delivered to the CITY upon demand. CONSULTANT reserves the right to retain a copy of all such documents for record purposes. Where such documents are required to be filed with governmental agencies, the CONSULTANT will famish copies to the CITY upon request. The contract work is represented by hard copy documentation; software, is provided to the CITY for convenience only. B. Copies of Documents: The CONSULTANT shall prepare sufficient copies of all documents necessary to obtain approval through the City's processes, as well as other governmental authorities.. The CITY acknowledges that the materials cited in Paragraph IX A. and other data provided in connection Page 13 of 30 City of Delray Beach General Engineering Consulting Services with this Agreement which are provided by the CONSULTANT are not intended for use in connection with any project other than the project for which such materials are prepared. Any use by the CITY of such materials in connection with a project other than that for which such materials were prepared without prior written consent and adaptation by the CONSULTANT shall be at the CITY'S sole risk, and the CONSULTANT shall have no responsibility or liability therefore. C. Insurance: Without limiting any of the other obligations or liabilities of the CONSULTANT, the CONSULTANT shall, at his own expense, provide and maintain in force, until all of its services to be performed under this AGREEMENT have been completed and accepted by the CITY (or for such duration as it otherwise specified hereinafter), the following insurance coverages: 1. Worker's Compensation Insurance to apply to all of the CONSULTANT'S employees in compliance with the "Worker's Compensation Law" of the State of Florida and all applicable Federal Laws. A.Employer's Liability with limits of$100,000 per person, $500,000 per occurrence and $100,000 per each disease. 2. Comprehensive General Liability with minimum limits of one million dollars ($1,000,000.00) per occurrence combined single limit for Bodily Injury Liability and Property Damage Liability. Coverage must be afforded on a form no more restrictive than the latest edition of the Comprehensive General Liability policy, without restrictive endorsements other than ISO Endorsement GL 2106 (Engineers,Architects, or Surveyors Professional Liability exclusion), as Filed by the Insurance Services Office and must include: a. Premises and/or Operations b. Independent Contractors c. Products and Completed Operations - CONSULTANTS shall maintain in force until at least three years after completion of all services required under this AGREEMENT, coverage for Products and Completed Operations, including Broad Form Property Damage. d. Broad Form Property Damage e. Contractual Coverage applicable to this specific AGREEMENT. f. Personal Injury Coverage with minimum limits of coverage equal to those required for Bodily Injury Liability. 3. Business Automobile Liability with minimum limits of three hundred thousand dollars ($300,000.00) per occurrence combined single limit for Bodily Injury Liability and Property Damage Liability. Coverage must be afforded on a form no more restrictive than the latest edition of the Business Automobile Liability policy, without restrictive endorsements, as fled by the Insurance Services Office and must include: Page 14 of 30 City of Delray Beach General Engineering Consulting Services a. Owned Vehicles b. Hired and Non-Owned Vehicles c. Employers'Non-Ownership 4. Professional Liability Insurance with minimum limits per occurrence applicable to CITY projects as follows: Construction Cost Range Limit a. 0 - 99,000 250,000 b. 100,000 - 299,000 500,000 c. 300,000 - 499,000 750,000 d. 500,000 -Above 1,000,000 Coverage shall be afforded on a form acceptable to the CITY. CONSULTANT shall maintain such professional liability insurance until at least one year after a Certificate of Occupancy is issued. CONSULTANT shall insure that sub-consultants used for any portion of the project,maintain adequate levels of Professional Liability Insurance. 5. Prior to commencement of services, the CONSULTANT shall provide to the CITY Certificates of Insurance evidencing the insurance coverage specified in the foregoing Paragraphs Cl, C2, C3, C4. All policies covered within subparagraphs Cl, C2, C3, C4, shall be endorsed to provide the CITY with thirty (30) days notice of cancellation and/or restriction. The CITY shall be named as an additional insured as to CONSULTANT'S liability on policies referenced in subparagraphs C2. The required Certificates of Insurance shall not only name the types of policies provided, but also shall refer specifi- cally to this AGREEMENT and section and to the above paragraphs in accordance with which insurance is being furnished, and shall state that such insurance is as required by such paragraphs of this AGREEMENT. The CONSULTANT shall also mare available to the CITY a certified copy of the professional liability insurance policy required by paragraph 4 above for the City's review. Upon request, the CONSULTANT shall provide copies of all other insurance policies. b. If the initial insurance policies required by this AGREEMENT expire prior to the completion of the services, renewal Certificates of Insurance of policies shall be furnished thirty (30) days prior to the date of their expiration. For Notice of Cancellation and/or Restriction; the policies must be endorsed to provide the CITY with thirty (30) days notice of cancellation and/or restriction. 7. The CONSULTANT'S insurance, including that applicable to the CITY as an Additional Insured, shall apply on a primary basis. D. Litigation Services: It is understood and agreed that CONSULTANT'S services include reasonable participation in litigation or dispute resolution arising from this AGREEMENT. CONSULTANTS participation shall include up to 30 hours of services related to litigation or dispute resolution. Any such services in excess of 30 hours shall be an extra service. Page 15 of 30 City of Delray Beach General Engineering Consulting Services E. Authority to Contract: The CITY represents that it is a Florida Municipal Corporation with the authority to engage the CONSULTANT for professional services described in the SERVICE AUTHORIZATIONS and to accept the obligation for payment for the services described in the SERVICE AUTHOR- IZATIONS. F. Assignment: The CITY and the CONSULTANT each binds itself and its successors, legal representatives, and assigns to the other party to this AGREEMENT and to the partners, successors, legal representatives, and assigns of such other party, in respect to all covenants of this AGREEMENT subject to budget considerations and requirements of law; and, neither the CITY nor the CONSULTANT will assign or transfer their interest in this AGREEMENT without the written consent of the other. G. Confidential Information: During all times that the CONSULTANT is employed on behalf of the CITY and at all times subsequent to the date of this contract, all discussions between the CITY and the CONSULTANT and all information developed or work products produced by the CONSULTANT during its employment and all matters relevant to the business of the CITY not otherwise being a matter of public record shall be deemed to be confidential. All such information and work product shall be protected by the CONSULTANT and shall not be revealed to other persons without the express written permission of the CITY, unless mandated by order of the court. H. Non-Exclusive Contract: The CITY reserves the right to award projects to other firms pursuant to the Florida Statutes Consultant's Competitive Negotiations Act during the period of service of the CONSULTANT. The CONSULTANT agrees to cooperate with the CITY and other firms in accomplishing work that may require joint efforts to accomplish the CITY'S goals. This cooperation, when requested by the CITY, will include but not be limited to: 1. Sharing technical information developed under contract with the CITY. 2. Joint meetings for project coordination. 3. Establish lines of communication. I. Subconsultants: In the event the CONSULTANT, during the course of the work under this AGREEMENT requires the services of any subcontractors or other professional associates in connection with Page 16 of 30 City of Delray Beach General Engineering Consulting Services services covered by this AGREEMENT, CONSULTANT must secure the prior written approval of the CITY. J. Notices: Whenever either parry desires to give notice unto the other, it must be given by written notice, sent by registered United States mail, with return receipt requested, addressed to the party for whom it is intended at the place last written, as the place for giving of notice in compliance with the provisions of this paragraph. For the present, the parties designate the following as the respective places of giving of notice to wit: CITY of Delray Beach CITY MANAGER City of Delray Beach, Florida 100 NW 1 st Avenue Delray Beach, Florida 33444 CONSULTANT K. Attachments: Request for Qualifications is hereby incorporated within and made an integral part of this AGREEMENT. L. Truth-In-Negotiation Certificate: Signature of this AGREEMENT by CONSULTANT shall act as the execution of a truth in negotiation certificate stating that wage rates and other factual unit costs supporting the compensation of this AGREEMENT are accurate, complete, and current. The original contract price and any additions thereto shall be adjusted to exclude any significant sums by which the CITY determines the contract price was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit costs. M. Records: Page 17 of 30 City of Delray Beach General Engineering Consulting Services Records of all expenses relative to each SERVICE AUTHORIZATION shall be kept on a generally recognized accounting basis and shall be available to the CITY or its authorized representative at mutually convenient times. N. Personnel: The CONSULTANT represents that it has or will secure, at its own expense, qualified personnel required in performing the services under this AGREEMENT. All work shall be performed under the direction of a professional, registered under the State of Florida in the field for which he is responsible for performing such services. The project manager shall be approved by the CITY under each SERVICE AUTHORIZATION. Key project personnel will be identified for each project and expected to perform the work assignment as can reasonably be expected. O. Equal Opportunity Employment: CONSULTANT agrees that it will not discriminate against any employee or applicant for employment for work under this Agreement because of race, color, religion, sex, age or national origin. Such action shall include, but not be limited to the following: employment, upgrading, demotion or transfer; recruitment advertising; lay-off or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The CONSULTANT agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth this non-discrimination clause. This provision applies to all CONSULTANT'S subcontractors and it is the responsibility of CONSULTANT to ensure subcontractor's compliance. P. Prohibition Against Contingent Fees: The CONSULTANT warrants that he has not employed or retained any company or person, other than a bona fide employee working solely for the CONSULTANT, to solicit or secure this AGREEMENT, and that he has not paid or agreed to pay any persons, company, corporation, individual or firm, other than a bona fide employee working solely for the CONSULTANT any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award or making of this AGREEMENT. Q. Termination: This AGREEMENT may be terminated by either party by seven (7) calendar days prior written notice, in the event of substantial failure to perform in accordance with the terms hereof by the other party through no fault of the terminating party. The CITY shall have the right to terminate this AGREEMENT for convenience at any time by thirty (30) calendar days written notice to the consultant. In the event the project described in any SERVICE AUTHORIZATION, or the services of the CONSULTANT called for under any SERVICE AUTHORIZATION, is or are suspended, canceled, or abandoned by the CITY, the CONSULTANT shall be given five days prior written notice of such action and shall be compensated for the professional services provided and reimbursable expenses incurred up to the date of suspension, cancellation or abandonment. The CONSULTANT agrees to provide all documents to the CITY (specifically those referenced in paragraph IX.A. Further,prior to the CONSULTANT'S destruction of any of the above referenced documents, the CITY shall be notified and allowed a reasonable period to Page 18 of 30 City of Delray Beach General Engineering Consulting Services gain access to and make copies of any such documents. Upon any termination of this AGREEMENT, the CONSULTANT agrees that it shall use its best efforts to work harmoniously with any successor who enters an AGREEMENT to provide services for the CITY in order to provide for a smooth transition period. R. Indemnification: In consideration of ten dollars ($10.00) and other valuable consideration, the CONSULTANT will at all times indemnify, save and hold harmless and defend the CITY, its officers, agents (the term agents shall not include the contractor(s), any subcontractors, any materialmen or others who have been retained by the City or Contractor, or materialmen to supply goods or services to the project) and employees, from and against all liability, any claim, demand, damage, loss, expense or cause of action and costs (including attorney's fees at trial or appellate levels) arising out of error, omission, or negligent act of CONSULTANT, its agents, servants or employees in the performance of services under this agreement. The CONSULTANT further agrees to indemnify, hold harmless and defend the City,its officers, agents and employees from and against any claim, demand or cause of action arising out of any negligence or misconduct of CONSULTANT for which the City, its agents, servants or employees are alleged to be liable. The indemnification's contained herein shall survive the expiration or earlier termination of this Agreement. Nothing in this AGREEMENT shall be deemed to affect the rights, privileges and immunities of the CITY as set forth in Florida Statutes 768.28. S. Interest of the Consultant: The CONSULTANT covenants that it presently has no interest and shall not acquire any interest, direct or indirect, in any Project to which this AGREEMENT pertains or any other interest which would conflict in any manner or degree with the performance of its services hereunder. The CONSULTANT further covenants that in the performance of this AGREEMENT, no person having such interest shall be employed. T. Compliance with Laws: a. The CONSULTANT shall comply with the applicable requirements of State and applicable County laws and all Codes and Ordinances of the CITY OF DELRAY BEACH as amended from time to time, and that exist at the time of building permit issuance. b. For SERVICE AUTHORIZATIONS involving work under Federal or State Grantors or Approving Agencies, the CITY and the CONSULTANT shall review and approve the applicable required provisions or any other supplemental provisions as may be included in each SERVICE AUTHORIZATIONS. Page 19 of 30 City of Delray Beach General Engineering Consulting Services U. Jurisdiction; Venue: The CONSULTANT hereby covenants, consents and yields to the jurisdiction of the State Civil Courts of Palm Beach County, Florida. Any dispute between CONSULTANT and the CITY shall be governed by the laws of Florida with venue in Palm Beach County. V. Internal Dispute Between Owner and Consultant: The City Manager shall be the final decision maker regarding internal disputes between CITY and CONSULTANT. W. Extent of Agreement: This AGREEMENT represents the entire integrated AGREEMENT between the CITY and the CONSULTANT and supersedes all prior negotiations, representations or AGREEMENTS, written or oral. This AGREEMENT does not entitle the CONSULTANT to receive any fee unless first being issued a Service Authorization. This AGREEMENT does not provide that a CONSULTANT is entitled to receive any Service Authorization. This AGREEMENT may not be amended, changed, modified, or otherwise altered in any way, at any time after the execution hereof, except by approval of the CITY Commission. This AGREEMENT applies only to those projects that are on the CITY'S Capital Improvement Plan (CIP), attached hereto as Exhibit"D". The CITY is not required to issue any Service Authorizations to CONSULTANT for any projects listed on the CIP. Page 20 of 30 City of Delray Beach General Engineering Consulting Services IN WITNESS WHEREOF, the CITY has caused these presents to be executed in its name by its Mayor, .and attested and its official Seal to be hereunto affixed by its CITY Clerk, and the CONSULTANT has hereunto set its hand and Seal the day and year first written above. CI Y OF ELRAY BEA H, fNORIDA By: AYOR ATTEST: City Clerk Approved as to Form: CITY Attorney ONS TA p v� Witness Title: 7 � � Name Printed Jac, (Seal) _ r ._. Witness Name Printed Page 21 of 30 City of Delray Beach General Engineering Consulting Services ACKNOWLEDGEMENT IF CORPORATION State of Florida County of Palm Beach BEFORE ME, the foregoing instrument, this day of �( �,� 20 L� was acknowledged by on behalf of the Corporation and said person executed the same freely and voluntarily for the purpose therein expressed. WITNESS my hand and seal in the County and State aforesaid this . day of 20 0 r tart'Public {SE EEN R.FONTA4�4E Commission Expires: ltl1z- KA'fNL :*_ °� MY COMMIS5kt7N�gl)784692 :ar€ EXPIRES:Seplember 1,2612 %T ...... BondadThru N01ary Pubrc Und—Gr"ters ACKNOWLEDGEMENT IF AN INDIVIDUAL State of Florida County of Palm Beach I HEREBY CERTIFY that on this date before me, an officer duly authorized in the state and county named above to take acknowledgments, personally appeared , known to me to be the person in and who executed the foregoing instrument, and acknowledged before me that he/she executed the same. SWORN TO AND SUBSCRIBED before me this day of , 200 . Notary Public My Commission Expires: Page 22 of 30 City of Delray Beach General Engineering Consulting Services ACKNOWLEDGEMENT IF A PARTNERSHIP State of Florida County of Palm Beach I HEREBY CERTIFY that on this date before me, an officer duly authorized in the state and county named above to take acknowledgments, personally appeared known to me to be the person in and who executed the foregoing instrument as a partner of , a partnership. He/She acknowledged before that he/she executed the same as the act and deed of said partnership for the uses and purposes therein mentioned. SWORN TO AND SUBSCRIBED before me this day of , 200_. Notary Public My Commission Expires: Page 23 of 30 City of Delray Beach General Engineering Consulting Services EXHIBIT A(SAMPLE) CONSULTING SERVICE AUTHORIZATION DATE: CONSULTANT: SERVICE AUTHORIZATION NO. FOR CONSULTING SERVICES CITY P.O. NO. CITY EXPENSE CODE CITY PROJECT NO. CONSULTANT PROJECT NO. TITLE: This Service Authorization, when executed, shall be incorporated in and shall become an integral part of the "Agreement for General Consulting Engineering Services" Contract. I. PROJECT DESCRIPTION II. SCOPE OF SERVICES Phase I—Study and Report Phase Phase II---Preliminary Design Phase Phase III—Final Design Phase Phase IV—Bidding/Negotiating Phase Phase V—Construction Administration Other--Permitting Other— Surveying Other—Geotechnical Other Field Verification III. TIME OF PERFORMANCE W. COMPENSATION Engineering Services Estimated Fees Phase I—Study and Report Phase $ Phase II—Preliminary Design Phase $ Phase III—Final Design Phase $ Phase N—Bidding/Negotiating Phase $ Phase V—Construction Administration $ Other—Permitting $ Other—Surveying $ Other—Geotechnical $ Other—Field Verification $ Out-of-Pocket Expenses $ Total Project Cost $ Notes: Out-of-Pocket Expenses include the following:printing/reproduction/postage. Page 24 of 30 City of Delray Beach General Engineering Consulting Services .'his service authorization is approved contingent upon the City's acceptance of and satisfaction with the completion of the services rendered in the previous phase or as encompassed by the previous service authorization. If the City in its sole discretion is unsatisfied with the services provided in the previous phase or service authorization, the City may terminate the contract without incurring any further liability. The CONSULTANT may commence work on any service authorization approved by the City to be included as part of the contract without a further notice to proceed. Approved by: CITY OF DELRAY BEACH: CONSULTANT: Date Date By: Mayor (Seal) Witness (Signature) Witness (Printed) Attest: Approved as to Legal Sufficiency City Attorney BEFORE ME,the foregoing instrument,this day of , 201_, was acknowledged by on behalf of the Corporation , and said person executed the same free and voluntarily for the purpose there-in expressed. Witness my hand and seal in the County and State aforesaid this day of , 201 Notary Public State of Florida My Commission Expires: Page 25 of 30 EXHIBIT B Raw Salary Raw Salary Hourly Rates Hourly Rates With Overhead Factor Employer Category Professionals-(Engineers,Architects, Planners, Economists, Scientists, Hydrologists, Hydrogeolo gists, Geologists, etc.) Principal Engineer 68.27 204.81 Senior Project Manager 54.81 164.43 Project Manager 47.11 141.33 Senior Project Engineer 41.70 125.10 Project Engineer 34.41 103.23 Engineer 29.95 89.85 Field Engineer 37.50 112.50 Environmental Scientist 39.67 119.01 Engineer Intern 22.72 68.16 Technicians-(Drafters, Graphic Artists, Computer, Surveyors, Cartographics, Construction Inspectors, etc.) Principal Surveyor 68.27 204.81 Senior Professional Surveyor 50.82 152.46 Professional Surveyor 38.48 115.44 Surveyor/Technician 31.25 93.75 CARD Technician (Drafter) 25.48 76.44 2 Man Survey Crew 33.33 120.00 3 Man Survey Crew 50.00 150.00 Hydrographic/Bathymetric Crew 108.33 325.00 Graphic Artist 21.19 63.57 Office Support Administrative 21.75 65.25 OWGI Wantman Group,Inc. Engl-mg-s-ying-Envilonmantoly Plonning City of Delray Beach General Engineering Consulting Services EXHIBIT C CONSULTING SERVICES INVOICE FORMAT Bill I To; City of Defray.Beach Invoice#' 434 S..Sucnto:n Ave. Delray Beac0; FL 33444 Invoice Date: Service Auth,# Iternit To: City Purchase Order:# City Project NuMber: City Project Title: For Professional'Services for Period Ending: Project Status Summarf Paragraph(Description of Services Provided): Insert Status Summary/Description of Services LABOR Class Name Rate Hours Amount Principal $0.00 Sr.Engineer $. 0.00 Engineer $.0.00 Cadd Designer $0.00 Sr.Engineering Tech $0:00 Sr..Inspector $0.00 Clerical, $07.00 Subtotal Labor $07:00 SUBCONSULTANTS (Must attach copies of backup.invoices) Amount Insert Name.of Subconsultant $.0:0.0 Insert Name.o€Subconsultant $07:00 Subtotal Subconsultants $0..00 REIIVIBURSABLE/OUT-OF POOCKE'T_EXPENSCS (Must attach copies of backup) Amount Postage. $0.00 Printing $0:00 Subtotal Expenses $07;00. TOTAL AMOUNT C?UL THIS INVOII~f': $0.00 Page 1 of 3 Page 27 of 3 0 City of Defray Beach General Engineering Consulting Services EXHIBIT C (page 2) Bill To: City of Delray Beach Invo to## 434 5.SWinton Ave. Delray Beach,FL 33444 Invoice hate, Service Auth:4 _ Remit To City Purchase Orden# City.Project Number:, City Project Title: For Professional Services for Period Ending: i COST SUMMARY (Must match cost breakdown in Service Authorization) Phase or Task Number Phase or Task Description Amount Phase i or Task! (insert Description of Phase or Task). Contract Amount $0;()0 Amount Earned This Period $0.00 Amount Previously Earned $0.00: . Amount Rernuining $0.00 Phase 11 or Task.2 (Insert Description of'Phase or Task) Contract Amount $0;00 Amount Earned This Period $0.00 Amount Previously Earned $6.0.0 Amount Remaining $0=00. Phase Ill.or Task 3 (Insert Description of Phase or Task) Contract Amount. A nount Earned;This Period $0:40 Amount.Previously Earned $0:00 mount Rernaining $0.00 Phase IV or Task.4 (Insert Description..ofPhase or Task) Contract Amount $0.00 Amount Earned This Period $-0.00 Amount Previously Earned $0.00 Amount Remaining $0.00 Phase V or Task 5 (Insert Description of Phase or Task) Contract Amount $0..00 Amount.Earned This Period $0.00 Amount Previously Earned Amount:Remaining Page 2 of 3 Page 28 of 30 City of Delray Beach General Engineering Consulting Services EXHIBIT C (page 3) 8ili"To: City of Delray Beach invoice# 4$4 S,Swinton Ave. Delray Be;ach.,FL 13444 Invoice Date: Service Auth.# Remit4.o: city Purchase Order# City Project Number: City Project Title.: For Pro.fessionaf 5ervices for Period Ending: Phase or Task Number. Phase or Task Description Amount Phase VI or Task 6 (Insert Description of Phase or Task). Contract Amount $0,00 Amount Earned This Period $0.00 Amount Previously Earned $0.00 Amount Remaining Phase VII or Task 7 (Insert Description of Phase or Task) Contract Amount %00. Amount Earned This Period $0.40' Amount PrevioWy Earned $.0,00 Amount Remaining_ $O.00 Phase Vili or Task S (Insert Description of Phase or Task) Contract Amount $0.00 Amount Earned This Period $0.00 Amount Previously Earned $0.00 Amount Remaining $0.00 TOTAL CONTRACT COSTS Total Contract Amount $0.00 Total Amount Earned This Period $0.00 Total Amount Previously Earned $0.00 Total Amount Remaining Page.3 of 3 Page 29 of 30 City of Delray Beach General Engineering Consulting Services THIS PAGE INTENTIONALLY LEFT BLANK Page 30 of 30 '�� CERTIFICATE OF LIABILITY INSURANCE �i�8��fl1�' THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Kristen Davidson NAME: Grayling Insurance Brokerage PHONE (770}552-4225 Ac No (866}550-4082 450 Northridge Parkway -MAIL .jerry.noyola@greyling.com Suite 102 INSURERS AFFORDING COVERAGE NAIC# Atlanta GA 30350 INSURERA:Charter Oak Fire Insurace Co. 25615 INSURED INSURERB:Travelerfi Property Casualty 25674 Wantman Group, Inc. INSURERC:Travelers Indemnity Company of 25666 2035 Vista Parkway INSURERD:Travelers Indemnity Co!Many 2565$ Suite 100 INSURERE;Liherty Insurance Underwriters 19917 West Palm Beach FL 33411 INSURER F: COVERAGES CERTIFICATE NUMBER.13-14 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CE=RTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, E=XCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. IR TYPE OF INSURANCE AAPL 6068 POLICY NUMBER MM DDfYYYY POLICY IDD EXP LTR lYYYY LIMITS LT GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 _b7A�AAGE TO PCOM MERCIAL GENERAL LIABILITY PREMISES Ea olccurrenre $ 1,000,000 A CLAIMS-MADE FTOCCUR 660 10623193 9/18/2013 /18/2014 MEDEXP(An one person) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLE=S PER! PRODUCTS-COMPIOP AGG $ 2,000,000 POLICY X PRO LOC $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ 11000,000 B X ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BA 10623902 9/18/2013 9/18/2014 BODILY INJURY(Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS Per accident X UMBRELLA LIAR X OCCUR EACH OCCURRENCE $ 5,000,000 D EXCESS LIAR CLAIMS-MADE AGGREGATE $ 5,000,000 DED I X RETENTION$ 10,000 CUP 3947T960 9/18/2013 /18/2014 $ C WORKERS COMPENSATION X WC STATU- OTH- AND EMPLOYERS'LIABILITY YIN TORY LIMITS FR ANY PROPRIETORIPARTNEPJEXECUTlVE[ N f A E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? 3g47T947 (Mandatory in NH) 9/18/2013 9/18/2014 E.L.DISEASE-EA EMPLOYEE $ 1,000r000 If yes,describe under DESCRIPTION OF OPERATIONS below F.L.DISEASE-POLICY LIMIT $ 1,000,00_0 E Professional Liability E200407-0113 9/18/2013 9/18/2014 per Claim $2,000,000 Aggregate $4,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if more space is required) Re: General Engineering Consulting Services. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Delray Beach ACCORDANCE WITH THE POLICY PROVISIONS. 434 South Swinton Avenue Delray Beach, FL 33444 AUTHORIZED REPRESENTATIVE David Collings/JERRY ACORD 25(2010/05) ©1988-2010 ACORD CORPORATION. All rights reserved. IN S026(201005).01 The ACORD name and logo are registered marks of ACORD y of OR 0 OR 0 OR OR OR 0 OR of it 0 Of 0 OR it it OR 0 OR OR OR of it it 0 of v o o Cl o o Ca C; Ca o 0 CD CD o Q Q Cl Q o 0 o CD CD 0 0 0 0 0 CD 0 y C7 Q Q Q Q Q Cl CD Cl CD CD O o o CD CD C7 C7 Q a Q Q C] Ca Q Q Ca CS p L U C O co m U) m m r Q LD ri 00 of m N 0) n 00 LI) m r-I N CD o W e-t CA m AT L Q C] C7 m o d cD no m n m iv ri m ri of ry m lD o " C] ri n L� r-� ct 0') eri In AT Sri m r 00 r-1 o va Cn m o 00 Ln At � t9 o m W Ln o r1 CAF CD m rat O n n of N o0 CC At m m un Cl') CD m of ri Ln m W n Q n n ri tD CC 11, n n N rd ri r-! 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It 74 n of C? o C? r� N QD Lr) 04 Or 14 Ll M CA IN O 0 �D of N 0 00 ri rH LD �Q IN Ln r� CA QD o 0 N LO LO N [ N cy ri ri cy ad 11 N rH r1 ri ri m ri m m 0 m an 0 ad UD rd lD zo L(1 of 0 0 0 Cr u7 w c� at r'n N 03 LCT o '! ll� at at r` at 0 0 0 (• N O no 0 k DD of N 0 00 r-i 1 UD 0 Ln ri Q) r- ON O� N W UD N n4 s-i c-H r-{ ri r7' -I N ad rI c-I r1 m cv L o v +„ U •L ac � !� L E no ? L � •� � L f6 � � � 7 � > U a Q3 � OJ L.LJ pJ � � T C> � •S= ('6 (,J [� CQ C1 M y to Ln U OL V7 0 u L i i t0 — L L W W E L Y.. Q L v M Q In E IV CL .0 (] T O (v L C •El N Cl1 LJ m O Q LL CC} M l/1 d W C.L. LCJ W d V1 D_ u) U N m C < < w MEMORANDUM W TO: Mayor and City Commissioners FROM: Randal L. Krejcarek, P.E., Environmental Services Director William A. Grieve, P.E., Assistant City Engineer Isaac Kovner, P.E., City Engineer THROUGH: Donald B. Cooper, City Manager DATE: December 29, 2014 SUBJECT: AGENDA ITEM 8.D.-REGULAR COMMISSION MEETING OF JANUARY 20,2015 AMENDMENT TO SERVICE AUTHORIZATION NO. 12-13.1/MATHEWS CONSULTING, INC./LAKE IDA DRAINAGE IMPROVEMENTS BACKGROUND The City of Delray Beach previously selected Mathews Consulting, Inc. to prepare Drainage plans for issues in the Lake Ida Area under Service Authorization No. 12-13. The Lake Ida Area Drainage Project will make improvements to the Lake Ida Area in order to address reported standing water issues after heavy rainfall events at a residence on N.W. 3rd Avenue, as well as address identified roadway ponding in the western areas of N.W. 12th Street near Lake Drive. In addition, water main (WM) construction/improvements are required at this time to address numerous reported issues/complaints of low water pressure and poor flow rates on N.W. 3rd Avenue between NW 11th Street to the north end of NW 3rd Avenue. The existing two (2) inch WM will be replaced with an eight(8) inch WM. It is in the City's best interest to construct the water main improvements at the same time as the proposed drainage improvements. Therefore, this Service Authorization to Mathews Consulting Inc. includes design, permitting and bidding services relating to the water main scope of work. The City utilized engineering consultants retained via RFQ #2012-06 for our Capital Improvement Program as well as for other smaller projects that arise during the course of the fiscal year. Mathews Consulting, Inc. is retained by the City via RFQ #2012-06 (City Project #12-057). The original agreement, with Mathews Consulting Inc., was executed on January 24, 2012. An Amendment was executed in January 2014 extending the agreement through January 2015. The recommendation for award is in compliance with Code of Ordinances, Chapter 36 "Acquisition of Goods and Services and Disposal of City Property", Section 36.02 "Methods of Acquisition" (C) "Direct Acquisition Method" (3) "Professional Services". Fiscal year expenditures with Mathews Consulting, Inc. will exceed $25,000. This amount of spending requires Commission approval under Code Section 36.03(B), "Multiple acquisitions from Vendor Exceeding $25,000 in Any Fiscal Year". Copies of the Service Authorization and project Location Map are attached for review. DISCUSSION Consider approval of a Service Authorization No. 12-13.1 with Mathews Consulting Inc. in the amount of$14,911.00 for professional design services (RFQ #2012-06) related to water main improvements in conjunction with the Lake Ida Drainage Improvements Project (Project No. 13-072). This Service Authorization includes design, permitting and bidding services. TIMING OF THE REQUEST The timing of this request is of high importance, as the rainy season is quickly approaching and the drainage work can not be finalized until this work is incorporated into the project. FUNDING SOURCE Funding is available from account# 442-5178-536-65.98 (after budget transfer) RECOMMENDATION By motion, approve Service Authorization No. 12-13.1 with Mathews Consulting Inc. in the amount of $14,911.00 related to Project No. 13-072. CITY OF DELRAY BEACH CONSULTING SERVICE AUTHORIZATION DATE: SERVICE AUTHORIZATION NO. 12-13.1 FOR CONSULTING SERVICES CITY P.O.NO. 698442 CITY EXPENSE CODE: CITY PROJECT NO. 13-072 MATHEWS CONSULT. PROJECT NO. 1760 TITLE: Lake Ida Drainage Improvements This Amendment No. 1, when executed, shall be incorporated in and shall become an integral part of Consulting Service Authorization No, 12-13.1. TITLE: Agreement for General Consulting Services_ L PROJECT DESCRIPTION This Amendment No. 1 provides engineering services for additional design components that were added to the project area. The additional work is required to upsize existing 21/2 -inch water mains along NW 3rd Avenue. The additional project components consist of: • Water Main replacement (approximately 400 LF of 8" WM) along NW 3rd Avenue from NW 12th Street to NW 11th Street. Connections will be made to the existing 8" water main on NW 3rd Avenue and NW 11th Street using wet taps or cut-in-sleeves and line stops. • Water Main replacement (approximately 500 LF of 6"/8" WM) along NW 3rd Avenue from Grove Way to end of street. Connection will be made to the existing 8" water main on NW 3rd Avenue using wet tap or cut-in-sleeve and line stop. • Approximately twelve (12) water services will be to be reconnected. • Roadway restoration will only consist of pavement trench repair and mill & overlay. • The existing 2 '/2 -inch water mains in the project area will be removed if located in the grass area or if located within 3-ft. of the new water main pavement trench. The existing water mains will be abandoned in place if located in the roadway and more than 3-ft. from the new water main pavement trench. • Provide swales. Lake Ida Drainage-Amendmentl Contract 11/04/14 1 II. SCOPE OF SERVICES Phase I—Study and Report Phase Not Applicable. Phase II—Preliminary Design Phase Not Applicable. Phase III—Final DesiLyn Phase Consultant shall provide final design phase services in accordance with Article III.0 of the Agreement for Engineering Services with the City, dated January 24, 2012. 1. Field Investigation: Field reconnaissance of the proposed pipeline alignment shall be performed. Photograph log walk-through will be included. In addition, potential underground existing utilities will be identified. 2. Utility Coordination: Coordination with utility agencies (electric, phone, gas, and cable TV) shall be performed to collect record information. This Subtask includes reconciling apparent discrepancies between record information and existing photographic and field-verification information. 3. Design Drawings: Consultant shall prepare construction drawings which shall include: cover sheet, general notes, civil plan/profile drawings, and detail sheets conforming to the requirements of the current City of Delray Beach Minimum Construction Standards. The drawing scale shall be 1" — 20' for plan and 1" = 2' for profile. Consultant shall prepare the engineering design elements on topographic survey information prepared by Consultant's surveyor using AutoCAD Release 2012 format and available As-Built Drawings. Consultant shall coordinate with the City in order to design the proposed reclaimed water transmission/distribution piping in accordance with the requirements and design standards of the City. Drawings(two copies) shall be submitted for City review at 100% Stages.. 4. Specifications: Contract documents consisting of "front-end" documents and technical specifications shall be prepared and shall conform to City of Delray Beach Standards and the FDOT Standard Specifications for road and bridge work. Specifications (two copies) shall be submitted for_City review at the 100% stages. 5. Cost Estimate: At the 100% stages, Consultant shall prepare a detailed opinion of probable construction cost based upon the level of design drawings and specifications approved by the City. The cost opinion shall reflect changes in general scope, extent or character of design requirements incorporated during the various design review stages. Opinion of probable construction cost(two copies) shall be submitted for City review at the 100% stages. Lake Ida Drainage-Amendment I Contract 11/04/14 2 7. QA/QC: Consultant shall provide internal QA/QC reviews on the 75% and 100% Design Documents (e.g. drawings, specifications and cost estimates). Other—Permitting The water main work will require a water main permit that will be submitted to the PBCHD. Other— Survey Consultant shall furnish the services of a professional surveyor to provide survey services consisting of field topography and horizontal locations referenced by baseline stationing. The control will be referenced from the Palm Beach Count Control Network which is the North American Datum of 1983 and the 1990 adjustment for horizontal control and the National Geodetic Vertical Datum of 1929 for vertical control. All existing facilities and utilities within the established project limits will be referenced by baseline station with an offset distance (left or right) from baseline for the project and will include the following: 1. Topography survey at 50-foot intervals and at major ground elevation changes to depict existing ground profile at proposed project area. This shall be accomplished by creating a baseline in the field to collect pertinent data which shall include the following: a. Location of all visible fixed improvements within the project limits, including physical objects, roadway pavement, railway tracks, canals, driveways, sidewalks, curb, trees, signs, fences, power poles, buildings, and other encumbrances, including point of curvature and point of tangency. b. Location of all known above and below ground existing utilities: FP&L, BellSouth, Cable TV,Natural Gas, Potable Water(pipe diameter, TOP, valves, fire hydrants, and meters), Reclaimed Water Mains (pipe diameter, TOP and valves), Force Mains (pipe diameter, TOP, and valves), Sanitary Sewer (pipe diameter, manhole inverts and direction, rim elevations, laterals, and clean-outs), Storm Sewers (pipe diameter, manhole inverts and direction, catch basins, and rim/grate elevations), and all other accessible structures. This will include coordination with Sunshine and City of Delray Beach. Underground piping shall be pot-holed by City in a timely fashion. C. Identify platted rights-of-way (including bearing and distances for centerline), lot numbers, house address, ownership lines, block numbers and dedicated easements. d. Elevations shall be indicated every 50 feet, at a minimum, to indicate centerline grades, edge of pavement grades, and shoulder grades, low points, railway ditch bottoms, and all right-of-way lines. Intermediate grades shall be indicated at all grade breaks, driveways and sidewalks. Sufficient grades shall be indicated on the driveways and parking areas to indicate direction of grade. Lake Ida Drainage-Amendment)Contract 11/04/14 3 e. Provide and reference benchmarks at maximum 600-foot intervals. Elevations to be referenced to an existing established City or County Benchmark. • The above topographical survey data will be prepared in AutoCAD (Version 2012) format at a scale of I"=20', as one continuous file. The City of Delray Beach standard layering system shall be followed. Other—Field Verification Consultant shall furnish the services of a professional underground services company to provide underground field locations of affected existing utilities. The work shall consist of measuring and recording the approximate horizontal location of affected utilities within the project limits. It is anticipated that approximately twelve (12) utility locations will need to be pot-holed. III. TIME OF PERFORMANCE The work will add an additional forty-five (45) calendar days to the design and permitting time- frame. VI. COMPENSATION The compensation for services provided shall be billed on an hourly basis plus reimbursable expenses for each phase of work in accordance with Article VII, Method II, up to the following not to exceed cost for each phase. Refer to Attachment for budget summary. Engineering Services Estimated fees Phase III—Final Design Phase $ 5,721.00 Permitting $ 302.00 Surveying $ 5,015.00 Field Verification $ 3,853.00 Out-of-Pocket Expenses $ 100.0011) TOTAL PROJECT COST $ 14,911.00 Notes: (1)Out-of-Pocket Expenses include the following:printing/reproduction and postage. Lake Ida Drainage-Amendmentl Contract 11/04/14 4 This Service Authorization Amendment No. 1 is approved contingent upon the City's acceptance of and satisfaction of the completion of the services rendered in the previous phase whereas encompassed by the previous Service Authorization. If the City in its sole discretion is unsatisfied with the services provided in the previous phase or Service Authorization, the City may terminate the contract without incurring any further liability. The Consultant shall commence work upon City Commission approval and this Service Authorization Amendment No. 1 to be included as part of the contract without any further notice to proceed. Approve by: CITY OF DELRAY BEACH: MATHEWS CONSULTING, INC. Date: Date: Y — t s— Terrance Stewart, City Manager (Interim) David Mathews, P.E., Vice President C Witness Attest: Approved as to Legal Sufficiency and form STATE OF FLORIDA COUNTY OF PALM BEACH The foregoing instrument was acknowledged before me this day of 2014 by David Mathews, Vice President of Mathews Consulting, Inc., a Florida corporation, on behalf of the corporation. He/She is (personally known to met or (has pro uced identification), Florida Driver's License and (did/did not) take an oath. 6 Bn N„ yWN A P 4 MY COMMISSION#FF 168833 lhiA, a EXPIRES;October 15,2018 ignature of person t king Banded 7hru Notary Public Underwriters acknowledgement Lake Ida Drainage-AmendmentI Contract 11/04/14 5 U C C 3 O U L a V C) O Y 7 O O 11 !i [fT efi I O co ti- ON) ~p 0) 0) CO eT ti N° O N M c co LO m LO `r J 64 U)U3 69 S,U3 Uf n fR '. I I I V cn IN QI. N'M� ID ro Ec U to Y5 a�i 3 U> 2 rn C co C N v m 'C C r "r V Q N N E O O U r N (n � I m - I N o O 47 N C r CA C4 Ip, N `) c . O f/d Q iv m y m C ui N N c0 co � O � ti 2 E ti to N Q 3 N'rnV N rNrV � ' m ui as � � I LO C'4 CA N 0 U)(0 ta CE m 0 0 0 U ) LD i N i G I O U Uf C) C C a ,U O O C CD N N@ N LC N N C ' �q N �w!:a� N p O K T 0 y U C U p O C aj N Im O �'C w G) cn,C i(� L N •y'0 �'� .0 G m m C S O N N N F Y u T cA U C! m a a;a a n,a f6 t6 10 � F iL ai co ri m m m a U iL .J I.a;—j CO W'tn Q) _ t �a k J ' Q N.W. 17TH ST. N.W, 17TH ST. N-W. 17TH ST. z 1 I J LA KE DRIVE 16TH ST- I I I o z w wi N I z z G 4 N.W 15TH ST. I� l N.W. 14TH ST. I i Q � k � I z ; N.W. 3TH ST. II k L A K Qfiv P� ° f n A r N. J. ?LTl STREET T I � °� M rZrHST. N-W, 12TH ST- w z fl I� Z > C m Q N.W. 11TH ST. 0 z o z o z 3 I HISISC S LADE Q W a a 2 �n GGE N Wr. 9TH ST. Lj a Q a LAKE SH 3RE DRIVE I ° r ° w NX 8TH ST, }r 7 Z Q N S' y I N.W. 7TH ST. k O N T/ i o GARDENIA TERRACE ® CITY of DELRAY BEACH NW 3RD AVE DATE 12,3 0,2014 d ENVIRONMENTAL SERVICES DEPARTMENT LOCATION MAP aw 3RD AVE L°cunP 434 SOUTH SWWON AVE NUF-DE-RAY BEACH,FLOFiaA 33494 2013-072 1 OF 1 c'ri w MEMORANDUM W TO: Mayor and City Commissioners FROM: Planning and Zoning Department THROUGH: Donald B. Cooper, City Manager DATE: January 9, 2015 SUBJECT: AGENDA ITEM 8.E.-REGULAR COMMISSION MEETING OF JANUARY 20,2015 ACCEPTANCE OF A RIGHT OF WAY DEED/MINDFUL MANAGEMENT BACKGROUND The Right-of-Way Deed is associated with the Mindful Management project located on the west side of Pineapple Grove Way(NE 2nd Avenue) and 56 feet south of NE 3rd Street (280 &290 Pineapple Grove Way). At its meeting of August 13, 2014, the Site Plan Review and Appearance Board approved a Class V site plan application to convert the existing residential units to offices. As part of the site plan approval, the developer is required to dedicate 4 feet along the west side of the property to the existing 16-foot wide alley. The deed associated with this dedication is now before the City Commission for action. DISCUSSION The Mindful Management project included the dedication of 4 feet along the west side of the property to the City of Delray Beach for purposes of expanding and improving the alley. The addition of the 4 feet to the existing 16-foot alley will provide the required 20-foot total alley width per LDR Section 5.3.1(13)(2). Prior to certification of the site plan and issuance of the building permit the attached Right- of-Way Deed Agreement must be accepted by the City Commission. On August 13, 2014, the site plan was reviewed and approved by the Site Plan Review and Appearance Board. A full analysis of the proposed site plan is provided in the attached Site Plan Review and Appearance Board staff report. RECOMMENDATION Planning and Zoning staff recommends approval. Prepared by: RETURN: Noel Pfeffer,Esq. City Attorney's Office 200 N.W. 1st Avenue Delray Beach,Florida 33444 RIGHT-OF-WAY DEED THIS INDENTURE made this day of January, 2015, between 280 PGW, LLC, a Delaware limited liability company, with a mailing address of 8135 Lake Worth Road, Suite B, Lake Worth, Florida 33467, as party of the first part and the CITY OF DELRAY BEACH, FLORIDA, a Florida municipal corporation with a mailing address of 100 N.W. 1st Avenue, Delray Beach, Florida 33444, as party of the second part. WITNESSETH: That said party of the first part, for and in consideration of the mutual promises herein contained and other good and valuable consideration, does hereby grant, remise, release, quit claim and convey unto the party of the second part, its successors and assigns, all right, title, interest, claim and demand which the party of the first part has in and to the following-described land, situate, lying and being in the County of Palm Beach, State of Florida, to-wit: See Exhibit"A" attached hereto. This Deed is made for the purpose of giving and granting to the party of the second part, its successors and assigns, a right-of-way and easement in and to said lands for public highway, street, and public utility purposes and the maintenance thereof; and is made, executed and delivered with the express understanding and condition that should the same ever be discontinued or abandoned as a public highway or street, the title to same shall thereupon revert to and revest in the party of the first part or assigns, except that the easement for public utility purposes shall remain until released. That this right-of-way shall be subject only to those easements, restrictions, and reservation of record. The party of the first part agrees to provide for the release of any and all mortgages or liens encumbering this right-of-way. The party of the first part also agrees to erect no building or effect any other kind of construction or improvements upon the above-described property. Party of the first part does hereby fully warrant the title to said land and will defend the same against the lawful claims of all persons whomsoever claimed by, through or under it, that it has good right and lawful authority to grant the above-described right-of-way and that the same is unencumbered. Where the context of this Right-of-Way Deed allows or permits, the same shall include the successors or assigns of the parties. TO HAVE AND TO HOLD THE SAME, together with all and singular the appurtenances thereto belonging or in anywise incident or appertaining, and all the estate,right, title, interest, and claim whatsoever of the said party of the first part, in law or in equity to the only proper use, benefit, and behalf of the said party of the second part, its successors and assigns, IN WITNESS WHEREOF, said party of the first part has hereunto set their hand and seal the date first above written. Signed, sealed and delivered PARTY OF THE FIRST PART in the presence of-, 280 PGW LLC, a Delaware Iii ited liability company BY: Jeffrey echter,Manager (Name printed or typed) (Na printed or typed) 8135 Lake Worth Road, Suite B Lake Worth,Florida 33467 (Name pr Ued or t ped) STATE OF FLORIDA COUNTY OF PALM BEACH The foregoing instrument was acknowledged before me this -� day of December., 2014, by Jeffrey Pechter as Manager of 280 PGW LLC, a Delaware limited liability company who is personally known to me or has produced as identification. (SEAL) er4w MELISSA GAYLE Sign ary Public- My COMMISSION k EE854%4 State of Florida a E}a'[M:N—nba 29,2016 2 ATTEST: CITY OF DELRAY BEACH, FLORIDA By: City Clerk Cary Glickstein, Mayor Approved as to Legal Form: City Attorney 3 NOTES: 1. REPRODUCTIONS OF THIS SKETCH ARE NOT VALID UNLESS SEALED WITH AN EMBOSSED SURVEYOR'S SEAL. 2. SURVEY MAP OR THE COPIES THEREOF ARE NOT VALID WITHOUT THE SIGNATURE AND THE ORIGINAL RAISED SEAL OF A FLORIDA LICENSED PROFESSIONAL LAND SURVEYOR. 3. LANDS SHOWN HEREON ARE NOT ABSTRACTED FOR RIGHTS-OF-WAY, EASEMENTS, OWNERSHIP, OR OTHER INSTRUMENTS OF RECORD. 4. BEARINGS SHOWN HEREON ARE RELATIVE TO ASSUMED DATUM, 5. THE "DESCRIPTION" SHOWN HEREON WAS PREPARED BY THE SURVEYOR, 6. ADDITIONS OR DELETIONS TO SURVEY MAPS BY OTHER THAN THE SIGNING PARTY OR PARTIES IS PROHIBITED WITHOUT WRITTEN CONSENT OF THE SIGNING PARTY OR PARTIES. 7. DATA SHOWN HEREON WAS COMPILED FROM THE INSTRUMENT OF RECORD AND DOES NOT CONSTITUTE A BOUNDARY SURVEY AS SUCH. DESCRIPTION: THE WEST 4 FEET OF THE FOLLOWING DESCRIBED PROPERTY: THE NORTH 12.6 FEET OF LOT 21 AND ALL OF LOT 22, BLOCK 74, SUBDIVISION OF BLOCK 74 DELRAY, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 11, PAGE 12, OF THE PUBLIC RECORDS OF PALM BEACH COUNTY, FLORIDA. PCN: 12-43-46-16-01-074-0211 AND LOT 23, BLOCK 74, SUBDIVISION OF BLOCK 74 DELRAY, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 11, PAGE 12, OF THE PUBLIC RECORDS OF PALM BEACH COUNTY, FLORIDA. PCN: 12-43-46-16-01-074-0230 SAID LANDS SITUATE IN THE CITY OF DELRAY BEACH, PALM BEACH COUNTY, FLORIDA. SUBJECT TO EASEMENTS, RESTRICTIONS, RESERVATIONS, COVENANTS, AND RIGHTS-OF-WAY OF RECORD. CERTIFICATE: I HEREBY CERTIFY THAT THE ATTACHED SKETCH OF DESCRIPTION OF THE HEREON DESCRIBED PROPERTY IS TRUE AND CORRECT TO THE BEST OF MY KNOWLEDGE AND BELIEF AS SURVEYED UNDER MY DIRECTION ON NOVEMBER 3, 2014. 1 FURTHER CERTIFY THAT THIS SKETCH OF DESCRIPTION MEETS THE MINIMUM TECHNICAL STANDARDS SET FORTH IN CHAPTER 5J-17 ADOPTED BY THE FLORIDA BOARD OF SURVEYORS AND MAPPERS, PURSUANT TO FLORIDA STATUTES 472.027. ----------------------- JEFFREY R. WAGNER, P.L.S. REG. LAND SURVEYOR #5302 STATE OF FLORIDA - LB #3591 SHEET 1 OF 2 CAUL_FIEL_D & WHEELER, INC. DATE 11/3/14 CIVIL ENGINEERING LANDSCAPE ARCHITECTURE - SURVEYING DRAWN BY RW 7900 GLADES ROAD - SUITE 100 BOCA RATON, FLORIDA 33434 PHONE (560-392-1991 / FAX (561)-750-1452 F.B. PG. N/A LOTS 23, 22RA T AOFOR DEDICATION1. BLOCK 74 SCALE AS SHOWN SKETCH OF DESCRIPTION JOB NO. 4852 EXHIBIT NE 3rd STREET (SIGN) SUTTON STREET (PLAT) (50' RIGHT-OF-WAY) NORTH _ _ _ (P.B. 11, PG. 12) �'0 15 0 15 30 o CENTERLINE a NW CORNER OF BLOCK 74 cli (P.B. 11, PG. 12) to GRAPHIC SCALE (IN FEET) i LOT 1, BLOCK 74 SUED/NS/ON OF BLOCK 74 DELRAY LOT 24, BLOCK 74 j (P.B. 11, PG. 12) SUBD/NS/ON OF BLOCK 74 DELRAY (P.B. 11, PG. 12) 16' ALLEY S89'08145"E (P.B. 11, PG. 12) 4.00' N. LINE OF LOT 23 C) LOT 23, BLOCK 74 LOT 2, BLOCK 74 a . SUBD/NS/ON OF BLOCK 74 DELRAY SumwS/ON OF BLOCK 74 DELRA Y m (P.B. 11, PG. 12) 11, PG. 12) o N c l z � J 3 W O O BLOCK 74 O O LOT 22, BLOCK 74 LOT 3, SUBD/V1S/ON OF BLOCK 74 DELRA Y O O SUBD/VISION OF BLOCK 74 DELRAY (P.B. 11, PG. 12) 0( P.B. 11, PG. 12) Z V) S. LINE OF LOT 22 1 LOT 4, BLOCK 74 t N. LINE OF LOT 21 NORTH 12.60' SUBD/NS/ON OF BLOCK 74 DELRA Y OF LOT 21 (P.B. 11, PG 12) I t �� N 89 08 45 W 4.00' LOT 21, BLOCK 74 P.B. - PLAT BOOK PG. - PAGES SUBDMS/ON OF BLOCK 74 DELRAY ( (P.B. 11, PG. 12) P.O.B. - POINT OF BEGINNING P.O.C. - -POINT OF COMMENCEMENT _ _ _. ____SHEtT 2 OF 2 ...__............._. CAUL_FIEL_D & WHEELER, INC. DATE 11/3/14 CIVIL ENGINEERING LANDSCAPE ARCHITECTURE - SURVEYING DRAWN BY RW 0 7900 GLADES ROAD - SUITE 100 BOCA RATON, FLORIDA 33434 PHONE (561)-392-1991 / FAX (561)-750-11.52 F.B. PG. N/A LOTS 23, 22RA T�FOWA� DEDICATI0 1, BLOCK 74 SCALE AS SHOWN SKETCH OF DESCRIPTION 11 IJOB NO. 4852 SITE PLAN REVIEW AND APPEARANCE BOARD CITY OF DELRAY BEACH ---STAFF REPORT--- MEETING DATE: August 13, 2014 ITEM: Mindful Management — Class V Site Plan, Landscape Plan, Architectural Elevations, and Waiver Requests Associated with the Conversion of the Existing Residential Structures to 3,013 Square Feet of Office Floor Area. GENERAL DATA: z ' Owner/Applicant......—........... 280 PGW, LLC o`+w ".E. 5TH CT. Agent.......................................... Jon E. Schmidt & Associates ��Q N.E. 51-H ' ST. Location...................................... West side of NE 2nd Avenue, 56 feet south of NE T Street (280-290 NE 2nd Avenue). A o NZ 4TH s w Property Size.............................. 0.34 Acres - Future Land Use Map............... CC (Commercial Core) -. �.l f -- z — Current Zoning—, ............. CBD Central Business Q District) �a Adjacent Zoning................North: CBD (Central Business ST. N.E. 3RD sr. District) _ East: CBD (Central Business _ District) —Z South: CBD (Central Business _. District) o West: OSSHAD (Old School Square N Historic Arts District) - N.E. 2ND ST.f g ...... Vacant single family units Existing Land Use................ ; l 4 µ Proposed Land Use.................... Conversion of the dwelling rye. units to business office. - ------ -r Water Service............................. Existing on site. — Sewer Service............................. Existing on site. N.E. ,ST ST. � f f I� . IF�_"1' F1 D The action before the Board is approval of a Class V site plan request for Mindful Management pursuant to LDR Section 2.4.5(F). The request involves the following elements: O Site Plan; O Architectural Elevations; M Landscape Plan; and O Waivers. The property is located on the west side of Pineapple Grove Way (NE 2nd Avenue) and 56 feet south of NE 3rd Street (280 & 290 Pineapple Grove Way). REM A } The property consists of a portion of Lot 21 and all of Lots 22 and 23, Block 74 Town of Delray Beach subdivision and measures 0.34 acres. The property contains two residential units that were constructed in 1937 and 1954. At its meeting of May 10, 2006, the Site Plan Review and Appearance Board approved a Class V site plan. This approval included the removal of the existing residences and construction of a mixed use development that consisted of 9 dwelling units and 1,050 square feet of office. These improvements were never begun and the approval expired. At its meeting of August 5, 2014, the City Commission approved two in-lieu parking spaces associated with the proposed conversion from residential to non-residential. Per LDR Section 2.4.5fl(1)(a), new applications for development of vacant land, or for modification of a developed property when no valid site plan of record exists and which requires full review of Performance Standards found in Section 3.1.1. The proposed conversion from residential to office and resulting modifications to the property require a Class V site plan approval since no valid site plan of record exists for the property. The action now before the Board is approval of the site plan. The development proposal incorporates the following: ➢ Conversion of the residential property to office use. ➢ Demolition of 85 square feet of the northern building and 114 square feet from the southern building (porch) and enclosure of the 252 square foot carport of the southern building. The total net floor area of all three buildings will be 3,013 square feet. ➢ Elimination of the driveway and curb cut along Pineapple Grove Way for the southern building. Construction of a new parallel parking space along Pineapple Grove Way in the location of the eliminated driveway curb cut. ➢ Construction of a 3-space parking lot to the east of the northern building. ➢ Construction of 7 back out parking spaces along the alley. ➢ Construction of connecting sidewalks interior to the property. SPRAB Staff Report Class V Site Plan, Building Elevations, and Landscaping for Mindful Management Page 2 ➢ Installation of a bicycle rack. ➢ Installation and preservation of associated landscaping. The development proposal includes waivers to the following sections of the Land Development Regulations.- 1. LDR Section 4.6.9(D)(3)(b), which requires a 20-foot wide minimum driveway width. 2. LDR Section 4.4.13(F)(4)(f)(1), which requires that the 5-foot minimum front setback area be paved to match the adjacent public sidewalk along Pineapple Grove Way. 3. LDR Section 4.6.16(H)(3)(i), which requires that landscape islands contain a minimum of 135 square feet of planting area and a minimum width of nine feet, exclusive of curbing. 4. LDR Section 4.6.16(H)(3)(j), which required 9-foot wide terminal landscape islands for all parking rows. COMPLIANCE WITH THE LAND DEVELOPMENT REGULATIONS: Items identified in the Land Development Regulations shall specifically be addressed by the body taking final action on the site and development applicationtrequest. Open Space; Pursuant to LDR Section 4.4.13(F)(2)(a), properties within the Pineapple Grove Main Street area are not required to provide open space. It is noted that the development provides 44.2% open space. Parking Requirements; Per Land Development Regulation (LDR) Section 4.6.9(C)(4)(a), the required parking for the proposed office use is 4 spaces per 1,000 square feet (3.5 per 1,000 after the initial 3,000 square feet). The proposed conversion office conversion results in a total of 3,013 square feet of floor area. Based on the required parking calculation, the development is required to provide 12 parking spaces and 10 parking spaces are provided on-site. As noted in the background section of this report, the City Commission has approved the in-lieu payment of the two deficient parking spaces. Building Setbacks: The existing residential structures do not comply with the minimum/maximum requirements of LDR Section 4.4.13(F)(4) as it pertains to the Central Business District (CBD) zone district and are, thus, considered nonconforming. The enclosure of the existing carport and demolition of a portion of the northern residential do not affect this nonconforming status. SPRAB Staff Report Class V Site Plan, Building Elevations, and Landscaping for Mindful Management Page 3 Site Lighting: Pursuant to LDR Section 4.6.8 artificial lighting used to the illuminate premises shall be directed away from adjacent properties. A photometric plan has been submitted that demonstrates compliance with the City's illumination standards. As allowed by the LDRs, the maximum height of light fixtures and poles is 25 feet. The photometric plan indicates that the parking area will be illuminated with the installation of 16-foot high light poles and wall mounted light fixtures. Cut- sheet details of decorative light fixtures and light poles have been submitted. A technical item is attached that requests the graphic details of the fixtures and poles be placed on the photometric plan. Right-of-Way Dedication: Pursuant to LDR Sections 5.3.1(D)(2), the required alley width is 20 feet and existing alley is 16 feet wide. The proposed site plan indicates that four feet will be dedicated to the alley along the west side of the property. Pursuant to LDR Section 2.4.7(13)(5), prior to granting a waiver, the approving body shall make a finding that the granting of the waiver: (a) Shall not adversely affect the neighboring area; (b) Shall not significantly diminish the provision of public facilities; (c) Shall not create an unsafe situation; and (d) Does not result in the grant of a special privilege in that the same waiver would be granted under similar circumstances on other property for another applicant or owner. Driveway Width: Per LDR Section 4.6.9(D)(3)(b), a 20-foot wide minimum driveway width is required and 12 feet is proposed. The applicant has provided the following verbatim justification in narrative for the proposed waiver: " The applicant is requesting 4 Waivers for Land Development Code the first being Section 6.1.4(c) for relief from the requirement of a 24 foot two-way driveway. The applicant proposes to provide a 12 foot driveway which is to service only three (3) of the required 10 parking spaces provided, directly adjacent to Pineapple Grove (sic) Street. The reduction in this width will not only allow access to this limited parking; the reconfiguration and combination of the two properties will allow for the elimination of an existing driveway to the south (280 property) as well as a reconfiguration in the Pineapple Grove Street parking, allowing one additional on-street parking space to be provided to the general public. The applicant wishes to utilize the existing 12 foot driveway which will primarily be used by employees and staff utilizing the property as professional office on a daily basis. The number of spaces utilizing this access is limited to 3 space and the employees will be cognizant of the limited amount of space and will easily be able to handle any operation conflicts that were accrued in the utilization of the limited three parking spaces..." SPRAB Staff Report Class V Site Plan, Building Elevations, and Landscaping for Mindful Management Page 4 "._-The primary reason for these requests is that in the efforts to utilize a majority of the property in its current condition. The owners request is an adaptive reuse of the property to office, and to keep the character of the property in tack as they exist today. By applying the standardized code to these portions of the property does not allow for flexibility in the design nor allow a property owner to keep the development improvements to a minimally affordable size and scale. By allowing the waiver the applicant is able to keep significant amounts of existing mature vegetation on the property in including a 12"DBH Long Leaf Pine tree in the front portion of the property. Further future redevelopment of the property will most like require the efforts of neighboring property owners due to the sizes of the subject property as well as the neighboring property and when those improvements come to fruition the code section will become more applicable..." Waiver Analvsis: The driveway is relatively short in distance and highly visible from the public street, which will reduce the potential for conflict from incoming vehicles. The driveway reduction also allows for saving of a specimen pine tree that appears to be a Dade County Pine. Given the proposed office use, adaptive reuse of the property, preserving of a specimen tree, and minimal level of concern over vehicular conflict, the proposed waiver can be supported. The waiver would not affect the delivery of public services or create an unsafe situation. Similar circumstances on other properties would lead to the same conclusion. Consequently, positive findings can be made with respect to LDR Section 2.4.7(B)(5), Waiver Findings. Paving Materials: Pursuant to LDR Section 4.4.13(F)(4)(f)(1), the front setback area shall be finished with paving materials to match the existing sidewalks within the adjacent right-of-way. The proposed site plan does not provide the required paving. The applicant has requested a waiver from this requirement. The applicant has provided the following verbatim justification in narrative for the proposed waiver: "...The primary reason for these requests is that in the efforts to utilize a majority of the property in its current condition. The owners request is an adaptive reuse of the property to office, and to keep the character of the property in tack as they exist today. By applying the standardized code to these portions of the property does not allow for flexibility in the design nor allow a property owner to keep the development improvements to a minimally affordable size and scale. By allowing the waiver the applicant is able to keep significant amounts of existing mature vegetation on the property in including a 12"DBH Long Leaf Pine tree in the front portion of the property. Further future redevelopment of the property will most like require the efforts of neighboring property owners due to the sizes of the subject property as well as the neighboring property and when those improvements come to fruition the code section will become more applicable..." Waiver Analysis: The purpose for this requirement is to provide a wider paved area that is consistent with an urban area that encourages window shopping. However, the proposed conversion from residential to office is an adaptive re-use of the property and doesn't lend itself the intent of this paving requirement. This requirement will be more appropriate when the property is fully redevelopment with a new building that is located within the required setback area near the public sidewalk. The waiver would not affect the delivery of public services or create an unsafe i SPRAB Staff Report Class V Site Plan, Building Elevations, and Landscaping for Mindful Management Page 5 situation. Similar circumstances on other properties would lead to the same conclusion. Consequently, positive findings can be made with respect to LDR Section 2.4.7(B)(5), Waiver Findings. Engineering Technical Items: While the revised site plan has accommodated most of the staff concerns, the following items remain outstanding, and will need to be addressed prior to site plan certification unless otherwise noted: 1. Signage is not reviewed or approved as part of the site plan process. 2. That a recorded unity-of-title be provided for the two properties. 3. That a recorded right-of-way deed be provided for the alley dedication. 4. That the cut sheet details of the decorative light poles and fixtures be graphically depicted on the plans. 5. That the cut sheet detail of the decorative bike rack be graphically depicted on the plans. i The Senior Landscape Planner has reviewed the proposed landscape plan and found that it substantially complies with LDR Section 4.6.16. Aside from preserving many of the existing native and unique trees on the property, the proposed landscaping includes Adonidia Palms, Alamanda vie, variegated Ginger, Allspice, Arboricola, Areca Palms, Banana trees, Beauty Berry, Burle Marx, Bougainvillea, Bucaneer Palms, Verawood, Bamboo Palms, Cocoplum, Croton, Wild Coffee, Purple Crinum Lily, Dumbaya, Dune Sunflower, Beach Creeper, Fishtail Palms, Red Ginger, Gumbo Limbo, Horizontal Cocoplum, Dwarf Ilex, Nora Grant Ixora, Massangeana Cane, Japanese Fern tree, Ligustrum tree, Liriope, Mondo grass, Ground Orchids, Philodendron, Podocarpus, Red Emerald, Live Oak, Lady Palms, Indian Hawthorne, Simpson Stopper, Sabal Palms, White Bird of Paradise, Thatch Palm, Trinette, Wart Fern, Wild Petunia, Coontie, and Silver Buttonwood. Pursuant to LDR Section 2.4.7(6)(5), prior to granting a waiver, the approving body shall make a finding that the granting of the waiver: (a) Shall not adversely affect the neighboring area; (b) Shall not significantly diminish the provision of public facilities; (c) Shall not create an unsafe situation; and (d) Does not result in the grant of a special privilege in that the same waiver would be granted under similar circumstances on other property for another applicant or owner. Landscape Islands Dimensions: Per LDR Section 4.6.16(H)(3)(i), landscape islands are required to contain a minimum of 135 square feet of planting area and a minimum width of nine feet, exclusive of curbing. The landscape islands along the west side of the property do not meet the minimum required dimensions. The applicant has requested a waiver from the required landscape island. SPRAB Staff Report Class V Site Plan, Building Elevations, and Landscaping for Mindful Management Page 6 The applicant has provided the following verbatim justification in narrative for the proposed waiver: "...The primary reason for these requests is that in the efforts to utilize a majority of the property in its current condition. The owners request is an adaptive reuse of the property to office, and to keep the character of the properly in tack as they exist today. By applying the standardized code to these portions of the property does not allow for flexibility in the design nor allow a property owner to keep the development improvements to a minimally affordable size and scale. By allowing the waiver the applicant is able to keep significant amounts of existing mature vegetation on the property in including a 12"DBH Long Leaf Pine tree in the front portion of the property. Further future redevelopment of the property will most like require the efforts of neighboring property owners due to the sizes of the subject property as well as the neighboring property and when those improvements come to fruition the code section will become more applicable..." Waiver Analysis: Given the adaptive re-use of the property, the development provides the maximum number of parking spaces while preserving most of the unique landscaping on the subject property. The waiver would not affect the delivery of public services or create an unsafe situation. Similar circumstances on other properties would lead to the same conclusion. Consequently, positive findings can be made with respect to LDR Section 2.4.7(B)(5), Waiver Findings. Terminal Landscape Islands: Per LDR Section 4.6.16(H)(3)(j), 9-foot wide terminal landscape islands are required for all parking rows. The terminal landscape islands have not been provided for parking area on the east side of the property adjacent to the northern building or the back-out parking adjacent to the alley. The applicant has provided the following verbatim justification in narrative for the proposed waiver: The primary reason for these requests is that in the efforts to utilize a majority of the property in its current condition. The owners request is an adaptive reuse of the property to office, and to keep the character of the property in tack as they exist today. By applying the standardized code to these portions of the property does not allow for flexibility in the design nor allow a property owner to keep the development improvements to a minimally affordable size and scale. By allowing the waiver the applicant is able to keep significant amounts of existing mature vegetation on the property in including a 12"DBH Long Leaf Pine tree in the front portion of the property. Further future redevelopment of the property will most like require the efforts of neighboring property owners due to the sizes of the subject property as well as the neighboring property and when those improvements come to fruition the code section will become more applicable Waiver Analysis: Given the adaptive re-use of the property, the development provides the maximum number of parking spaces while preserving most of the unique landscaping on the subject property. The parking space underneath the canopy on the east side of the northern building is an existing nonconformity and is allowed to continue with the proposed redevelopment. The back-out parking on the west side of the property allows for the preservation of unique landscaping elsewhere on the property and will have least impact on the streetscape with respect to the SPRAB Staff Report Class V Site Plan, Building Elevations, and Landscaping for Mindful Management Page 7 reduced island widths. The waiver would not affect the delivery of public services or create an unsafe situation. Similar circumstances on other properties would lead to the same conclusion. Consequently, positive findings can be made with respect to LDR Section 2.4.7(B)(5), Waiver Findings, Landscape Technical Items: The following Landscape Plan items remain outstanding, and will need to be addressed prior to site plan certification unless as otherwise stated. 1. That the plant legend on Sheet L-3 be revised to correctly reflect the plant pallet for the proposed development (for example the plant label "FOX" was not found on the plant list). AR_C_HITECT,U„RAL ELEVA`TlO,NS Pursuant to LDR Section 4.6.18(E), the following criteria shall be considered, by the Site Plan Review and Appearance Board, in the review of plans for building permits. If the following criteria are not met, the application shall be disapproved. a) The plan or the proposed structure is in conformity with good taste, good design, and in general, contributes to the image of the City as a place of beauty, spaciousness, harmony, taste, fitness, broad vistas, and high quality. b) The proposed structure, or project, is in its exterior design and appearance of quality such as not to cause the nature of the local environment or evolving environment to materially depreciate in appearance and value. c) The proposed structure, or project, is in harmony with the proposed developments in the general area, with the Comprehensive Plan, and with the supplemental criteria which may be set forth for the Board from time to time. The southern building and cottage along the alley were constructed in 1937 and the north building in 1954 and both are examples of the framed vernacular architectural style. The development proposal includes some improvements to the small cottage along the alley that consist of a new covered entry feature on the east side of the building, new asphalt roof shingles, new impact windows, copper drip edge. The improvements to the southern building along Pineapple Grove Way include new asphalt roof shingles, new impact windows, enclosure of the car port, new light fixtures, new covered porch on the east side of the building, and new French doors on the north and east sides of the building. The improvements to the northern building along Pineapple Grove Way include a partial demolition of the southern facade and construction of a covered porch to create a principal building entrance, new French doors, new impact resistant windows, and new asphalt roof shingles. All three buildings will include a new coating of paint. The proposed modifications are subtle improvements that will enhance rather than detract from the charm of the existing structures. Based on the above, positive findings with respect to LDR Section 4.6.18(E) can be made, R,EQ;U1RE.,D ;FIN'D1NGS REQUIRED FINDINGS (Chapter 3): Pursuant to LDR Section 3.1.1 (Required Findings), prior to the approval of development applications, certain findings must be made in a form which is part of the official record. This may be achieved through information on the application, the staff report, or minutes. Findings shall be made by the body, which has the authority to approve or SPRAB Staff Report Class V Site Plan, Building Elevations, and Landscaping for Mindful Management Page 8 deny the development application. These findings relate to Future Land Use Map Consistency, Concurrency, Comprehensive Plan Consistency and Compliance with the LDRs as noted below. Section 3.1.1 (A) - Future Land Use Map: The subject property has a Future Land Use Map designation of CC (Commercial Core) and is zoned CBD (Central Business District). The CBD zoning district is consistent with the (CC) Future Land Use Map designation. Pursuant to LDR Section 4.4.13(B)(2)(a), business offices are allowed as a principal use in the CBD zoning district. Based upon the above, positive findings can be made with respect to consistency with the Future Land Use Map. Section 3.1.1 B - Concurrent : As described in Appendix A, a positive finding of Concurrency can be made as it relates to water, sewer, streets and traffic, drainage, parks and recreation, open space, solid waste, and schools. Section 3.1.1 C - Consistent Standards for Site Plan Actions): As described in Appendix A, a positive finding of consistency can be made as it relates to Standards for Site Plan Actions. Section 3.1.1 D - Compliance With the Land Development Regulations: As described under the Site Plan Analysis of this report, a positive finding of compliance with the LDRs can be made, when all outstanding items attached as conditions of approval are addressed. Comprehensive Plan Policies: A review of the objectives and policies of the adopted Comprehensive Plan was conducted and the following applicable objectives or policies were noted: Future Land Use Element Objective A-1: Property shall be developed or redeveloped in a manner so that the future use and intensity is appropriate and complies in terms of soil, topographic, and other applicable physical considerations, is complimentary to adjacent land uses, and fulfills remaining land use needs. There are no special physical or environmental characteristics of the land that would be negatively impacted by the conversion of the property to office. The proposed conversion will allow for the adaptive re-use of the residential structures that exist on the property. Section 2.4.5 (F)(5) - Compatibility (Site Plan Findings), approving body must make a finding that development of the property pursuant to the site plan will be compatible and harmonious with adjacent and nearby properties and the City as a whole, so as not to cause substantial depreciation of property values. The following table identifies the zoning designations and uses that are adjacent to the subject property: SPRAB Staff Report Class V Site Plan, Building Elevations, and Landscaping for Mindful Management Page 9 Zoning: Use: North Central Business District (CBD) Office Building (Single Family Conversion) South Central Business District (CBD) Office, Retail, Restaurant and Multiple Family Residential (City Walk) Easf Central Business (CBD) Multi-tenant Commercial Esplande West Old School Square Historic District Single Family Residences (OSSHAD The development proposal will enhance the aesthetics of the subject property. The historic character of the neighborhood will benefit by the adaptive re-use of the structures for office use. Pineapple Grove Main Street Desi n Committee: At its meeting of February 26, 2014, the Pineapple Grove Main Street Committee recommended approval. Community Redevelopment Agencv(CRA): At its meeting of February 27, 2014, the CRA reviewed the site plan request and recommended approval. Downtown Development Authority: At its meeting of March 10, 2014, the DDA unanimously recommended approval. Courtesy Notice: Courtesy notices have been provided to the following homeowner's associations and interested parties, which have requested notice of developments in their areas: ➢ Chamber of Commerce ➢ Delray Citizens Coalition Any letters of support or objection will be presented at the SPRAB meeting. . _. The proposed infill development will provide a minor source of a year-round customer base for nearby businesses. The building will be a significant aesthetic enhancement to the neighborhood and will be an asset to the community. The proposed development is consistent with the policies of the Comprehensive Plan and Chapter 3 of the Land Development Regulations. Positive findings can be made with respect to Section 2.4.5(F)(5) regarding compatibility of the proposed development with surrounding properties. m [ITIWVET [ 4�5 __. A. Postpone with direction. SPRAB Staff Report Class V Site Plan, Building Elevations, and Landscaping for Mindful Management Page 10 B. Move approval of the request for waivers, Class V site plan, landscape plan, and architectural elevations for Mindful Management, by adopting the findings of fact and law contained in the staff report, and finding that the request and approval thereof is consistent with the Comprehensive Plan and meets criteria set forth in Sections 2.4.5(F)(5), 2.4.7(6)(5), and Chapter 3 of the Land Development Regulations, subject to the attached conditions of approval. C. Move denial of the request for waivers, Class V site plan, landscape plan, and architectural elevations for Mindful Management, by adopting the findings of fact and law contained in the staff report, and finding that the request is inconsistent with the Comprehensive Plan and does not meet criteria set forth in Sections 2.4.5(F)(5), 2.4.7(6)(5), and Chapter 3 of the Land Development Regulations. By Separate Motions: Waivers: 1. Recommend to the City Commission approval of a waiver to LDR Section 4.6.9(D)(3)(b), which requires a 20-foot wide minimum driveway width, whereas, 12 feet is proposed, based on positive findings with LDR Section 2.4.7(B)(5). 2. Recommend to the City Commission approval of a waiver to LDR Section 4.4.13(F)(4)(f)(1), which requires that the 5-foot minimum front setback area be paved to match the adjacent public sidewalk along Pineapple Grove Way, based on positive findings with LDR Section 2.4.7(B)(5). 3. Approve a waiver to LDR Section 4.6.16(H)(3)(i), which requires that landscape islands contain a minimum of 135 square feet of planting area and a minimum width of nine feet, exclusive of curbing, whereas 60 square feet of planting area and a 3-foot width is proposed, based on positive findings with LDR Section 2.4.7(B)(5). 4. Approve a waiver to LDR Section 4.6.16(H)(3)(j), which required 9-foot wide terminal landscape islands for all parking rows, whereas 3 feet is proposed, based on positive findings with LDR Section 2.4.7(B)(5). Site Plan: Approve the request for a Class V site plan for Mindful Management, by adopting the findings of fact and law contained in the staff report, and finding that the request and approval thereof is consistent with the Comprehensive Plan and meets criteria set forth in Sections 2.4.5(F)(5), and Chapter 3 of the Land Development Regulations, subject to the condition that all Site Plan and Engineering Technical Items are addressed. Landscape Plan: Approve the landscape plan for Mindful Management based on positive findings with respect to Section 4.6.16 of the Land Development Regulations, subject to the condition that all Landscape Technical Items are addressed. i SPRAB Staff Report Class V Site Plan, Building Elevations, and Landscaping for Mindful Management Page 11 Elevations: Approve the proposed elevations for Mindful Management based on positive findings with respect to LDR Section 4.6.18(E). Attachments: • Appendix A • Appendix B • Site Plan • Architectural Elevations • Landscape Plan Report prepared by: Scott D. Pape, AICP Senior Planner SPRAB Staff Report Class V Site Plan, Building Elevations, and Landscaping for Mindful Management Page 12 CrQI�RI zI�I d1N Pursuant to Section 3.1.1(6) Concurrency as defined pursuant to Objective B-2 of the Land Use Element of the Comprehensive Plan must be met and a determination made that the public facility needs of the requested land use and/or development application will not exceed the ability of the City to fund and provide, or to require the provision of, needed capital improvements for the following areas: Water and Sewer: ❑ The property is currently served by a lateral connection to a 8" water main along Pineapple Grove Way. ❑ Adequate fire suppression will be provided via an existing fire hydrant located on the east side of Pineapple Grove Way, approximately 60 feet east of the subject property. ❑ Sewer service is currently provided via lateral connection to an existing 8" sewer main within the alley along the west side of the property. Pursuant to the Comprehensive Plan, treatment capacity is available at the City's Water Treatment Plant and the South Central County Waste Water Treatment Plant for the City at build-out. Based upon the above, positive findings can be made with respect to this level of service standard. Drainaae: Drainage is to be accommodated via sheet flow to catch basins that drain to a dry retention area in the middle of the development. There are no problems anticipated in complying with SFWMD requirements and thus, obtaining a surface water permit. Streets and Traffic: A traffic statement has been submitted that indicates that the hotel will generate a net increase of 21 average daily trips and 2 new p.m. and a.m. peak hour trips. It is noted that the property is located in the City's Traffic Concurrency Exemption Area. Based upon the above, a positive finding can be made with respect to traffic concurrency. Parks and Recreation Facilities: A finding of concurrency is not required for the non-residential project. Solid Waste: The Solid Waste Authority indicates that it has capacity to serve development in the County at its current LOS of 3.98 tons of solid waste per year for the life of the existing landfill (approximately 2021). Based upon the Solid Waste Authority's trash generation rates, trash generated each year by the proposed 3,013 square foot office will be approximately 8.14 tons [3,013 sq.ft. x 5.4 lbs. = 16,270.2 Ibs/2,000 = 8.14 tons]. Since the total trash generated by this proposal can be accommodated by existing landfill facilities, a positive finding with respect to this level of service standard can be made. SPRAB Staff Report Class V Site Plan, Building Elevations, and Landscaping for Mindful Management Page 13 School Concurrency: A finding of concurrency is not required for the non-residential project. SPRAB Staff Report Class V Site Plan, Building Elevations, and Landscaping for Mindful Management Page 14 _._.._. �-� - ��►��� =k�0 R �lam`"° � A-N��T A. Building design, landscaping, and lighting (glare) shall be such that they do not create unwarranted distractions or blockage of visibility as it pertains to traffic circulation. Not applicable Meets intent of standard X Does not meet intent B. Separation of different forms of transportation shall be encouraged. This includes pedestrians, bicyclists, and vehicles in a manner consistent with policies found under Objectives D-1 and D-2 of the Transportation Element. Not applicable Meets intent of standard X Does not meet intent C. Open space enhancements as described in Policies found under Objective B-1 of the Open Space and Recreation Element are appropriately addressed. Not applicable X Meets intent of standard Does not meet intent D. The City shall evaluate the effect that any street widening or traffic circulation modification may have upon an existing neighborhood. If it is determined that the widening or modification will be detrimental and result in a degradation of the neighborhood, the project shall not be permitted. Not applicable X Meets intent of standard Does not meet intent E. Development of vacant land which is zoned for residential purposes shall be planned in a manner which is consistent with adjacent development regardless of zoning designations. Not applicable X Meets intent of standard Does not meet intent F. Property shall be developed or redeveloped in a manner so that the future use and intensity are appropriate in terms of soil, topographic, and other applicable physical considerations; complementary to adjacent land uses; and fulfills remaining land use needs. Not applicable Meets intent of standard X SPRAB Staff Report Class V Site Plan, Building Elevations, and Landscaping for Mindful Management Page 15 Does not meet intent G. Redevelopment and the development of new land shall result in the provision of a variety of housing types which shall continue to accommodate the diverse makeup of the City's demographic profile, and meet the housing needs identified in the Housing Element. This shall be accomplished through the implementation of policies under Objective B-2 of the Housing Element. Not applicable X Meets intent of standard Does not meet intent H. The City shall consider the effect that the proposal will have on the stability of nearby neighborhoods. Factors such as noise, odors, dust, traffic volumes and circulation patterns shall be reviewed in terms of their potential to negatively impact the safety, habitability and stability of residential areas. If it is determined that a proposed development will result in a degradation of any neighborhood, the project shall be modified accordingly or denied. Not applicable Meets intent of standard X Does not meet intent I. Development shall not be approved if traffic associated with such development would create a new high accident location, or exacerbate an existing situation causing it to become a high accident location, without such development taking actions to remedy the accident situation. Not applicable Meets intent of standard X Does not meet intent J. Tot lots and recreational areas, serving children from toddler to teens, shall be a feature of all new housing developments as part of the design to accommodate households having a range of ages. This requirement may be waived or modified for residential developments located in the downtown area, and for infill projects having fewer than 25 units. 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C) Z C/)N z C-) z ,_ z a Z 0� i ) N DRIVE N.E. 2ND ST. w o Q � o w z r v N SUBJECT PROPERTY MINDFUL MANAGEMENT PLANNING AND ZONING DEPARTMENT LOCATION MAP -- DIGITAL BASE A64P SYSTEM-- MAP REF: S:\Planning k Zoning\DBMS\Rla—Cab\Z—LM 1000-1500\LM1464—Mindful Mangement w MEMORANDUM W TO: Mayor and City Commissioners FROM: Noel Pfeffer, City Attorney DATE: January 12, 2015 SUBJECT: AGENDA ITEM 8.F.-REGULAR COMMISSION MEETING OF JANUARY 20,2015 MOTION TO APPROVE A LEASE AGREEMENT/CREATIVE CITY COLLABORATIVE BACKGROUND At the November 13, 2014 City Commission workshop, the Commission discussed the status of the leased space in the Old School Square Parking Garage. Currently, the CRA leases from the City approximately 10,289 square feet ("Premises") in the garage at a yearly rental of$150,000. In turn, the CRA subleases the space to the Creative City Collaborative of Delray Beach, Inc. ("CCC") and the Puppetry Theatre. The CRA has advised the City it will not be renewing its lease which expires January 31, 2015. This past June, the City entered into a Contract for Purchase and Sale with the CCC offering the leased space for purchase for $2,500,000 with a closing date of March 15, 2016. This contract specifically provides (Section 4.1) that the parties recognize that the CRA lease expires prior to the closing date and that in the event the CRA fails to renew its lease, the City agrees to lease the Premises to the CCC on the same terms and conditions as the CRA lease, except that the new rental amount will be the amount currently paid by the CCC and the Puppetry Theatre. The CCC currently pays rent in the amount of $466.67 per month and the Puppetry Theatre pays $400 per month. Attached to this agenda item is a proposed lease between the City and CCC for the Premises for a term commencing February 1, 2015 and terminating March 15, 2016. In accordance with the terms of the Contract for Purchase and Sale, this lease is prepared in substantially the identical form as the lease currently existing between the City and CRA, except conformed to reflect the CCC where appropriate. Also, the rent has been adjusted to reflect a monthly amount of$866.67. Finally, the CCC has advised that the Puppetry Theater will not be renewing its lease and therefore the CCC will be assuming the entire Premises. RECOMMENDATION The City Attorney recommends approval. LEASE AGREEMENT THIS LEASE AGREEMENT (hereinafter referred to as"Lease") is made and entered into as of the of January, 2015 by and between the City of Delray Beach, a Florida Municipal Corporation (hereinafter referred to as "Landlord") and the Creative City Collaborative of Delray Beach, Inc., a Florida not-for-profit corporation, (hereinafter referred to as "Lesser"). WITNE SSETH: THAT Landlord, in consideration of the rents and agreements promised and agreed by Lesser to be paid and performed, leases to Lesser, the Premises described herein, subject to the following terms. ARTICLE I DESCRIPTION OFPROPERTY; TERM 1. Description of Property. Lesser hereby leases to Tenant and Tenant hereby leases from Lesser approximately Ten Thousand Two Hundred Eighty Nine (10,289) rentable square feet on the first (1st) floor of the Old School Square Parking Garage (the 'Building"), as shown on Exhibit "A", which is attached hereto, and made a part of this lease (the "Premises"), which is located at 180 NE 1st Street, Delray Beach, Florida, together with the right to use in common with other Lessers of the Building, their invitees, customers and employees, stairways, elevators, hallways, and all other common facilities contained in the Building and parking areas. All of the land and real property underlying or adjacent thereto, with all improvements thereto, including the Building, and used in connection with the operation of the Building shall be referred to as the "Property". 2. Term. Lesser shall have and hold the Premises for a term (hereinafter referred to as the "Term" ) commencing on February 1, 2015, ("Commencement Date") and expiring on March 15, 2016 (the 'Expiration Date"). For the purposes of this Lease, a "Lease Year" shall be defined as that twelve (12) month period during the Term commencing on the Commencement Date or the annual anniversary thereof, as may be applicable. For the purpose of this Lease, a "Lease Month" shall be defined as those successive calendar month periods beginning with the Commencement Date and continuing through the Term of the Lease. ARTICLE II RENT- 1. Base Rent; Late Charge; Sales Tax. Lesser shall pay in advance to the Landlord, without prior demand, in lawfal money of the United States, on the first day of each 1 month, without any deduction or off-set whatsoever throughout the term of this Lease the sum of Eight Hundred Sixty Six and 67/100 Dollars ($866.67) ("Base Rent"). Such payment shall be made at the office of the Landlord as set forth in this Lease, or at such place Landlord may from time to time designate by written notice directed to Lesser at the Premises. In the event that the Commencement Date is other than the first day of the month, then the Tenant shall pay rent for such fractional month prorated on the basis of a thirty (30) day month. Tenant shall pay the first month's rent at the time of execution of this Lease in order to guarantee the Tenant's faithful performance of its obligations as provided in this Lease. On or before February 1, 2014, the Lesser shall make a one time payment to the Lesser in the amount of $866.67, which shall represent the last month's rent under this Lease. The Lesser shall apply the last month's rental payment to the last month of the Sublease, or in the event Tenant breaches the lease, the Lesser shall be entitled to retain the last month's rent payment to be applied to the payment of any Rent, or additional sum due hereunder by Tenant. The last month's rent retained by Lesser shall in no way be construed as liquidated damages, and Lesser does not waive its right to seek additional damages from Tenant for any loss or damages sustained due to Tenant's breach. Lesser shall not be required to keep this last month's rent separate from its general funds, and Tenant shall not be entitled to interest on the last month's rental payment. 2. Security Deposit. On or before February 1, 2015, Tenant shall deposit with Landlord the sum of One Thousand Five Hundred and 00/100 Dollars ($1,500.00). This Security Deposit shall be submitted to Landlord by certified check, cashier's check, money order, or cash simultaneously with the execution of this Lease. Said sum shall be held by Landlord, as security for the faithful performance by Lesser of all terms, covenants and conditions of this Lease to be kept and performed by Lesser during the Term hereof. In the event of a breach of the Lease by Lesser, all of the Security Deposit as of the date of Lesser's breach shall be retained by Landlord to be applied toward the payment of any Rent, or additional sum due hereunder by Lesser, or to any loss or damage sustained by Landlord due to any breach by the Lesser, any excess deposit shall be returned to the Lesser forthwith upon termination of the Lease. The amount retained by Landlord shall in no way be construed as liquidated damages, and Landlord does not waive its right to seek additional damages from Lesser for any loss or damages sustained due to Lesser's breach. Landlord shall not be required to keep this Security Deposit separate from its general funds, and Lesser shall not be entitled to interest on the Security Deposit. 3. Taxes. Tenant acknowledges that it shall be responsible for the payment of any and all real property taxes as well as any special assessments imposed against the Premises. Tenant shall further pay, or cause to be paid,before delinquency, any and all taxes levied or assessed and which become payable during the Term hereof upon all Tenant's equipment, furniture, fixtures, and any other personal property located in the Premises. In the event any or all of Tenant's equipment, furniture, fixtures and other personal property shall be assessed and taxed with the Property, Tenant shall pay to Lessee its share of such taxes within ten (10) days after delivery to Tenant by Lesser of a statement 2 in writing setting forth the amount of such taxes applicable to Tenant's property. Tenant shall at all times be further responsible for all applicable taxes including, but not limited to, Florida Sales Tax arising out of or associated with this Lease. Tenant shall provide to Lesser at the time of execution of the Lease, and each year thereafter, a copy of its certificate of tax exemption. Tenant shall assume full responsibility for all mechanic's or materialman's liens for work done on the Premises by or on behalf of Tenant which may be hereafter lawfully levied against the Leased premises. 4. Payment Without Notice or Demand. The Base Rent called for inthis Lease shall be paid to Lesser without notice or demand, and without counterclaim offset, deduction, abatement, suspension, deferment, diminution or reduction. Tenant hereby waives all rights now or hereafter conferred to any offset, deduction, abatement, suspension, deferment, diminution or reduction of the Base Rent on account of any such circumstances or occurrence. 5. All monthly obligations owed by Tenant to Lesser shall be deemed rent. 6. The parties acknowledge that the Premises are currently exempt from any ad valorem taxes and assessments. In the event, during the Lease Term, it is determined that any taxes are due and owning, it shall be the Tenant's responsibility to remit the taxes to the Lesser. The Tenant shall then remit any tax payments to the Landlord or the applicable taxing authority. 7. Place of Payment. All payments of rent, or any other charges imposed pursuant to this Lease shall be made and paid by Tenant to: Delray Beach Treasurer City of Delray Beach 100 N.W. 1st Avenue Delray Beach, Florida 33444 or at such other place as Lesser may, from time to time, designate in writing to Tenant. All payments shall be payable in current legal tender of the United States, as the same is then by law constituted. 8. Late Payment Charge. In the event any monthly installment of Rent and/or other charges is not paid within ten (10) days of its clue date, as set forth in this Lease, Tenant agrees to pay as a late charge an amount equal to five percent (5%) of the monthly installment of Rent that is due and payable as compensation to Lesser for its additional administrative expenses in processing late payments. 3 ARTICLE III NET LEASE NET LEASE INTENDED UNLESS EXPRESSLY PROVIDED OTHERWISE. Tenant acknowledges and agrees that it is intended that this Lease shall be a Net Lease to Lesser, except as otherwise provided herein. Tenant shall pay the charges, impositions, costs and expenses relating to environmental matters, fire and life safety codes, employee health and safety and the American's With Disabilities Act, all with respect to Tenant's particular use on the Premises, and the operation of its business, except to the extent that any such charges, costs, or expenses arise out of, or results from, the acts or omissions of Lesser its agents, employees, or contractors. ARTICLE IV USE OF PREMISES 1. Tenant shall use the Premises for the following purposes: cultural activities and offerings such as musical performances, art exhibitions and theatre workshop space, classrooms, and administrative offices, as part of the "Arts Garage" currently operated on the Premises. As the space is located in a public facility, the Tenant shall insure that activities are accessible to the public, and that activities promote and appeal to the diverse demographics of Delray Beach's population. The Tenant shall insure a high quality and variety of performances, workshops, and exhibits. Prior to commencing any other use than those described herein on the Premises, the Tenant shall first obtain the written consent of the Lesser. Such consent shall not be unreasonably withheld. Tenant shall not use or permit the use of the Premises or any part thereof for any unlawful purpose, or in violation of any ordinances, laws, rules or regulations of any governmental body. Tenant shall not do or permit any act which would constitute a public or private nuisance or waste or which would be a nuisance or annoyance or cause damage to Lesser or Lesser's other tenants, or which would invalidate any policies of insurance or increase the premiums thereof, now or hereafter written on the Building and/or Premises. 2. Operating Hours. Tenant must maintain the Premises with activities and open to the public as follows: a. A minimum of 30 operating hours per week. b. Minimum operating hours must include 10 hours on weekends (Saturday and Sunday). C. Minimum operating hours must include at least two evenings per week having a duration of at least three hours each. 4 ARTICLE V PARKING Tenant shall have the right to use of zero (0) designated parking spaces. All parking spaces not designated for other Lessers of the Building shall be available on a first come first serve basis. In the event that Tenant desires to reserve parking spaces for Tenant's exclusive use, Tenant may request Lesser to request that the Landlord designate in Landlord's sole discretion reserved spaces for Tenant's use at a charge to be determined by the Landlord, provided, however, Lesser shall not be required to grant Tenant an exclusive right to use any parking spaces. In the event the Landlord imposes a fee for parking at the Property, the parties agree to enter into a license agreement, or other form of agreement, to provide for the Tenant to have a reasonable number of parking spaces available for its use at no cost. ARTICLE VI ACCEPTANCE OF THE PREMISES Tenant acknowledges that Lesser has not made any representations or warranties with respect to the condition of the Premises and neither Lesser nor any assignee of Lesser shall be liable for any latent defect therein. The taking of possession of the Premises by Tenant shall be conclusive evidence that the Premises were in good and satisfactory condition at the time such possession was taken. If Lesser shall give Tenant permission to enter into possession of the Premises prior to the Commencement Date, such possession or occupancy shall be deemed to be upon all the terms, covenants, conditions, and provisions of this Lease. ARTICLE VII TENANT OBLIGATIONS AND COMMON AREAS 1. Tenant's Obligations. Tenant shall be solely responsible for and shall promptly pay all charges for electricity, plumbing, telephone, cable, television, communication equipment, water, sewer, gas, daily janitorial service, refuse removal, interior and exterior window cleaning, and all other services and utilities. Unless approved by the Lesser's Board of Commissioners, the Tenant shall pay all costs and expenses for the installation of any improvements made to the Premises, any additional utilities, other improvements, or upgrades to the improvements provided by the Lesser, as well as costs and expenses associated with the extension of any and all lines necessary to provide such additional utilities, improvements, upgrades, and services to the Premises, and all connection fees, assessments and charges related thereto. Tenant shall be responsible for entering into a maintenance agreement for the maintenance and repair of the air conditioning. Tenant shall also be responsible for paying all charges associated with a 5 maintenance agreement for the air conditioning system, in order to insure the maintenance of the air conditioning system, and shall provide proof of such maintenance agreement to the Lesser. Furthermore, Tenant shall be responsible for maintaining in good condition and repair, all exterior windows, security systems, interior and exterior doors, walls, flooring and ceiling, and all electrical and plumbing systems located within the Premises. In the event Tenant does not keep and maintain the Premises to Lesser's satisfaction or make repairs within ten (10) days after notice from Lesser, Lesser may, in addition to any other remedies it may have under law or this Lease, enter upon the Premises and maintain the Premises and/or make the said repairs or replacements itself, as the case may be, and charge the cost thereof to Tenant as Additional Rent. 2. Common Areas. Tenant acknowledges that the City of Delray Beach ("City") owns the Building, and that the City is responsible for the maintenance of the structural, :functional and systemic aspects of the Building, including the roof, foundation, load-bearing walls, general building maintenance, walkways, corridors, elevators, sidewalks, landscaping, water lines, sanitary sewer lines, stormwater lines, and parking areas (hereinafter referred to as "Common Areas"). The Tenant agrees that neither the City, nor the Lesser shall not be responsible for any claims for damage to person or property that results from any improvements constructed or installed by the Tenant on the Building or Premises. 3. Floor Loads; Noise and Vibration. Tenant shall not place a load upon any floor of the Premises which exceeds the load per square foot, which such floor was designed to carry or which is allowed by law. Business machines and mechanical equipment belonging to Tenant which cause noise, electrical interference or vibration that may be transmitted to the structure of the Building or to the Premises to such a degree as to be objectionable to Lesser shall, upon prior written notice from Lesser to Tenant, at Tenant's expense, be placed and maintained by Tenant in settings of cork, rubber, or spring-type vibration eliminators sufficient to eliminate such noise, electrical interference or vibration. ARTICLE VIII LESSER'S AND TENANT'S PROPERTY 1. Lesser's Property. Unless listed in Exhibit "B", which is attached hereto and incorporated herein by reference, all fixtures, equipment, improvements and appurtenances attached to or built into the Premises at the commencement of, or during the Term of this Lease, whether or not by or at the expense of Tenant, shall be and remain a part of the Premises and shall be deemed the property of Lesser ("Lesser's Property") and shall not be removed by Tenant except as set forth herein. The fixtures and equipment listed in Exhibit "B" shall be considered Tenant's Property, and shall be removed at the conclusion of the Lease. 6 2. Tenant's Property. Unless approved by the Lesser's Board of Commissioners, Tenant shall be responsible for any additional build out of the Premises, including any additional flooring, plumbing, electrical, air conditioning, or interior walls, necessary for Tenant's use of the Property. Any alterations or amendments to the Floor Plan shall be approved, in writing,by Lesser, prior to commencement of any alterations to the Premises. All business and trade fixtures, machinery and equipment, communications equipment and office equipment, whether or not attached to or built into the Premises, which are installed in the Premises by or for the account of Tenant without expense to Lesser and which can be removed without damage to any fixture or Lesser Improvement nor structural damage to the Building, and all furniture, furnishings and other articles of moveable personal property owned by Tenant and located in the Premises (hereinafter collectively referred to as "Tenant's Property") shall be and shall remain the property of Tenant, and may be removed by Tenant at any time during the Term of this Lease so long as Tenant's obligations are current and no default exists under this Lease. In the event Tenant's Property is so removed, Tenant shall repair or pay the cost of repairing any damage to the Premises or to the Building resulting from the installation and/or removal thereof and restore the Premises to the same physical condition and layout as they existed at the time Tenant was given possession of the Premises, normal wear and tear excepted. Any equipment or other property for which Lesser shall have granted any allowance or credit to Tenant shall not be deemed to have been installed by or for the account of Tenant without expense to Lesser, shall not be considered Tenant's Property and shall be deemed the property of Lesser. 3. Removal of Tenant's Property. At or before the Expiration Date of this Lease, or within five (5) days after any earlier termination hereof, Tenant, at its expense, shall remove from the Premises all of Tenant's Property(except such items thereof as Lesser shall have expressly permitted to remain, which property shall become the property of Lesser), and Tenant shall repair any damage to the Premises or the Building resulting from any installation and/or removal of Tenant's Property, and shall restore the Premises to the same physical condition and layout as they existed at the time Tenant was given possession of the Premises, reasonable wear and tear excepted. In connection with its obligations set forth herein, Tenant specifically acknowledges that it shall be solely responsible prior to the expiration or earlier termination of the Lease for the removal of all of its computer and telecommunication- related equipment, including but not limited to, all wiring and cabling installed in connection therewith, unless Lesser, in its sole discretion, consents in writing to Tenant leaving such equipment, wiring or cabling at the Premises. Lesser agrees that any cabling or wiring installed during the Lease Term shall be subject to Lesser's prior consent, which consent shall not be unreasonably withheld, and shall comply, at Tenant's sole cost and expense, with all the requirements of the National Electric Code (NEC) and applicable national, state and local rules, regulations, laws and fire and safety codes. Any other items of Tenant's Property which shall remain in the Premises after the Expiration Date of this Lease, or the earlier termination thereof, may, at the option of Lesser, be deemed to have been abandoned, and in such case, such items may be retained by, or otherwise disposed of by Lesser. Lesser may request Tenant to remove and pay to Lesser the cost of repairing any damage to the Premises or the Building resulting from any 7 installation and/or removal of Tenant's Property and the cost of restoring the Premises to the same physical condition and layout as they existed at the time Tenant was given possession of the Premises, reasonable wear and tear excepted. ARTICLE IX DESTRUCTION OF PREMISES If, during the Term hereof, the Premises and/or the Building are damaged by reason of fire or other casualty, Tenant shall give immediate notice thereof to Lesser Tenant may restore the Premises to substantially the same condition the Premises was in, immediately before said destruction. During any period of restoration, the Lease shall continue in full force and effect. Rent may be abated during the period in which the Premises (or portion thereof on a prorated basis) are rendered untenantable as a result of such damage, unless said damage was caused by the negligence or intentional wrongful act of Tenant or its officers, employees, agents or invitees. The Tenant and Lesser may enter into an amendment to this Lease to provide for the abatement of rent in the event the Premises shall become untenantable during the Term of the Lease. Should Lesser elect to terminate this Lease, the entire insurance proceeds shall be and remain the outright property of Lesser, except any proceeds received for Tenant's Property, or proceeds received from Tenant's business interruption insurance, if any. ARTICLE X ALTERATIONS AND MECHANIC'S LIENS 1. Alterations by Tenant. No alterations to the Premises shall be made by Tenant unless the following conditions are met: A. Tenant shall provide a sealed set of plans prepared and certified by an architect to Lesser, and Tenant shall have receiv=ed the prior written consent of Lesser, which shall not be unreasonably withheld or delayed. B. Tenant shall have procured all permits, licenses and other authorizations required for the lawful and proper undertaking thereof, and immediately upon completion of any such alterations, Tenant shall obtain a proper Certificate of Occupancy and deliver same to Lesser. C. All alterations when completed shall be of such a nature as not to (i) reduce or otherwise adversely affect the value of the Premises; (ii) diminish the general utility or change the general character thereof; (iii) result in an increase of the Operating Expenses, or (iv) adversely affect the mechanical, electrical, plumbing, security or other such systems of the Building or the Premises. D. All alterations made by Tenant shall remain on and be surrendered with the Premises upon expiration or the earlier termination of this Lease. 8 2. Mechanic's, Materialman's and Laborer's Liens. Tenant agrees that it will make full and prompt payment of all sums necessary to pay for the cost of repairs, alterations, improvements, changes or other work done by Tenant to the Premises and further agrees to indemnify and hold harmless Lesser and the City of Delray Beach from and against any and all such costs and liabilities incurred by Tenant, and against any and all mechanic's, materialman's or laborer's liens arising out of or from such work or the cost thereof which may be asserted, claimed or charged against the Premises or the Building or Property. The interest of Lesser and the City of Delray Beach in the Property shall not be subject to liens for improvements made by or for Tenant, whether or not the same shall be made or done in accordance with any agreement between Lesser and Tenant. This Lease specifically prohibits the subjecting of Lesser's or the City of Delray Beach's interest in the Property to any mechanic's, materialman's or laborer's liens for improvements made by Tenant or for which Tenant is responsible for payment under the terms of this Lease. Tenant shall have no power or authority to create any lien or permit any lien to attach to the present estate, reversion, or other estate of Lesser or the City of Delray Beach in the Property and all mechanics, materialmen, contractors, artisans, and other parties contracting with Tenant or its representatives or agents are hereby charged with notice that they must look to Tenant to secure payment of any bill for work done or material furnished or for any other purpose during the term of the Lease. In addition to the foregoing, the Tenant shall notify any of its contractors making any improvements to the Property of the terms of this provision, and Tenant acknowledges that its knowing and willful failure to provide said notice to the contractor(s) shall render the contract between the Tenant and the contractor(s) voidable at the option of the contractor(s). Inthe event any notice or claim of lien shall be asserted of record against the interest of Lesser or the City of Delray Beach in the Premises or Building or the site on which it is located on account of or growing out of any improvement or work done by or for Tenant, or any person claiming by, through or under Tenant, for improvements or work the cost of which is the responsibility of Tenant, Tenant agrees to use its best efforts to have such notice of claim of lien canceled and discharged of record as a claim against the interest of Lesser or the City of Delray Beach in the Premises or the Building or Property (either by payment or bond as permitted by law) within thirty days after notice to Tenant by Lesser, and in the event Tenant shall fail to do so, Tenant shall be considered in default under this Lease. Tenant shall, prior to any work being performed, at Lesser's request, execute and record any such recordable documents as are necessary to evidence Lesser's non-responsibility to potential lienors. ARTICLE XI ASSIGNMENT AND SUBLETTING 1. This Lease shall be non-assignable by Tenant 2. Lesser shall have the right to sell, assign, or otherwise encumber or dispose of Lesser's interest in the Building, the Property, the Premises and this Lease. In the event of any such disposition, Lesser shall have no further liability or obligation to Tenant under this Lease. 9 ARTICLE XII OBLIGATION TO COMPLY 1. Obligations of Tenant. Tenant shall, during the Term of this Lease, at its sole cost and expense, comply with all valid laws, ordinances,regulations, orders and requirements of any governmental authority which may be applicable to the Premises or to its use, whether or not the same shall interfere with the use or occupancy of the Premises arising from (a) Tenant's use of the Premises; (b) the manner or conduct of Tenant's business or operation of its installations, equipment or other property therein; (c) any cause or condition created by or at the instance of Tenant; or (d) breach of any of Tenant's obligations hereunder, whether or not such compliance requires work which is structural or non-structural, ordinary or extraordinary, foreseen or unforeseen. Tenant shall pay all of the costs, expenses, fines penalties and damages which may be imposed upon Lesser by reason or arising out of Tenant's failure to fully and promptly comply with and observe the provisions of this Section. Tenant shall give prompt notice to Lesser of any notice it receives of the violation of any law or requirement of any public authority with respect to the Premises or the use or occupation thereof. Tenant's obligation to comply with laws shall include, without limitation, those laws and regulations contemplated by this Lease, Title III of the Americans With Disabilities Act of 1990, as Amended, and the Florida Clean Indoor Air Act (FCIAA) stating a person may not smoke in an enclosed indoor workplace. In the event Tenant receives any notice alleging violation of any of the aforementioned laws, ordinances, regulations, orders, rules or requirements relating to any portion of the Premises, the Building or of the Property; or any notice of regulatory action or investigation instituted in connection therewith, Tenant shall provide written notice to Lesser thereof within ten (10) days after receipt of same by Tenant. 2. Attorneys' Fees. In connection with any litigation, mediation, arbitration, special proceeding or other proceeding arising out of the Lease, the prevailing party shall be entitled to recover its costs and reasonable attorney's fees through and including any appeals and any post- judgment proceedings. Lesser's liability for costs and reasonable attorney's fees, however, shall not alter or waive Lesser's entitlement to sovereign immunity, or extend Lesser's liability beyond the limits established in section 768.28, Florida Statutes, as amended. ARTICLE XIII RIGHT OF LESSER TO PERFORM TENANT'S COVENANTS 1. Payment or Performance. Lesser shall have the right, upon ten (10) days prior written notice to Tenant (or without notice in the case of emergency or inorder to avoid any fine, penalty or cost which may otherwise be imposed or incurred) to make any payment or perform any act required of Tenant under any provision in this Lease, and in exercising such right, to incur necessary and incidental costs and expenses, including reasonable attorneys' fees. Nothing herein shall imply any obligation on the part of Lesser to make any payment or perform any act 10 required of Tenant, and the exercise of the right to do so shall not constitute a release of any obligation, waiver of any default or obligation of Lesser to make any similar payment or perform any similar act in the future. 2. Reimbursement. All payments made, and all costs and expenses incurred in connection with Lesser's exercise of the right set forth in Paragraph 1 above, shall be reimbursed by Tenant within ten (10) days after receipt of a bill setting forth the amounts so expended. Any such payments, costs and expenses made or incurred by Lesser shall be treated as Additional Rent owed by Tenant. ARTICLE XIV INDEMNIFICATION, SOVEREIGN IMMUNITY,AND INSURANCE 1. The Lesser is a state agency as defined in §768.28, Florida Statutes. Nothing herein is intended to serve as a waiver of sovereign immunity by any party to which sovereign immunity may be applicable. Nothing herein shall be construed as consent by a state agency or political subdivision of the State of Florida to be sued by third Parties in any matter arising out of this Agreement. 2. Indemnification by Tenant. In consideration of ten dollars ($10.00) and other good and valuable consideration, the receipt of which is hereby acknowledged, the Tenant shall defend, indemnify and hold the Lesser, its respective officers, agents and employees, harmless from or on account of any liabilities, damages, losses and costs received or sustained by any person or persons by or in consequence of any negligence of Tenant, excluding the gross negligence willful, wanton or intentional misconduct of the Lesser, and its agents and employees. The Tenant agrees that negligent,reckless or intentional wrongful misconduct also includes but is not limited to the violation of any Federal, State, County or City laws, by-laws, ordinances or regulations by the Tenant, its subcontractors, agents, servants or employees. Tenant further agrees to defend, indemnify and save harmless the Lesser from all such claims and fees, and from any and all suits and actions of every name and description that may be brought against the Lesser on account of any claims, fees, royalties, or costs for any invention or patent, and from any and all suits and actions that may be brought against the Lesser for the infringement of any and all patents or patent rights claimed by any person, firm, or corporation. The indemnification provided above shall obligate the Tenant to defend at its own expense or to provide for such defense, at the Lesser's option, any and all claims or liability and all suits and actions of every name and description that may be brought against the Lesser which may result from the operations and activities under the Agreement whether the actions are performed by the Tenant, its subcontractor, independent contractors, performers, artists, consultants, or by anyone directly or indirectly employed by either. This indemnification includes all costs and fees including reasonable attorney's fees, paralegal expenses, and costs at both the trial and appellate levels. The indemnity obligation of the Tenant shall survive expiration or termination of this Agreement. 11 3. Insurance. Tenant shall, at its expense, procure and continue in force commercial general liability insurance with a limit of not less than One Million Dollars ($1,000,000.00) per occurrence, Three Million Dollars ($3,000,000.00) in the annual aggregate, or such greater amounts as may be required by Lesser from time to time in accordance with industry standards. All personal property of Tenant located in the Premises shall be placed therein at Tenant's sole risk and Lesser shall have no liability for any loss or damage suffered to such personal property unless such damage is proximately caused by the negligence of Lesser. Tenant shall also procure and maintain throughout the Term a comprehensive property policy, including special perils insuring all of Tenant's property and all improvements in an amount which will insure the replacement value of Tenant's property and the improvements. In addition, Tenant shall procure and continue in force a Host Liquor Liability policy with a limit of not less than One Million Dollars ($1,000,000.00) per occurrence, Three Million Dollars ($3,000,000.00) in the annual aggregate, or such greater amounts as may be required by Lesser from time to time in accordance with industry standards. Any insurance policies hereunder will name Lesser as additional insureds, and Tenant will furnish Lesser evidence of such insurance coverage by way of an endorsement to same or a certificate of insurance no later than (10) days prior to the Commencement Date, unless otherwise sooner requested by Lesser. All such policies shall specify that the insurer shall have no right of subrogation against Lesser for payments of any premiums or deductibles there under and such insurance policies shall be assumed by, credited to the account of, and undertaken at the insurers sole risk. All such insurance will be with an insurance carrier acceptable to Lesser, and who must have a rating of no less than "excellent" by A.M. Bests. All such insurance policies may not be modified or terminated without thirty (30) days' prior written notice to Lesser. Upon the default of Tenant in effecting any such insurance, Lesser may procure any such comparable insurance, and,'or pay the premiums and other charges incidental thereto, and any and all reasonable amounts so paid by Lesser, together with the interest thereon from the date of such payment at the rate of 10%per annum, shall be additional Rent hereunder, and shall be paid with the next and subsequent installment of fixed Rent, which shall become due after such payment by Lesser, it being expressly agreed that the payment by Lesser of any such premium shall not be deemed to waive or release the default in the payment thereof by Tenant, or the right of Lesser to take such action as may be permissible hereunder, as is the case of default in the payment of fixed Rent. Tenant will cooperate with Lesser and Lesser will cooperate with Tenant in connection with the collection of any insurance monies that may be due in the event of loss, and will execute and deliver to Lesser such proofs of loss, and any other instruments that may be required for the purpose of facilitating the recovery of any such insurance monies, and in the event that Tenant shall fail or neglect to so cooperate or to execute, acknowledge, and deliver any such instrument, Lesser in addition to any other remedies, may, as the agent or attorney in fact of Tenant, execute and deliver any proofs of loss, and any other instruments as may be desirable to Lesser for the collection of such insurance monies, and Tenant hereby irrevocably nominates, constitutes and appoints Lesser, Tenant's proper and legal attorney in fact for such purpose, hereby ratifying all that Lesser may do as such attorney in fact of Tenant. Lesser will 12 cooperate with Tenant in the same manner and to the same extent as Tenant is required to cooperate hereunder. ARTICLE XV DEFAULT 1. Events of Default. Tenant shall be in default wider this Lease if any one or more of the following events shall occur: A. Tenant shall fail to pay any installment of the Rent or any other expenses called for hereunder as and when the same shall become due and payable; or B. Tenant shall default in the performance of or compliance with any of the other terms or provisions of this Lease, and such default shall continue for a period of fifteen (15) days after the giving of written notice thereof from Lesser to Tenant, or, in the case of any such default which cannot, with bona fide due diligence, be cured within said fifteen (15) days, Tenant shall fail to proceed within said fifteen(15) day period to cure such default and thereafter to prosecute the curing of same with all due diligence (it being intended that as to a default not susceptible of being cured with due diligence within such period of fifteen (15) days, the time within which such default may be cured shall be extended for such period as may be necessary to permit the same to be cured with bona fide due diligence); or C. Tenant shall assign, transfer, or encumber this Lease or sublet the Premises in any manner; or D. Tenant shall file a voluntary petition in bankruptcy or any Order for Relief be entered against it, or shall file any petition or answer seeking any arrangement, reorganization, composition, readjustment or similar relief under any present or future bankruptcy or other applicable law, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant of all or any substantial part of Tenant's properties; or E. If any creditor of Tenant shall file a petition in bankruptcy against Tenant or for reorganization of Tenant, under state or federal law, and if such petition is not discharged within ninety(90) days after the date on which it is filed; or F. Tenant shall vacate or abandon the Premises, then, and in such event, or during the continuation thereof (subject to the time period described in subparagraph (B) above, Lesser may, at its option, by written notice to Tenant, designate a date not less than five (5) days from the giving of such notice on which this Lease shall end, and thereupon, on such date, this Lease and all rights of Tenant hereunder shall terminate. Such termination by Lesser shall not affect the remedies of Lesser provided in this Lease. 2. Surrender of Premises. Upon any termination of this Lease, Tenant shall surrender the Premises to Lesser, and Lesser, at any time after such termination, may, without 13 further notice, re-enter and repossess the Premises without being liable to any prosecution or damages therefore, and no person claiming through or under Tenant or by virtue of any statute or of any order of any court shall be entitled to possession of the Premises. 3. Re-letting. At any time or from time to time after any such termination of this Lease, Lesser may re-let the Premises or any part thereof, in the name of Lesser or otherwise, for such term or terms and on such conditions as Lesser, in its sole discretion, may determine, and may collect and receive the rents therefore. Lesser shall not be responsible or liable for any failure to re-let the Premises or any part thereof or for any failure to collect any rent due upon such re- letting. 4. Survival of Obligations. No termination, pursuant to this Article, shall relieve Tenant of its liability and obligations under this Lease, and such liability and obligations shall survive any such termination. Any Rent or other monetary obligation of Tenant that has been abated, deferred or forgiven by Lesser in this Lease or any amendment thereto, and the cost of all Tenant Improvements provided or paid for by Lesser pursuant to this Lease, shall immediately become due and payable upon the occurrence of an event of default by Tenant under this Lease. 5. Holdover. Should Tenant hold over and remain in possession of the Premises at the expiration of any Term hereby created, Tenant shall, by virtue of this Section, become a tenant-at-sufferance and shall pay Lesser twice the Rent per month of the last monthly installment of Rent above provided to be paid Said tenancy shall be subject to all the conditions and covenants of this Lease as though the same had been a tenancy-at-sufferance instead of a tenancy as provided herein, and Tenant shall give to Lesser at least thirty (30) days prior written notice of any intention to remove from the Premises, and shall be entitled to ten(10) days prior notice of any intention of Lesser to remove Tenant from the Premises in the event Lesser desires possession of the Premises; provided, however, that said tenant-at-sufferance shall not be entitled to ten (10) days' notice in the event the said Rent is not paid in advance without demand, the said ten(10) days written notice being hereby expressly waived. ARTICLE XVI REMEDIES 1. Remedies. Upon the occurrence of any event of default, Lesser shall be entitled to all remedies available to it under Florida law, including, but not limited to, the filing of suit for the recovery of all monetary damages sustained by Lesser as a result thereof. In addition to its statutory and common law remedies in the event of a default by Tenant, Lesser shall also be entitled, at its option, to exercise any one or more of the following remedies: A. Termination. Lesser shall be entitled to declare this Lease terminated and the term ended and/or shall have the immediate right of re-entry and may remove all persons and property from the Premises in accordance with Florida law and such property may be removed and stored in a public warehouse or 14 elsewhere at the cost and for the account of Tenant, without evidence of notice and without being deemed guilty of trespass or becoming liable for any loss or damage which may be occasioned thereby so long as all actions taken by Lesser were in accordance with Florida law. B. Lesser may elect to re-enter the Premises, either by taking possession pursuant to legal proceedings or otherwise, and may either terminate this Lease or it may from time to time, without terminating this Lease, snake such alterations and repairs as may be necessary in order to re-let the Premises, and re-let the Premises or any part thereof for such term or terms (which may be for a term extending beyond the tern of this Lease) and at such rental or rentals and upon such other terms and conditions as Lesser in its sole discretion may deem advisable. No such re-entry or taking possession of the Premises by Lesser shall be construed as an election on its part to terminate this Lease unless a written notice of such intention is given to Tenant, or unless the termination thereof be decreed by a court of competent jurisdiction. Notwithstanding any such re-letting without termination, Lesser may at any time hereafter elect to terminate this Lease for such previous breach. Should Lesser at any time terminate this Lease for any breach, in addition to any other remedies it may have, it may recover from Tenant all damages it may incur by reason of such breach, including the cost of recovering the Premises and reasonable attorney's fees, which amount shall be immediately due and payable from Tenant to Lesser. ARTICLE XVII EMINENT DOMAIN If the Premises or any part thereof shall be taken in condemnation proceedings or by the exercise of the right of eminent domain or by agreement with the authority empowered to exercise such right, this Lease shall automatically terminate as of the date of such taking. Lesser shall be entitled to collect an award from such condemnation proceedings less any interest which Tenant is entitled to receive as part of the condemnation proceedings. Tenant shall execute any and all documents which may be required in order to permit Lesser and Tenant to collect the award. ARTICLE XVIII QUIET ENJOYMENT Lesser agrees that Tenant, upon paying all Rent and all other charges herein provided for and observing and keeping the covenants, agreements, terms and conditions of this Lease and the rules and regulations of Lesser affecting the Premises on its part to be performed, shall lawfully and quietly hold, occupy and enjoy the Premises during the Term hereof, 15 expressly subject to the terms, limitations and conditions contained in this Lease. ARTICLE XIX LESSER'S RIGHT OF ACCESS 1. Access for Maintenance and Repair. Except for the space within the inside surfaces of all walls, hung ceilings, floors, windows and doors bounding the Premises, all of the Building including, without limitation, exterior walls, core interior walls and doors and any core corridor entrance, any terraces or roofs adjacent to the Premises and any space in or adjacent to the Premises used for shafts, stacks, pipes, conduits, fan rooms, ducts, electric or other utilities, sinks or other facilities of the Building, and the use thereof, as well as access thereto throughout the Premises for the purposes of operation, maintenance, decoration and repair, are reserved to Lesser. Lesser reserves the right, and Tenant shall permit Lesser, upon providing reasonable notice, to install, erect, use and maintain pipes, ducts and conduits in and through the Premises. Lesser shall be allowed to take all materials into and upon the Premises that may be required in connection therewith, without any liability to Tenant and without any reduction of Tenant's covenants and obligations hereunder. Lesser and its agents shall have the right to enter upon the Premises for the purpose of making any repairs therein or thereto or, upon reasonable notice to Tenant for any other purpose, which shall be considered necessary or desirable by Lesser, in such a manner as not to unreasonably interfere with Tenant in the conduct of Tenant's business on the Premises; and in addition, Lesser and its agents shall have the right to enter the Premises, as Lesser deems reasonably necessary or desirable, at any time in cases of emergency to all or any part of the Building. 2. Access for Inspection and Showing. Upon reasonable notice to Tenant and during normal business hours, Lesser and its agents shall have the right to enter and/or pass through the Premises at any time to inspect or examine the Premises and to show them to prospective purchasers, mortgagees or lessees of the Building. During the period of six (6) months prior to the Expiration Date of this Lease, Lesser and its agents may exhibit the Premises to prospective Lessers. 3. Lesser's Alterations and Improvements. If, at any time, any windows of the Premises are temporarily darkened or obstructed by reason of any repairs, improvements, maintenance and/or cleaning in or about the Building, or if any part of the Building, other than the Premises, is temporarily or permanently closed or inoperable, the same shall be without liability to Lesser and without any reduction or diminution of Tenant's obligations under this Lease. Upon providing prior notice to the Tenant, Lesser reserves the right to make such changes, alterations, additions and improvements in or to the Building and the fixtures and equipment thereof, as well as in or to the street entrances, doors, halls, passages, elevators, escalators and stairways thereof, and other public portions of the Building and the Property, as Lesser shall deem necessary or desirable, and no such alterations or changes shall be deemed a breach of Lesser's covenant of quiet enjoyment or a constructive eviction. 16 ARTICLE XX SIGNS AND OBSTRUCTION 1. Signs. Tenant shall not place or suffer to be placed or maintained upon any exterior door, roof, wall or window of the Premises or the Building, any sign, awning, canopy or advertising matter of any kind, and will not place or maintain any decoration, lettering or advertising matter on the glass of any window or door of the Premises except as consented to by Lesser, such consent shall not be unreasonably withheld. Said Building signage shall be subject to Lesser's reasonable approval and is subject to all appropriate governmental approvals. At Tenant's sole expense, Tenant agrees to maintain any such signage approved by Lesser in good condition and repair at all times and to remove the same at its sole cost and expense at the end of the Term of this Lease. Upon removal thereof, Tenant agrees to repair any damage to the Premises caused by such installation and/or removal at Tenant's sole expense. 2. Obstruction. Tenant shall not obstruct the corridors, elevators, stairs, Common Areas, sidewalks, parking lots or other public portions of the Building or the Premises in any manner whatsoever. ARTICLE XXI NOTICES 1. Notices. Any notice or other information required or authorized by this Lease to be given by either Party to the other may be given by hand with receipt; or sent by facsimile transmission; or by certified prepaid mail, return receipt requested; or by nationally recognized overnight courier service, to the other Party at the address stated below. Such address may be changed by either respective Party at any time by giving prior written notice as herein provided. Any notice or information given pursuant to this Section shall be deemed to have been given when received by the Party to whom it has been directed. AS TO LESSER: City Manager 100 N.W. 1st Delray Beach, Florida 33444 WITH A COPY TO: City Attorney 200 N.W. 1St Avenue Delray-Beach, Florida 33444 17 AS TO TENANT: Creative City Collaborative of Delray Beach,Inc. 180 NE 1st Street Delray Beach, FL 33444 Attention: Alyona Ushe,Executive Director Telephone No. (561)450-6357 ARTICLE XXII MISCELLANEOUS 1. Environmental Indemnity. Tenant agrees to indemnify and hold Lesser harmless from and against any and all loss, claim, liability, damages, injuries to person, property or natural resources, cost, expense, action or cause of action, arising in connection with the release or presence of any Hazardous Substances at the Premises, solely through the acts of Tenant, its officers, employees, contractors, agents or invitees, whether foreseeable or unforeseeable, regardless of the source of such release and when such release occurred or such presence is discovered. The foregoing indemnity includes, without limitation, all costs in law or in equity of removal, remediation of any kind, and disposal of such Hazardous Substances; all costs of determining whether the Premises is in compliance and to cause the Premises to be in compliance with all applicable environmental laws, all costs associated with claims for damages to persons, property or natural resources, and Lesser's reasonable attorneys' and consultants' fees and costs, whether or not litigation is instituted. For the purposes of definition, "Hazardous Substances" includes, without limitation, any toxic or hazardous wastes, pollutants (or substances, including, without limitation, asbestos, PCBs, petroleum products and by- products, substances defined or listed as "hazardous substances" or "toxic substances" or similarly identified in or pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. Section 9061 et. seq., hazardous materials identified in or pursuant to the Hazardous Materials Transportation Act 49 Section 1802 et. seq.). Nothing in this section is intended to alter or waive the Tenant's s entitlement to statutory or common law sovereign immunity, or to extend Lesser's liability beyond the limits established in Section 768.28, Florida Statutes, as amended. 2. Mold Exclusion. Tenant hereby acknowledges that Lesser has advised Tenant that it is possible for mold/mildew,'fungi/microbe-related forms to grow and affect the Premises and the property therein. Tenant agrees that Lesser shall not have any liability or responsibility whatsoever for any damage, loss, claim, or court expense arising out of or resulting from mold/mildew./fungi/microbe-related forms in the Premises. Accordingly, Tenant hereby releases Lesser, and their agents, employees, successors and assigns, from and against any and all claims arising out of or relating to mold/mildewifungi!microbe-related forms or any similar situation with respect to the Premises. In the event it is discovered that mold is present at the Premises then Tenant, at its sole cost and expense, shall promptly cause the mold condition to be remediated at Tenant's sole expense unless the mold resulted from Lesser's failure to comply with its maintenance obligations under this Lease, in which case the remediation of the mold condition shall be undertaken by Lesser at its cost and expense. 18 3. Asbestos. Tenant shall comply with all regulations enacted by the Occupational Safety and Health Administration {"OSHA"), as set forth in Sections 1910.1001 and 1926.1101 of Tile 29 of the Code of Federal Regulations (the "OSHA Regulations„ ). In the event that Tenant performs any alterations to the Premises, Tenant shall be solely responsible for any contaminant or encapsulation of asbestos-containing materials "ACM” and materials designated by OSHA as presumed asbestos-containing materials ("PACM") located in the Premises, or resulting remediation made necessary as a result of Tenant's work. In addition, the following materials, if located in properties constructed prior to 1981, must, in accordance with the OSHA Regulations , be treated as PACM; any thermal system insulation and surfacing material that is sprayed on, troweled. on, or applied in some other manner, as well as any resilient :flooring material installed in 1980 or earlier. Upon written request by Tenant, Lesser shall provide Tenant with copies of any information pertaining to ACM or PACM in Lesser's files. 4. Radon Gas. Pursuant to Florida Statutes, Section 404.056[6], the following disclosure is required by law: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of Radon that exceed federal and state guidelines have been found in buildings inFlorida. Additional information regarding Radon and Radon testing may be obtained from your county public health unit. 5. Estoppel Certificates. Each party agrees, at any time and from time to time as requested by the other party, to execute and deliver to the other a statement certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same are in full force and effect as modified and stating the modifications), certifying the dates to which the Rent and other charges have been paid, stating whether or not the other party is in default in performance of any of its obligations under this Lease, to the best of the certifying parties' knowledge, and, if so, specifying each such default, and stating whether or not any event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default, and, if so, specifying each such event. Lesser also shall include in any such statements such other information concerning this Lease as Lesser may reasonably request 6. No Recordation. This Lease shall not be recorded in the Public Records of Palm Beach County. 7. Governing Law. This Lease shall be governed by and construed in accordance with the laws of the State of Florida, and in the event litigation arises between the parties in connection with any of the terms of this Lease, exclusive venue shall lie in the Circuit Court in Palm Beach County, Florida. If any provision of this Lease or the application thereof to any person or circumstance shall, for any reason and to any extent, be invalid or unenforceable, the remainder of this Lease shall remain in full force and effect. The captions, headings and titles in this Lease are solely for convenience of reference and shall not affect its interpretation. This Lease shall be construed without regard to any presumption or other rule requiring construction against the party causing this Lease to be drafted. Each covenant, agreement, obligation or other provision of this Lease on Tenant's part to be performed shall be deemed and construed as a separate and independent covenant of Tenant, not dependent on any other provision of this Lease. 19 All terms and words used in this Lease, regardless of the number or gender in which they are used, shall be deemed to include any other number and any other gender, as the context may require. 8. No Partnership or Joint Venture. Nothing contained in this Lease will be deemed or construed to create a partnership or joint venture between Lesser and Tenant, or to create any other relationship between the parties other than that of Lesser and Tenant. 9. Capacity to Execute Lease. If Tenant is other than a natural person, Tenant represents that it is legally constituted, in good standing and authorized to conduct business in the State of Florida. Tenant further represents that the person who is executing this Lease on its behalf has the full power and authority to perform such execution and deliver the Lease to Lesser, and that upon such execution and delivery, the Lease shall be valid and binding upon Tenant in accordance with its respective terms and conditions. 10. Exculpation of Lesser. Lesser's obligations and liability to Tenant with respect to this Lease shall be limited solely to Lesser's interest in the Property and neither Lesser, nor any officer, agent, or representative of Lesser, shall have any personal liability whatsoever with respect to this Lease. 11. Waiver of Trial by Jury. IT IS MUTUALLY AGREED BY AND BETWEEN LESSER AND TENANT THAT THE RESPECTIVE PARTIES HERETO SHALL,AND THEY HEREBY DO, WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES AGAINST THE OTHER ON ANY MATTER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS LEASE, THE RELATIONSHIP OF LESSER AND TENANT OR TENANT'S USE OR OCCUPANCY OF THE PREMISES, OR BY ANY COURSE OF CONDUCT OR COURSE OF DEALING. 12. Entire Agreement. This Lease constitutes the entire understanding between the parties and shall bind the parties, their successors and assigns. No representations, except as herein expressly set forth, have been made by either party to the other, and this Lease cannot be amended or modified except by a writing signed by Lesser and Tenant. 13. Sale of Premises by Lesser. The parties agree that Landlord has the right to sell the Premises, subject to this Lease, at any time during the Lease Term. 14. Governmental Functions. A. The parties agree that this Lease shall not constitute a waiver of any portion of the City of Delray Beach's Code of Ordinances, Land Development Regulations, or any other applicable law, code, or regulation, and that the Tenant shall comply with all applicable statutes, codes, regulations, and ordinances that apply to the Tenant's performance of its obligations pursuant to this Lease. 20 B. To the extent approval or permission must be obtained from the City of Delray Beach, such approval or permission shall be granted or denied in accordance with applicable governmental regulations, rules, laws, and ordinances, and no person shall have any vested rights. C. The Lesser has not waived its sovereign immunity and the limits of tort liability set forth in F. S. §768.28(5), as may be amended from time to time; and D. Any action by Lesser shall be without prejudice to, and shall not constitute a limit or impairment or waiver of, or otherwise affect the Lesser's right to exercise its discretion in connection with its governmental or quasi-governmental functions. IN WITNESS WHEREOF, the parties have executed this Lease the day and year first above written. ATTEST: By: CITY OF DELRAY BEACH, FLORIDA City Clerk By: Mayor APPROVED AS TO LEGAL FORM: By: City Attorney ATTEST: CREATIVE CITY COLLABORATIVE OF DELRAY BEACH, LLC By: By: City Clerk Approved as to Form: By: City Attorney 21 STATE OF COUNTY OF The foregoing instrument was acknowledged before me this day of 2015 by of a corporation, on behalf of the corporation. He/She is personally known to me/or has produced (as identification). Signature of Notary Public 22 LIST OF EXHIBITS 1. EXHIBIT "A" - DRAWING DEPICTING THE LOCATION OF THE LEASED PREMISES WITHIN BUILDING 2 EXHIBIT "B" -LIST OF EQUIPMENT AND FIXTURES OWED BY THE CREATIVE CITY COLLABORATIVE OFDELRAY BEACH,INC. 23 m a , I _ M C t I I t Z i >K NORTH !t GOrnmZ 0 '3 Fn z m -� D mm m z N.E.4STAVENUE PROPERTY LINE__„ °u P0 .oCs 1.J� SUBSTATION On A Z m Pa� 1 "� I SERWCF CORPoOOR(CE) s-r V Sign 3 Z ' r O a n m �° o 6 z �nQmo-nQm 5 D y 00 € M -u co C C);u ,47 ' it z=m M V? ooa °I > Q MB A a. eti:i` m ! O ,.0 9 � D a 1!2 0.6 4.4 m w 2 10 o >Ce m .2 o 29.7 a { ft NMI 1A p 0 j% lr O O � in N.E.2ND AVEHUE PROPERTY UNE EXHIBIT "B" Arts Garage Installed Equipment Stage Sectionals 20x16 with front apron and 3 stair units Sound System 4 EV(electro voice)power speaker system 2 EV(electro voice)monitor system 1 Sound Craft 8 channel 1000 watt mixer board 1 galaxy sound cabinet 2 wireless EV microphones with receivers Lighting 6 ETC Source 4 jr 50 degree/70 volts/15A 4 ETC Source 4 jr 25-50 degree zoom/70 volts 5 Par can lights 1 ETC Express 250 -Console unit 1 ETC Micro vision—Console unit 5 Cafe hanging house lights Black Drapery (staging;window treatments) 1 14'x11'6" 2 12'x8' 1 11'x5' 7 12'x12' 8 2'x12' 4 12'x10' 1 101.6 1lx4'.6" 1 12'x4.6' 1 25'wxl'.6"h 6 1'6"x12' 2 12'6"x25' Moveable walls 2 -10x10 Security System American security installed unit with 3 motion detectors,l keypad, and overhead wiring Rigging; 2(10ft)pipe suspended for lighting plan 4(8ft)pipe for suspended over stage light plan Projector System 1 Ekki Lumens 1000 projector with 10 ft.wide retractable screen Comcast phone and Internet 1 control unit with 4 handheld devises(Panasonic)with wiring through conduit to control room. 1 Sonic wall wireless devise 1 Dell server with wiring 1 HP Procurve network unit with wiring 1 phone board with Ethernet/ Cabling w MEMORANDUM r TO: Mayor and City Commissioners FROM: DATE: January 8, 2015 SUBJECT: AGENDA ITEM 8.G.-REGULAR COMMISSION MEETING OF JANUARY 20,2015 PROCLAMATIONS WHEREAS, February is designated as black history month and African Americans have contributed immeasurably to the richness of our dynamic, multicultural society. They embody our Nation's core values, including devotion to family,commitment to hard work and pride in their heritage,and have added to every aspect of our national life;and WHEREAS, we must bear witness to the progress, richness, and diversity of African American achievement;and WHEREAS, the preservation and conservation of African American heritage and culture are important to our history;and WHEREAS, an observance of African American achievement has been recognized since 1926;and WHEREAS, it is important that we share this celebration of the human spirit as demonstrated by the traditions and legacies of our African American citizens. NOW, THEREFORE, I, CARY D. GLICKSTEIN, Mayor of the City of Delray Beach, Florida, on behalf of the City Commission do hereby proclaim the month of February,2015 as: BLACK HISTORY MONTH and encourage all of our residents to join in this recognition of the accomplishments and contributions made to our community and country by African Americans. IN WITNESS WHEREOF, I have hereunto set my hand and caused the Official Seal of the City of Delray Beach, Florida, to be affixed this 20th day of January, 2015. CARY D. GLICKSTEIN MAYOR w MEMORANDUM r TO: Mayor and City Commissioners FROM: DATE: January 12, 2015 SUBJECT: AGENDA ITEM 8.H.-REGULAR COMMISSION MEETING OF JANUARY 20,2015 AWARD OF BIDS AND CONTRACTS w MEMORANDUM W TO: Mayor and City Commissioners FROM: Randal Krejcarek, P.E., Director of Environmental Services Department Isaac Kovner, P.E., City Engineer Tim Tack, Project Manager THROUGH: Donald B. Cooper, City Manager DATE: December 31, 2014 SUBJECT: AGENDA ITEM 8.H.1-REGULAR COMMISSION MEETING OF JANUARY 20,2015 BID AWARD/MBR CONSTRUCTION INC./FH PUBLIC PLAZA BACKGROUND Consider an award to MBR Construction, Inc. in the amount of$320,195.36 for the Fire Headquarters Public Plaza Project(P/N 2011-17). Staff solicited bids through the formal competitive bid process. The city received four (4) responses. The award is recommended to the lowest responsive bidder, MBR Construction, Inc. in the amount of $320,195.36 for the Fire Headquarters Public Plaza Project (P/N 2011-17). Attached is a copy of the bid tabulation and project location map. This project is in coordination with the Community Redevelopment Agency, and is part of the Downtown Master Plan. The project entails the design of a public plaza on the northwest corner of the intersection of W Atlantic Avenue and NW 5th Avenue, featuring artistic element(s) suitable for the nature of the site. The project will also refresh the landscaping and hardscaping along the front of the Fire Rescue building. The project limits are defined as the area between the street sidewalk and face of building or wall from the sidewalk that connects the west building entrance to Atlantic Avenue to the concrete apron at the east emergency vehicle exit driveway on the east side of the building. The recommendation for award is in compliance with the Code of Ordinances, Chapter 36, Section 36.02 (A), "Sealed Competitive Method". Funding shall be provided by the Community Redevelopment Agency per the CRA/City Interlocal Agreement for Funding Construction/Professional Services FY 2014-2015: $275,000 is available from account #334-2311-522.68-71 (General Capital Improvement Fund) and $45,195.36 from account #448-5461-538.68-71 (Stormwater Utility Fund). DISCUSSION Recommendation for City Commission to consider an award to MBR Construction, Inc. in the amount of$320,195.36 for the Fire Headquarters Public Plaza Project(P/N 2011-17). OPERATING COST Funding shall be provided by the Community Redevelopment Agency per the CRA/City Interlocal Agreement for Funding Construction/Professional Services FY 2014-2015: $275,000 is available from account #334-2311-522.68-71 (General Capital Improvement Fund) and $45,195.36 from account #448-5461-538.68-71 (Stormwater Utility Fund). TIMING OF THE REQUEST All bids shall remain subject to acceptance for a period of ninety (90) days after the bid opening of December 12, 2014. Therefore, an award of the contract must take place by March 12, 2015 to guarantee the bidder's proposed contract prices. FUNDING SOURCE Funding is available from account #334-2311-522.68-71 (General Capital Improvement Funds) and#448-5461-538.68-71 (Stormwater Utility Fund). 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O Z LL ❑ h J n- c a 2 U µ � y O Q ' N LD N LL LL a > E2 N cl N J d D y LPL LL — [n O O N F y m °i r m - M '0 U LL O Z -- °' m M 'n o L y v a d W w LL 0 N aR W -9— r.� c 6 m E F v N d ❑ a M 3 c a c= c c O ,O a m m ° mQ LL m 4 j y o a — 7 y O❑ �3¢ W LL O U o C E m }c a i2 E o c U p w p U m m m yo U m ca .x L c a o� Q o 0 a T t� ❑ p 0' 4i o 0w W cli m )MW❑ q m om uV o W rE11 E y y N y N Y m J@ p >U a N ¢ 3 " yo2 E�"mc ° mm cm ico mo � `ccQ x � �U � � � mm2 ¢M ° 1� 3m .2ao � .�, o w Z = 'C c c r a LLa �aN°° : 0[L inaamcc12) Fw ❑w¢ aD�a •� v O O o NMV it m t 't0 NM ulmhmrnorNM� a a a v v v v v u'>�n u>in ug in �n�n u)en rn m m m m LL � Qa �-Ql0 oLL a. I!}-► � a is - � �^� i - FL ML cz m st FD t �..L — a s Nw 6th Av { y lit 04 �r O N m N Z � w MEMORANDUM W TO: Mayor and City Commissioners FROM: Community Improvement THROUGH: Donald B. Cooper, City Manager DATE: December 18, 2014 SUBJECT: AGENDA ITEM 9.A.-REGULAR COMMISSION MEETING OF JANUARY 20,2015 WAIVER REQUESURACK'S FAT ROOSTER RESTAURANT BACKGROUND Rack's Fat Rooster Restaurant is situated in a two-tenant building located at 204 E. Atlantic Avenue, the corner of Atlantic Avenue and SE 2nd Avenue. SPRAB approved a site plan modification on September 23, 2014, to allow a change to the architectural elevations by raising the parapet wall along the north and west elevations to provide a visual definition between the restaurant, Rack's Fat Rooster and Unique Boutique. LDR Section 4.6.7(J)(3) prohibits signs to be located above the roofline or on the parapet. Given the design of the building, there is very little space available for the installation of signage on the face of the building below the roofline and awning structure. Staff recommended that the applicant place their signage on the awning. However, the applicant was opposed to this recommendation as he did not feel it would appeal to the clientele that would be attracted to this establishment. The applicant believes the placement of the flat wall signs on the north and west elevations is the best placement for signage, since the existing roof height is low and the parapet walls were modified to provide visual definition to the space. While a projecting sign was considered by the applicant, it could not be placed under the awning due to height clearance restrictions. The proposed flat wall signs were considered by the Site Plan Review and Appearance Board at their regular meeting on November 12, 2014. SPRAB voted to support the waivers (4-1) to LDR Section 4.6.7(J)(3) to allow two (2) flat wall signs to be placed above the roofline with the condition that the west elevation wall sign be reduced 1/3 to look more symmetrical with the building. Rack's Fat Rooster's justification letter for the waiver is attached for reference. Waivers under the LDR Section 2.4.7(B)(5) require that prior to granting a waiver, the granting body shall make findings that granting of the waiver: (a) Shall not adversely affect the neighboring area; (b) Shall not significantly diminish the provision of public facilities; (c) Shall not create an unsafe situation; and (d) Does not result in the grant of a special privilege that the same waiver would be granted under similar circumstances on other property for another applicant or owner. SPRAB approved modifications to the elevations that resulted in a parapet wall (above the roofline) that accommodates better signage for the building and its customers. Staff is unaware of a similar modification to an elevation, which has resulted in somewhat of a unique situation. Therefore, if the City Commission wishes to grant this waiver, it would not result in a "grant of a special privilege" as the same waiver could be granted under a similar circumstance on another property. However, that would be unlikely. Therefore, a positive finding can be made to waive Section 4.6.7(J)(3) to allow the two signs to be placed about the roofline. FINANCIAL DEPARTMENT REVIEW There is no fiscal impact as it relates to the waiver request. DISCUSSION Consideration to approve a waiver to allow two (2) flat wall signs to be placed above a roofline for Rack's Fat Rooster Restaurant. OPERATING COST There are no costs associated with this request. TIMING OF THE REQUEST The waiver is time-sensitive as the restaurant wants to open in January and would like their signage to be in-place. RECOMMENDATION Motion to approve the waiver to LDR Section 4.6.7(J)(3) for two (2) flat wall signs to be placed above the roofline or on the parapet for Rack's Fat Rooster Restaurant. i Covelli Design Associates, 1 nc. Urban Planning • Landscape Architecture October 21, 2014 MS. Jennifer Buce City of Delray Beach 100 N.W. 1 st Avenue Delray Beach, Florida 33444 Re: Sign Waiver Request— Roof Signs Dear Ms. Buse, This letter is a waiver request pursuant to Section 2.4.7(B) of the Delray Beach Land Development Regulations ("LDRs"). Please accept this letter as a formal request involving the granting of relief from the following LDR Sections: LDR Section 4.6.7(J)(3)— Roof Signs LDR Section 2.4.7(6)(5) requires that the governing body make positive findings to support the granting of a waiver based on the following: (A) The waiver shall not adversely affect the neighboring area; (B) The waiver shall not significantly diminish the provision of public facilities; (C) The waiver shall not create an unsafe situation; and, (D) The waiver does not result in the granting of a special privilege in that the same waiver would be granted under similar circumstances on other property for another applicant or owner. The waiver will not adversely affect the neighboring area, significantly diminish the provision of public facilities, create an unsafe situation and/or result in the grant of a special privilege in that the same waiver would be granted under similar circumstances on other property for another applicant or owner. Thus, this waiver request should be approved. Positive findings with respect to LDR Section 2.4.7(B)(5) Waiver Findings, can be made as follow: The waiver shall not adversely affect the neighboring area. The granting of the waiver will not adversely affect the neighborhood. The modifications to the building elevations were reviewed and modified and after three meetings at SPRAB approved as currently presented. The elevations were modified to give each portion of the building as utilized by different tenants and individual identity through the use of materials, textures, color and most significantly modifications to the parapet 2295 NW Corporate Blvd w Suite 213 • Boca Raton, Florida 33431 561 .910.0330 ® Landscape Architecture # LC 26000287 wvvw.coveII ides ign.com walls. Parapet walls were modified to provide visual definition to the tenant spaces. The roof of the existing building is low buy comparison to surrounding buildings. Because of the low roof height, the existing awning configuration, and existing lights above the awning there is very little space available for the installation of a sign on the face of the building below the roof line. The intention is to utilize the area above the awning and within and below the top of the parapet wall for the installation of signage. The signage will blend with the architecture and the modification of the building elevations. This will be an improvement to the building and surrounding area and therefore will not have an adverse effect on the area. The waiver shall not significantly diminish the provision of public facilities. The existing building is utilizing existing utility connections. Sidewalks are on two sides of the building and will remain to provide access to and past the building. The waiver will not diminish the use of public facilities. The waiver shall not create an unsafe situation. The signage will be on the building fastened as per the city building code to insure a sfe installation. The granting of the waiver will not create an unsafe condition. The waiver does not result in the granting of a special privilege in that the same waiver would be granted under similar circumstances on other property for another applicant or owner. No special privilege will result from the granting of this waiver. As this waiver has been granted in similar instances for past waiver requests. BURGERFI and Spodak are some of the most recent requests that have been granted. Therefore, no special privileges will be received by granting the waiver request. Positive findings with respect to LDR Section 2.4.7(6)(5) Waiver Findings. I respectfully request that a positive finding be made with respect to LDR Section 2.4.7(B)(5), Waiver Findings, based upon the justifications set forth herein and the this waiver be approved. `Sincer ly Cov Ii De "gn A 'j'�ciates, Inc. Michael,J: Covelli, ASLAI AICP w r ,n r Lf .f j cc Li ZIR rp x. r s T % Y 3 J 3 a LL w n L a LL �i c (L G F 4 � �3 cu N a m 2 y - V W W CD W o _ W a � J iu ¢ LO o = z $ v EZ:l LLm ii a o. r � � o - II Q } Q Z z Z ¢ Cl F U Q = W U N - d+ cc W . ■ a � m ` ❑ N A W °nE fi N C❑ J '� C a a c Q � 3 B E 3 E O M 0 N m [L fil m N o e"o �a till „fie- ,'�•. ✓ y��i _ �_ - '.,ate --- ':v r J /�,/ - ~ � .�`� z`'fir r.:° •-� I!I ��Ynk1 _ a5 � 1 � ti IIII I gyp.' 1 4 5 y • .id Wt 2'� �.' � 4{ �� � i.. i I � I I V . lil!I'I!II�I',I`1 :`illll[ii� tlJf� i.' - 4 UIIIII:1 I� II ! i _ L � ZAI ^" to . � s 'is' 7. ;� .i. -. .~ ���-_��T' 3�� �y_ �Y its ?•'. n• :f:ACA �•.:err�..' � - � ' e h. 3i. •. .� i I } i 1 - �- . IN THE CITY COMMISSION CHAMBERS OF THE CITY OF DELRAY BEACH, FLORIDA ORDER OF THE CITY COMMISSION OF THE CITY OF DELRAY BEACH, FLORIDA WAIVER REQUEST FOR RACK'S FAT ROOSTER RESTAURANT AT 204 E. ATLANTIC AVENUE 1. This waiver request came before the City Commission on January 20, 2015. 2. The Applicant and City staff presented documentary evidence and testimony to the City Commission pertaining to the waiver requests for Gary Rack's Fat Rooster Restaurant at 204 E. Atlantic Avenue. All of the evidence is a part of the record in this case. Required findings are made in accordance with Subsection I. I. WAIVERS: Pursuant to LDR Section 2.4.7(B)(5), prior to granting a waiver, the approving body shall make a finding that the granting of the waiver: (a) Shall not adversely affect the neighboring area; (b) Shall not significantly diminish the provision of public facilities; (c) Shall not create an unsafe situation; and, (d) Does not result in the grant of a special privilege in that the same waiver would be granted under similar circumstances on other property for another applicant or owner. A. Waiver to LDR Section 4.6.70)(3) Pursuant to LDR Section 4.6.7(J)(3), a sign erected on the roof, or above the roof line, or on the parapet is a prohibited sign. The applicant is proposing two flat wall signs to be placed above the roofline or on the parapet. Should the waiver to Section 4.6.7(J)(3) allowing two flat wall signs to be placed above the roofline on the parapet at 204 E. Atlantic Avenue be granted? Yes No 1 3. The City Commission has applied the Comprehensive Plan and LDR requirements in existence at the time the original development application was submitted and finds that its determinations set forth in this Order are consistent with the Comprehensive Plan. 4. The City Commission finds there is ample and competent substantial evidence to support its findings in the record submitted and adopts the facts contained in the record including but not limited to the staff reports, testimony of experts and other competent witnesses supporting these findings. 5. Based on the entire record before it, the City Commission approves denies this waiver request. 6. Based on the entire record before it, the City Commission hereby adopts this Order this 20th day of January 2015, by a vote of in favor and opposed. ATTEST: Cary D. Glickstein, Mayor Chevelle Nubin, City Clerk 2 w MEMORANDUM W TO: Mayor and City Commissioners FROM: Tracie Lutchmansingh, Assistant City Engineer Isaac Kovner, City Engineer Randal Krejcarek, Director of Environmental Services THROUGH: Donald B. Cooper, City Manager DATE: December 17, 2014 SUBJECT: AGENDA ITEM 9.B.-REGULAR COMMISSION MEETING OF JANUARY 20,2015 CONSIDER A SIDEWALK IN-LIEU FEE/130 S.E.7TH AVENUE BACKGROUND The subject property is located at 130 SE 7th Avenue, refer to location map (Exhibit A). A building permit application for the construction of a new single family residence was submitted in February 2014. Permits were issued April/May 2014 indicating a 5-foot sidewalk will be installed along SE 7th Avenue. In October 2014, the developer requested a sidewalk deferral or the option to pay the sidewalk in-lieu fee. On November 20, 2014, DSMG (Development Services Management Group) did not support a sidewalk deferral or the in-lieu fee option and requested that the sidewalk be installed for the following reasons: 1) According to the Transportation Element of the City's Comprehensive Plan Policy D-3.7: The City shall eliminate the missing links in the sidewalk network throughout the TCEA and within 1/4 mile of its boundaries by FY 09/10. 2) As depicted on the photograph (Exhibit B) the Owner/Contractor installed street Parallel Parking for the home located at 130 SE 7th Ave. It would only be reasonable to assume that behind the newly installed"D" Curb a 5 foot sidewalk could be installed. On December 16, 2014, the developer submitted letter (Exhibit C) requesting to be placed before City Commission to request payment of in lieu fee for the sidewalk, see attached letter from Chuck Halberg. Mr. Halberg stated, "we believe installing this walk to nowhere at this time is a hazard. There currently is no sidewalk to the south and no sidewalk to the north. There are currently 23 parking spots to the north which prohibits the installation of that section of sidewalk so no connection can be made at this time." DISCUSSION Consider a request from the property owner of 130 SE 7th Avenue for a sidewalk deferral or the option to pay the sidewalk in-lieu fee. TIMING OF THE REQUEST The contractor is nearly complete with the construction of the home and will be requesting a Certificate of Occupancy from the Building Department. Therefore, timing of this request is of high importance. RECOMMENDATION Staff does not support the sidewalk in-lieu fee option. Sidewalk installation is required. NORTH I inch=60 feet i 130 . • w r. T SE 2nd St ii � 1� N f� a 130 SE 7TH AVE. LOCATION MAP o--t P.th S NEn9CADD\GIS\P,.j..ts\K—n.ff. .f Qty-d x I , �a 49 s "vA r 1 A 4�4SS J°�a�i �2 f �'r jrM1 ITr1N`� 1 6 �� 1 f M1 ✓r�'� �' a `�� s s ;��� t�r V r �! I � ! ?I � 1 a 1 V h 1 a STUART & SHELBY DEVELOPMENT- GENERAL CONTRACTORS December 16, 2014 Delray Beach Planning and Building 100 NW 1st Avenue Delray Beach, FL 33445 Attn: Dana Little Re: Bill & Carolyn Schroth 130 SE 71h Avenue Delray Beach, FL 33483 Sidewalk in lieu fee This letter formally asks to be placed before the City Commission to request payment of in lieu fee for the sidewalk on the above property. We believe installing this "walls to nowhere" at this time is a hazard. There currently is no walk to the south and no walk to the north. There are currently 23 parking spots to the north which prohibit the installation of that section of sidewalk so no connection can be made at this time. Additionally, depending on when this item would go before the commission,we are requesting extension of the Temporary Certificate of Occupancy so the Schroths can continue to live in the home until this request is formally heard and a decision made by the Commission We look forward to the opportunity to present to you. If you need any further information please feel free to contact me. Thanks Hr C hk n. vvt Stuart&Shelby Development "Built with Integrity and Pride" Delray Beach 2013-2014 Business of the Year Delray Beach 2010-2011 Business Person of the Year Ken Ellingsworth Community Service Award 2008, 2011, 2013 205 George Bush Boulevard- Delray Beach, FL 33444 Phone: 561-637-7902- Fax: 561-637-7904-Cell: 561-809-1266 www.stuartandshelby.com 205 George Bush Blvd • Delray Beach, FL 33444 Phone 561-637-7902 *lax 561-63'/-7904 a www.stuartandshelby.com IN THE CITY COMMISSION CHAMBERS OF THE CITY OF DELRAY BEACH, FLORIDA WAIVER REQUEST FOR THE SIDEWALK INSTALLATION FOR 130 S.E. 7t" AVENUE ORDER OF THE CITY COMMISSION OF THE CITY OF DELRAY BEACH, FLORIDA 1. The waiver request came before the City Commission on January 20, 2015. 2. The Applicant and City staff presented documentary evidence and testimony to the City Commission pertaining to the waiver request for the sidewalk installation requirements for 130 S.E. 7th Avenue. All of the evidence is a part of the record in this case. I. Waiver: Pursuant to LDR Section 6.1.3(D)(1)(b), where it is clear that the sidewalk system will not serve its intended purpose, the requirement for sidewalks on both sides of a street may be reduced to installation of a sidewalk along only one side of the street, during the site plan or plat process, as appropriate. Similarly, a complete waiver may also be granted. A. Waiver to LDR Section 6.1.3(C)(4). Pursuant to LDR Section 6.1.3(C)(4), sidewalks shall be constructed prior to the issuance of a certificate of occupancy for the property upon which they abut. However, installation of sidewalks within a residential subdivision may be waived or deferred. Or, in situations where it is inappropriate to install a sidewalk concurrent with development, installation of a sidewalk may also be substituted by an in lieu payment of funds sufficient to pay for installation of the sidewalk at a later date in pursuant to 6.1.3(D)(3). The applicant is asking to waive the requirement for the installation of the sidewalk and if granted pay an in lieu fee. i. Should the waiver for the sidewalk installation for 130 S.E. 7th Avenue be granted? Yes No If the waiver is not granted, no further action is required by the City Commission. If the waiver is granted, the following must be considered: ii. Should the applicant be required to pay an in lieu fee to cover the cost of the sidewalk installation at a later date? Yes No 3. The City Commission has applied the Comprehensive Plan and LDR requirements in existence at the time the original site plan application was submitted and finds that its determinations set forth in this Order are consistent with the Comprehensive Plan. 4. The City Commission finds there is ample and competent substantial evidence to support its findings in the record submitted and adopts the facts contained in the record including but not limited to the staff reports, testimony of experts and other competent witnesses which supports the findings set forth in this Order. 5. Based on the entire record before it, the City Commission approves denies the waiver request for the sidewalk installation at 130 S. E. 7th Avenue and hereby adopts this Order this 20th day of January, 2015, by a vote of in favor and opposed. ATTEST: Cary D. Glickstein, Mayor Chevelle Nubin, City Clerk 2 3 w MEMORANDUM W TO: Mayor and City Commissioners FROM: Planning and Zoning Department THROUGH: Donald B. Cooper, City Manager DATE: December 19, 2014 SUBJECT: AGENDA ITEM 9.C.-REGULAR COMMISSION MEETING OF JANUARY 20,2015 CONDITIONAL USE REOUESUSUNFLOWER CREATIVE ARTS CHILD CARE FACILITY BACKGROUND The item before the City Commission is a Conditional Use request to establish a Child-Care Facility (Sunflower Creative Arts Child Care) at 227 Dixie Boulevard, within the Del-Ida Park Historic District. The project consists of the adaptive reuse of the 3,132 square foot, contributing structure from a single- family residence to a Child Care Facility, along with associated site improvements including a thirteen (13) space parking area located on the east side of the property. The parking area is accessed from Dixie Boulevard by a circular drive extending to the front of the structure. The submitted Description of Proposed Use indicates that "Sunflower" was established 22 years ago, and is presently located inside a church in Boca Raton. Sunflower is looking to establish their first "home" and "create a facility for licensed child care, providing an arts and nature-based alternative day care option to parents in the area." The facility will provide service for up to twenty-five (25)pre-school aged children, Monday through Friday, between the hours of 8:30am and 2:30pm, with extended care hours from 8:00am-6:00pm. A wood privacy fence will screen the "nature" playground area from view while providing security for the students. The complete review and analysis of the project is provided in the attached Planning and Zoning Board Staff Report. REVIEW BY OTHERS The Historic Preservation Board considered the subject Conditional Use request at its December 3, 2014 meeting, and recommended approval on a vote of 4-0 (Sherman, Sexton, and Miller absent). The Community Redevelopment Agency (CRA) considered the subject Conditional Use request at its December 11, 2014 meeting, where a consensus was made to support the request. The Planning and Zoning Board considered the subject Conditional Use request at its December 15, 2014 meeting, and recommended approval on a vote of 4-0 (Franciosa and Byrd absent; Pike stepped down). Courtesy notices were sent to the representatives of the Del-Ida Park Historic District and the Delray Citizen's Coalition. A Public Notice sign was posted at the site on Monday, December 8, 2014, and formal Public Notices were provided to property owners within a 500' radius of the subject property. No letters of support or concern have been submitted. RECOMMENDATION Approve the Conditional Use request for a child care facility (Sunflower Creative Arts Child Care)to be established at 227 Dixie Boulevard, Del-Ida Park Historic District, based upon positive findings with respect to Chapter 3 (Performance Standards), Section 2.4.5(E)(5) (Required Findings), and the Comprehensive Plan, subject to the following conditions: 1. That should the Royal Poinciana tree be removed, due to necessity (i.e. poor condition) or other justifiable means, then an appropriate substitution should be required as deemed acceptable by the City's Landscape Planner, and in accordance with the LDRs; 2. That a site plan, similar to the plan submitted for Conditional Use review be granted approval by the HPB; and, 3. That compliance with LDR Section 4.3.3(E) be assured, with a plan specifying the dedicated areas for the students, a statement explaining the proposed play area to include any relevant exhibits or illustrations, and a statement of commitment regarding compliance with State and County regulations. rr"LANNING AND ZONING BOARD CITY OF DELRAY BEACH STAFF REPORT MEETING DATE: December 15, 2014 ITEM: 227 Dixie Boulevard, Sunflower Creative Arts Child Care, Del-Ida Park Historic District — Conditional Use (2015-027) for the adaptive reuse of a contributing structure from a single-family residence to a child care facility. GENERAL DATA: Owner:............ .......... Barbara Marshall, George McMurrain, Thomas McMurrain, and Marlene McMurrain McKay Trust a I , Agent:.................... ... Urban Design Kilday Studios = 7(--Contact: Joni Brinkman i I 1 Location:..................... 227 Dixie Boulevard N.E. 11TH ST. i I , Property Size:.............. .56 acres -- N.E. Future Land Use Map:... Transitional (TRN) ! 1 I ' i Current Zoning:............ Residential Office (RO) RE 9TH `i w Adjacent Zoning:.....,.... E } BUSH BPULEV of�.L ; South: RO i.. .,. _r.,. P i East: RO rt i _ 'N E 7TH ST. °y West: RO Existing Land Use:........ Single-Family Proposed Land Use:..... Child Care Facility 5 TE R. ...... Water Service:............ Existing on site provided via an 8" main �- _� WL r- Sewer Service:............ Existing on site provided via an 8 main N LT. o �. `............. — .E. 5TH N E. 5TH ST, } tt ..!._... — N.E. 4TH ST. _ 3 _.._........ ULI LL BEFORE THErt RD,. .. The action before the Board is that of making a recommendation to the City Commission on a Conditional Use request to permit Sunflower Creative Arts Child Care to be established at 227 Dixie Boulevard, Del-Ida Park Historic District, pursuant to Land Development Regulations (LDR) Section 2.4.5(E). � . 3.- 134CK ND PROJECT;®ESCRIPTIUN The subject property consists of .56 acres (Lots 15, 16, & 17, and the southerly '/2 of Lot 18, Block 18, Del-Ida Park) within the Residential Office (RO) zoning district. A circa 1949, one- story, ranch style single-family residence is located on the property, and is classified as contributing in the Del-Ida Park Historic District. There are no other requests on file for the subject property. The subject request is to establish a Child Care Facility at the subject property. The project consists of the adaptive reuse of the 3,132 square foot, contributing structure from a single- family residence to a Child Care Facility, along with associated site improvements including a thirteen (13) space parking area located on the east side of the property. The parking area is accessed from Dixie Boulevard by a circular drive extending to the front of the structure. The submitted Description of Proposed Use indicates that "Sunflower" was established 22 years ago, and is presently located inside a church in Boca Raton. Sunflower is looking to establish their first "home" and "create a facility for licensed child care, providing an arts and nature-based alternative day care option to parents in the area." The facility will provide service for up to twenty-five (25) pre-school aged children between the hours of 8:30am and 2:30pm, with extended care hours from 8:00am-6:00pm. A wood privacy fence will screen the "nature" playground area from view while providing security for the students. The Conditional Use request for Sunflower Creative Arts Child Care to be established at 227 Dixie Boulevard is now before the Board for consideration. '...' CONDITIONAL ISEaANALY$IS t I I � Pursuant to LDR Section 4.4.17(D)(1), child care facilities are permitted within the RO zoning district as a Conditional Use. Pursuant to LDR Section 4.4.17(H), Special Regulations. (9) All buildings and structures shall appear to be residential in character regardless of the actual use therein, shall be kept in a sound and attractive condition, and in established neighborhoods shall be generally compatible in architectural style and scale with the surrounding area. (2) A building or structure in the RO District may contain either a residential use, an office use, or a mix of uses. (3) All parking for non-residential principal uses and conditional uses shall be located in the side or rear yard or adjacent to a rear alley. No parking shall be located in the area between any street and the structure (building). Where there are existing buildings, administrative relief[Section 2.4.7(D)]may be sought from this subsection (3)provided it is determined that compliance with these provisions is not feasible and that the residential character of the area will be maintained and that such parking area shall be substantially screened from off-premises view by, at least, a four-foot high hedge. Planning &Zoning Board Staff Report; December 15,2014 Conditional Use Request; 227 Dixie Boulevard, Sunflower Creative Arts Child Care Page 2 While the subject regulations will be thoroughly analyzed with the Class 1/ Site Plan application, it is important to consider them concurrently with the Conditional Use. With the adaptive reuse of the contributing structure, the residential character of the site will not be significantly altered with the exception of the addition of a parking area. However, the parking area, which will be finished in decorative brick pavers, is situated to the side of the structure, as opposed to the front, so that the impact on the character is minimized, and thereby meets the intent of Special Regulation (3), noted above. Screening of the parking area with landscaping has been proposed between the right of way and the spaces facing the street. Child Care Facilities are also regulated by the following requirements set forth in LDR Section 4.3.3(E), Child Care Facilities: (1) Lot.Area: The minimum lot area shall be 7,500 square feet. (2) Floor Area: Facilities shall contain a minimum floor area of 35 square feet per child, exclusive of space devoted to bathrooms, halls, kitchen, offices, and storage. (3) Outdoor Area: There shall be a minimum area of 75 square feet of outdoor play area per child. The play area shall be located on the same lot as the principal use and shall not be located in the front yard setback or adjacent to any outdoor storage area. The play area shall be surrounded by a six-foot high fence or wall. (4) Loading Area: A pickup and drop-off area for children shall be provided in a convenient area adjacent to the building and shall provide clear ingress and egress to the building. (5) Other Regulations: All child care facilities shall comply with State and County regulations. The subject property consists of approximately 24,393 square feet, which significantly exceeds the minimum lot area required for child care facilities. Based on the desire to limit the enrollment to a maximum of 25 children, a minimum of 875 square feet would be required. The structure contains a total of 3,132 square feet; approximately 1,230 square feet is dedicated for child care use, exclusive of bathrooms, halls, kitchens, offices, and storage, as noted above. The play area is located to the rear of the property and will be improved for use as a natural setting, as opposed to large playground equipment being installed. In accordance with the requirement above, the minimum play area requirement for 25 children is 1,875 square feet, whereas approximately 7,105 square feet will be dedicated to the play area. A drop off area adjacent to the main entry has been provided. Pursuant to LDR Section 2.4.5(E)(5), Establishment of a Conditional Use: Findings, in addition to provisions of Chapter Three, the City Commission must make findings that establishing the conditional use will not: (a) Have a significantly detrimental effect upon the stability of the neighborhood within which it will be located, (b) Hinder development or redevelopment of nearby properties. The proposed Child Care Facility is not anticipated to have a detrimental effect upon the stability of the mixed-use neighborhood which primarily consists of professional and medical offices, along with single family residences. The chart below provides the zoning designations and uses which border or abut the subject property: Zoning. IJse North RO (Residential Office) 202 Palm Court: Convalescent Home/Assisted Living Facility(est. 1988) 222 Palm Court: Office Parking Area South RO (Residential Office) 232, 236, 240, 246 Dixie Boulevard: 4 Single-Family Residences West RO Residential Office 219 Dixie Boulevard: Child Care Facility; Kids World est. 1996). East RO Residential Office 243 Dixie Boulevard: Duplex Planning &Zoning Board Staff Report; December 15, 2014 Conditional Use Request;227 Dixie Boulevard, Sunflower Creative Arts Child Care Page 3 The proposed child care facility use is not new to this area, as one exists at the property to the west, which has a capacity of 47 pupils. While there may be concerns regarding the proximity of the two similar uses and the potential impact of the new facility on the established facility, the LDRs do not require a distance separation between child care facilities. It should be noted that the City strives to help locally-owned and operated small businesses, and given the differing philosophies of the two facilities, it does not appear that they will be in competition with one another; rather they have the potential to support each other. In consideration of all the adjacent uses, the availability of uses such as business, professional, and medical offices, and child-care facilities, which provide convenient basic services for local families to utilize and contribute to their "neighborhood", are essential. The adaptive reuse of the structure also ensures other property owners (particularly those of the single-family residences along the historically small-scale streetscape) that larger, incompatible new development will not take place on this large site. The site improvements, together with the maintenance of the structure, will not impact the streetscape as the parking area has been sensitively designed to the east side of the large property. Additionally, landscaping will be provided, as required, to screen the parking area while enhancing the streetscape. The large, existing Poinciana tree on the vacant portion to the east is proposed to be retained and incorporated into the nature playground on the other side of the parking area, thereby furthering the goal to maintain the existing character, while enhancing the neighborhood. However, should the tree be removed, due to necessity (i.e. poor condition) or other justifiable means, then an appropriate substitution should be required as deemed acceptable by the City's Landscape Planner, and in accordance with the LDRs. As a result, the proposed site improvements will continue to assist in the redevelopment and improvement of surrounding properties. Given the above, positive findings can be made with respect to the subject findings. Pursuant to LDR Section 3.1.1 (Required Findings), prior to approval of development applications, certain findings must be made in a form which is part of the official record. This may be achieved through information on the application, the staff report, or minutes. Findings shall be made by the body which has the authority to approve or deny the development application. These findings relate to consistency with the Future Land Use Map (FLUM), Concurrency, Comprehensive Plan Consistency, and Compliance with the LDR. FUTURE LAND USE MAP: The use or structures must be allowed in the zone district and the zoning district must be consistent with the land use designation. The subject property has a Future Land Use Map (FLUM) designation of Transitional (TRN) and a zoning designation of Residential Office (RO). The RO zoning district is consistent with the FLUM designation of TRN. Based upon the above, positive findings with respect to the FLUM designation of the subject property can be made. CONCURRENCY: Facilities which are provided by, or through, the City shall be provided to new development concurrent with issuance of a Certificate of Occupancy. These facilities shall be provided pursuant to levels of service established within the Comprehensive Plan. The development proposal involves the reuse of a single-family residence. The anticipated traffic increase is 106 new daily trips (16 new am peak hour trips, 16 new pm peak hour trips), which has been approved by Palm Beach County Traffic Division, subject to a build-out date no later than the end of 2016. Solid waste generation will increase from 1.99 tons per year to 5.48 tons per year (3,132 x 3.512,000 = 5.48). Sewer and water services are provided to the property Planning &Zoning Board Staff Report; December 15, 2014 Conditional Use Request;227 Dixie Boulevard, Sunflower Creative Arts Child Care Page 4 via two separate an 8" mains which run down the center of Dixie Boulevard; a fire hydrant exists directly across the street from the property. Given the above, there will be an impact on the mixed-use neighborhood from the proposed child care facility, in comparison to the existing single-family use. The increase in traffic will primarily occur during the typical morning drop-off hours and in the afternoon or evening, for those who stay extended hours up to 6pm. During these times, the adjacent residents will also likely be leaving to go to or arrive from work, while the child care facility will provide a constant activity on the street, which is consistent as the clients do not change daily (in contrast to offices with varying clientele) and naturally get to know the neighborhood and surroundings where their children are left to be cared for all week. The additional solid waste generation is not determined to negatively impact the neighborhood, as appropriate roll-out bins will be utilized to accommodate these needs. In comparing the child care facility to a business or professional office which could also be established on the site (without conditional use approval), the traffic impact is similar, while the solid waste generation rate is actually higher for offices. Given these typical impacts on existing neighborhoods where there is a mix of residential and non-residential uses, the conditional use for a child-care facility is necessary in order to ensure that the physical impacts of the site also do not impact the neighborhood. These impacts could include large expanses of parking areas that are not fitting with the neighborhood character, larger playground equipment that may be unsightly, large buses stored on site, noise impacts on neighboring properties, etc. However, the nature of the proposed child care facility mixed with the younger age of the "students" which is limited to a maximum of 25, does not indicate that any of the aforenoted impacts would be of concern. Further, any modifications for additional parking or playground equipment would require a Site Plan Modification and approval by the Historic Preservation Board (HPB). Considering the above, positive findings with respect to Concurrency for the subject proposal can be made. CONSISTENCY: Compliance with performance standards set forth in Chapter 3 and required findings in Section 2.4.5(E)(5) for the Conditional Use request shall be the basis upon which a finding of overall consistency is to be made. Other objectives and policies found in the adopted Comprehensive Plan may be used in making a finding of overall consistency. Pursuant to Future Land Use Element, Goal A, Objective A-4, the redevelopment of land and buildings shall provide for the preservation of historic resources. The objective shall be met through continued adherence to the City's Historic Preservation Ordinance and, where applicable, to architectural design guidelines through the following policies: Policy A-4.1 Prior to approval or recommending approval of any land use or development application for property located within a historic district or designated as a historic site, the Historic Preservation Board must make a finding that the requested action is consistent with the provisions of Section 4.5.1 of the Land Development Regulations relating to historic sites and districts and the "Delray Beach Design Guidelines". The proposed redevelopment of the subject property consists of the adaptive reuse of a contributing structure which occupies approximately .56 acres within the Del-Ida Park Historic District. The proposal is consistent with the aforenoted Future Land Use Objective. Additional Planning&Zoning Board Staff Report; December 15,2014 Conditional Use Request;227 Dixie Boulevard, Sunflower Creative Arts Child Care Page 5 review for compliance with LDR Section 4.5.1 will be made during the Class V Site Plan review; however, at this time, there are no foreseen major conflicts with the intent of those regulations. In addition, the required findings of Chapter 3, and those of LDR Section 2.4.5(E)(5), were also found to be consistent. Therefore, positive findings with respect to Consistency of the subject proposal can be made. REI/IEW BIYOTHERS The Historic Preservation Board considered the subject Conditional Use request at its December 3, 2014 meeting, and recommended approval on a vote of 4-0 (Sherman, Sexton, and Miller absent). The Community Redevelopment Agency (CRA) will consider the subject Conditional Use request at its December 11, 2014 meeting; the recommendation will be made available at the Planning and Zoning Board meeting. Courtesy notices were sent to the representatives of the Del-Ida Park Historic District and the Delray Citizen's Coalition. A Public Notice sign was posted at the site on Monday, December 8, 2014, and formal Public Notices were provided to property owners within a 500' radius of the subject property. Any letters of interest submitted to Staff will be provided to the Board at the meeting. �.' .: ASSESSMENT AND CONCLUSION The proposed conditional use for "Sunflower Creative Arts Child Care" to establish a child care facility at the subject property through the adaptive reuse of a contributing structure should not negatively affect the surrounding neighborhood. The property is surrounded by a variety of established uses including a child care facility, an Assisted Living Facility, an office parking area, a duplex, and numerous single-family residences. The RO zoning district is classified as Transitional for Future Land Use, and the Purpose and Intent of the RO district within the LDRs is noted as a "transitional land use between a commercial or industrial area and residential area." Further, the zoning district is noted as an "incentive zoning designation for historic districts...to provide for the rehabilitation of residential structures..." The proposed child care facility will assist in the desired transition between the residential neighborhood to the west of NE 2nd Avenue, and the mix of commercial and residential properties to the east, while providing an essential neighborhood service through the adaptive reuse and rehabilitation of a residential structure. While an impact, primarily from the added traffic to the property, will be evident, it will not negatively impact the neighborhood. Further, Dixie Boulevard has already been improved with traffic calming measures, and further traffic calming measures are scheduled in the near future through the construction of the NE 2'd Avenue Beautification Project. Based on the above, positive findings can be made with respect to LDR Section 2.4.7(8)(5). Planning &Zoning Board Staff Report; December 15, 2014 Conditional Use Request;227 Dixie Boulevard, Sunflower Creative Arts Child Care Page 6 ALTERIVATiV ACTi®NS; A. Continue with direction. B. Recommend approval to the City Commission of the Conditional Use request for a child care facility to be established at 227 Dixie Boulevard, Del-Ida Park Historic District, based upon positive findings with respect to Chapter 3 (Performance Standards), Section 2.4.5(E)(5) (Required Findings), and the Comprehensive Plan. C. Recommend denial to the City Commission of the Conditional Use request for a child care facility to be established at 227 Dixie Boulevard, Del-Ida Park Historic District, based upon positive findings with respect to Chapter 3 (Performance Standards), Section 2.4.5(E)(5) (Required Findings), and the Comprehensive Plan. (Motion to be phrased in the affirmative. See above.) RECOMIVIENDAT[ON Recommend approval to the City Commission of the Conditional Use request for a child care facility to be established at 227 Dixie Boulevard, Del-Ida Park Historic District, based upon positive findings with respect to Chapter 3 (Performance Standards), Section 2.4.5(E)(5) (Required Findings), and the Comprehensive Plan, subject to the following conditions: 1. That should the Royal Poinciana tree be removed, due to necessity (i.e. poor condition) or other justifiable means, then an appropriate substitution should be required as deemed acceptable by the City's Landscape Planner, and in accordance with the LDRs; 2. That a site plan, similar to the plan submitted for Conditional Use review be granted approval by the HPB; and, 1 That compliance with LDR Section 4.3.3(E) be assured, with a plan specifying the dedicated areas for the students, a statement explaining the proposed play area to include any relevant exhibits or illustrations, and a statement of commitment regarding compliance with State and County regulations. 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This conditional use request came before the City Commission on January 20, 2015. This conditional use request is to allow a child care facility to be established at 227 Dixie Boulevard. 2. The City staff and Applicant presented documentary evidence and testimony to the City Commission pertaining to the conditional use request for the Sunflower Creative Arts Child Care facility. All of the evidence is a part of the record in this case. Required findings are made in accordance with Sections I and II. I. COMPREHENSIVE PLAN a. Comprehensive Plan—Future Land Use Element Objective A-1: This objective requires that the property be developed or redeveloped in a manner so that the future use and intensity is appropriate and complies in terms of soil, topographic, and other applicable physical considerations, is complimentary to adjacent land uses, and fulfills remaining land use needs. Is Future Land Use Element Objective A-1 met? Yes No b. Future Land Use Man: The resulting use of land or structures must be allowed in the zoning district within which the land is situated and said zoning must be consistent with the applicable land use designation as shown on the Future Land Use Map. The subject property has a Future Land Use Map designation of TRN (Transitional) and a zoning designation of RO (Residential Office). Is the project's proposed location consistent with the Future Land Use Map? Yes No C. Concurrency: Facilities which are provided by, or through, the City shall be provided to new development concurrent with issuance of a Certificate of Occupancy. These facilities shall be provided pursuant to levels of service established within the Comprehensive Plan. Concurrency as defined pursuant to Objective B-2 of the Land Use Element of the Comprehensive Plan must be met and a determination made that the public facility needs of the requested land use and/or development application will not exceed the ability of the City to fund and provide, or to require the provision of, needed capital improvements for the following areas: Are the concurrency requirements met with respect to water, sewer, drainage, streets and traffic, parks, open space, solid waste, and schools? Yes No d. Consistency: Will the granting of the conditional use be consistent with and further the goals and policies of the Comprehensive Plan? Yes No II. LDR REQUIREMENTS: a. LDR Section 2.4.5(E) Required Findings (Conditional Use): Pursuant to Section 2.4.5(E)(5), in addition to the provisions of Chapter 3, the City Commission must determine that the conditional use will not: i. Have a significantly detrimental effect upon the stability of the neighborhood within which it will be located; ii. Hinder development or redevelopment of nearby properties. Are the requirements of Section 2.4.5(E)(5) met? Yes No 2 3. The comments and notes set forth in the staff report are hereby incorporated herein. 4. The City Commission has applied the Comprehensive Plan and LDR requirements in existence at the time the conditional use request was submitted. 5. The City Commission finds there is ample and competent substantial evidence to support its findings in the record submitted and adopts the facts contained in the record including but not limited to the staff reports and testimony of experts and other competent witnesses supporting these findings. 6. Based on the entire record before it, the City Commission approves denies the conditional use request set forth above subject to the conditions set forth in Exhibit A, attached hereto and made a part hereof, and hereby adopts this order this 20th day of January, 2015, by a vote of in favor and opposed. ATTEST: Cary D. Glickstein, Mayor Chevelle Nubin City Clerk 3 EXHIBIT A TO THE CONDITIONAL USE REQUEST FOR SUNFLOWER CREATIVE ARTS CHILD CARE 1. That should the Royal Poinciana tree be removed, due to necessity (i.e. poor condition) or other justifiable means, then an appropriate substitution should be required as deemed acceptable by the City's Landscape Planner, and in accordance with the LDRs. 2. That a site plan, similar to the plan submitted for Conditional Use review be granted approval by the HPB. 3. That compliance with LDR Section 4.3.3(E) be assured,with a plan specifying the dedicated areas for the students, a statement explaining the proposed play area to include any relevant exhibits or illustrations, and a statement of commitment regarding compliance with State and County regulations. 4 r MEMORANDUM r TO: Mayor and City Commissioners FROM: Jack Warner, Chief Financial Officer THROUGH: Donald B. Cooper, City Manager DATE: December 17, 2014 SUBJECT: AGENDA ITEM 9.D.-REGULAR COMMISSION MEETING OF JANUARY 20,2015 PROPOSED AGREEMENT/GABRIEL,ROEDER,SMITH&COMPANY(GRS) BACKGROUND The City has been receiving actuarial and consulting services from GRS under terms of an agreement approved by the Commission on June 18, 2013. The services are provided on request of the City and include advice regarding various plan re-designs and actuarial modeling of these alternatives and presentation of resulting 30-year projections of future actuarially determined contributions and unfunded actuarial accrued liability as desired. The services are charged on an hourly basis according to a fee schedule included in the agreement. The purpose of this agenda item is to approve a new agreement that reflects the City's expected FY2015 requirements for actuarial services. Under the new agreement, spending continues to be totally under the City's control, based on ongoing bargaining activities. To avoid the need for a subsequent Commission agenda item,we are requesting a not to exceed spending authorization of$50,000. This requested approval complies with purchasing Code of Ordinances, Chapter 36, Section 36.02(C) (3), "Professional Services". FINANCIAL DEPARTMENT REVIEW The Finance Department recommends approval. TIMING OF THE REQUEST This request is timed to provide for the uninterrupted continuation of City operations. FUNDING SOURCE Funding for these services is provided for in the approved FY 2015 budget. RECOMMENDATION Approve by majority vote the following motion: That the City Commission approves an agreement for FY 2015 acquisitions of actuarial and consulting services from GRS in an amount not to exceed$50,000. AGREEMENT Between DELRAY BEACH and GABRIEL ROEDER SMITH & COMPANY for ACTUARIAL CONSULTING SERVICES FOR CITY PENSION MATTERS AGREEMENT BETWEEN THE CITY OF DELRAY BEACH and GABRIEL ROEDER SMITH & COMPANY for ACTUARIAL CONSULTING SERVICES FOR CITY PENSION MATTERS This is an Agreement ("Agreement"), made and entered into by and between: Delray Beach, a municipal corporation of the State of Florida, hereinafter referred to as "City'" and GABRIEL ROEDER SMITH & COMPANY, a Michigan corporation, hereinafter referred to as "GRS," (collectively referred to as the "Parties"). WITNESSETH: In consideration of the mutual terms, conditions, promises, covenants, and payments hereinafter set forth, the Parties agree as follows: ARTICLE 1 DEFINITIONS AND IDENTIFICATIONS The following definitions apply unless the context in which the word or phrase is used requires a different definition: 1 .1 Agreement - This Agreement includes Articles 1 through 9, the exhibits and documents that are expressly incorporated herein by reference. 1 .2 Board - The City Commission of Delray Beach, Florida. 1 .3 Contract Administrator - The Delray Beach City Manager or the Chief Financial Officer of the Delray Beach. The primary responsibilities of the Contract Administrator are to coordinate and communicate with GRS and to manage and supervise execution and completion of the Scope of Services and the terms and 1 conditions of this Agreement as set forth herein. In the administration of this Agreement, as contrasted with matters of policy, all Parties may rely on the instructions or determinations made by the Contract Administrator; provided, however, that such instructions and determinations do not change the Scope of Services. 1 .4 City Manager - The administrative head of City appointed by the Board. 1 .5 City Attorney - The chief legal counsel for City appointed by the Board. 1 .6 Project - The Project consists of the services described in Article 2. ARTICLE 2 SCOPE OF SERVICES 2.1 GRS shall perform all work identified in this Agreement and Exhibit "A". The Scope of Services is a description of GRS's obligations and responsibilities and is deemed to include preliminary considerations and prerequisites, and all labor, materials, equipment, and tasks which are such an inseparable part of the work described that exclusion would render performance by GRS impractical, illogical, or unconscionable. 2.2 GRS acknowledges that the Contract Administrator has no authority to make changes that would increase, decrease, or otherwise modify the Scope of Services to be provided under this Agreement. ARTICLE 3 TERM AND TIME OF PERFORMANCE 3.1 The term of this Agreement shall begin on the date work commences and shall end on September 30, 2015. The continuation of this Agreement beyond the end of any fiscal year shall be subject to both the appropriation and the availability of funds in accordance with Florida law. 3.2 All duties, obligations, and responsibilities of GRS required by this Agreement shall be completed no later than as mutually agreed to between the Parties. Time shall be deemed to be of the essence in performing the duties, obligations, and responsibilities required by this Agreement. 3.3 In the event services are scheduled to end due to the expiration of this Agreement, GRS agrees that it shall continue service upon the request of the Contract Administrator. The extension period shall not extend for greater than 2 three months beyond the term of the Agreement. GRS shall be compensated for the service at the rate in effect when the extension is invoked by the City upon the same terms and conditions as contained in this Agreement as amended. The Chief Purchasing Officer shall notify GRS of an extension authorized herein by written notice delivered prior to the end of the term of the Agreement. ARTICLE 4 COMPENSATION 4.1 City will pay GRS, in the manner specified in Section 4.3, an amount not to exceed Fifty Thousand Dollars ($50,000) for work actually performed and completed pursuant to this Agreement. GRS acknowledges that this amount is the maximum payable and constitutes a limitation upon City's obligation to compensate GRS for its services and expenses related to this Agreement. GRS is under no obligation to continue providing services to the City for actuarial and consulting services with respect to additional scenarios and requests after having reached the aforementioned maximum under this contract. Amendments to this maximum will be considered and expected in such event. 4.3 METHOD OF BILLING AND PAYMENT 4.3.1 GRS may submit invoices for compensation no more often than on a monthly basis, but only after the services for which the invoices are submitted have been completed. An original invoice plus one copy are due within fifteen (15) days of the end of the month except the final invoice which must be received no later than sixty (60) days after this Agreement expires. Invoices shall designate the nature of the services performed. GRS shall submit with each invoice a Certification of Payments to Subcontractors and Suppliers (Exhibit "B"). The certification shall be accompanied by a copy of the notification sent to each subcontractor and supplier listed in item 2 of the form, explaining the good cause why payment has not been made. 4.3.2 City shall pay GRS within thirty (30) calendar days of receipt of GRS's proper invoice, or as required by Florida Law. To be deemed proper, all invoices must comply with the requirements set forth in this Agreement and must be submitted on the form and pursuant to instructions prescribed by the Contract Administrator. Payment may be withheld for failure of GRS to comply with a term, condition, or requirement of this Agreement. 4.3.3 GRS shall pay its subcontractors and suppliers within thirty (30) days following receipt of payment from City for such subcontracted work or supplies. If GRS withholds an amount from subcontractors or suppliers as 3 retainage, such retainage shall be released and paid within thirty (30) days following receipt of payment of retained amounts from City. 4.4 Notwithstanding any provision of this Agreement to the contrary, City may withhold, in whole or in part, payment to the extent necessary to protect itself from loss on account of inadequate or defective work which has not been remedied or resolved in a manner satisfactory to the Contract Administrator or failure to comply with this Agreement. The amount withheld shall not be subject to payment of interest by City. 4.5 Payment shall be made to GRS at: Gabriel Roeder Smith & Company Dept. # 78009 Gabriel Roeder Smith & Company PO Box 78000 Detroit, Michigan 48278-0009 ARTICLE 5 INDEMNIFICATION To the extent allowed by law, GRS covenants and agrees to indemnify and hold harmless and defend and does hereby indemnify, hold harmless, and defend City, its officers, agents, subcontractors and employees, from and against any and all suits or claims for damages or injuries, including death, to persons or property, arising out of any negligent act or omission on the part of the GRS, its officers, agents, servants, employees, or subcontractors. Notwithstanding the forgoing, the Client shall be liable if for any claims, damages and actions provided that such liability is attributable to negligence on the part of the City. City agrees that GRS's aggregate liability to City, whether in contract, tort (including negligence), breach of statutory duty or otherwise for any losses suffered by City and arising from the services performed hereunder shall not exceed the total amount of fees paid to GRS hereunder; provided, however, that this limitation of liability shall not apply to (i) death or injury resulting from GRS negligence (ii) GRS willful misconduct (iii) fraud, or (iv) liability that cannot be excluded as to a matter of law. In no event shall either GRS or City be liable to the other or any incidental, special, consequential or punitive damages of any kind. ARTICLE 6 4 INSURANCE 6.1 GRS shall maintain at its sole expense, at all times during the term of this Agreement (unless a different time period is otherwise stated herein), at least the minimum insurance coverage designated in Exhibit "C" in accordance with the terms and conditions stated in this Article. 6.2 Such policies shall be issued by companies authorized to do business in the State of Florida, with a minimum AM Best financial rating of A-. Coverage shall be provided on forms no more restrictive than the latest edition of the applicable form filed by the Insurance Services Office. GRS shall name City as an additional insured under the primary and non-contributory Commercial General Liability policy, Business Automobile Liability policy as well as on any Excess Liability policy. The official title of the Certificate Holder is City of Delray Beach, Florida. This official title shall be used in all insurance documentation. 6.3 Within fifteen (15) days of notification of award, GRS shall provide to City proof of insurance in the form of Certificate(s) of Insurance and applicable endorsements, Declaration pages, or insurance policies evidencing all insurance required by this Article. City reserves the right to obtain a certified copy of any policies required by the Article upon request. Coverage is not to cease and is to remain in force until the City determines all performance required of GRS is completed. For Professional Liability Insurance, coverage shall remain in force for two (2) years after the completion of services unless a different time period is stated in Exhibit "C." City shall be notified of any restriction or cancellation of coverage within thirty (30) days. If any of the insurance coverage will expire prior to the completion of the work, proof of insurance renewal shall be provided to City upon expiration. 6.4 City reserves the right to review and revise any insurance requirements at the time of renewal or amendment of this Agreement, including, but not limited to, deductibles, limits, coverage, and endorsements. 6.5 If GRS uses a subconsultant or subcontractor, GRS shall ensure that each subconsultant or subcontractor names "City of Delray Beach, Florida" as an additional insured under the subconsultant's or subcontractor's Commercial General Liability, Business Automobile Liability, and Excess/Umbrella policies. ARTICLE 7 TERMINATION 7.1 This Agreement may be terminated for cause by the aggrieved party if the party in breach has not corrected the breach within ten (10) days after receipt of written 5 notice from the aggrieved party identifying the breach. This Agreement may also be terminated for convenience by the Board. Termination for convenience by the Board shall be effective on the termination date stated in written notice provided by City, which termination date shall be not less than thirty (30) days after the date of such written notice. This Agreement may also be terminated by the City Manager upon such notice as the City Manager deems appropriate under the circumstances in the event the City Manager determines that termination is necessary to protect the public health, safety, or welfare. If City erroneously, improperly, or unjustifiably terminates for cause, such termination shall be deemed a termination for convenience, which shall be effective thirty (30) days after such notice of termination for cause is provided. 7.2 This Agreement may be terminated for cause for reasons including, but not limited to, GRS's repeated (whether negligent or intentional) submission for payment of false or incorrect bills or invoices, failure to suitably perform the work, or failure to continuously perform the work in a manner calculated to meet or accomplish the objectives as set forth in this Agreement. The Agreement may also be terminated for cause if GRS is placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List created pursuant to Section 215.473, Florida Statutes, or if GRS provides a false certification submitted pursuant to Section 287.135, Florida Statutes. This Agreement may also be terminated by the Board: 7.3 Notice of termination shall be provided in accordance with the "NOTICES" section of this Agreement except that notice of termination by the City Manager, which the City Manager deems necessary to protect the public health, safety, or welfare may be verbal notice that shall be promptly confirmed in writing in accordance with the "NOTICES" section of this Agreement. 7.4 In the event this Agreement is terminated for cause or for convenience, GRS shall be paid for any services properly performed under the Agreement through the termination date specified in the written notice of termination. GRS acknowledges that it has received good, valuable and sufficient consideration from City, the receipt and adequacy of which are, hereby acknowledged by GRS, for City's right to terminate this Agreement for convenience. City acknowledges that it has received good, valuable and sufficient consideration from GRS, the receipt and adequacy of which are, hereby acknowledged by City, for GRS's right to terminate this Agreement for convenience. 7.5 In the event this Agreement is terminated for any reason, any amounts due GRS shall be withheld by City until all documents are provided to City pursuant to Section 9.1 of Article 9. ARTICLE 8 6 NON-DISCRIMINATION 8.1 No party to this Agreement may discriminate on the basis of race, color, sex, religion, national origin, disability, age, marital status, political affiliation, sexual orientation, pregnancy, or gender identity and expression in the performance of this Agreement. Failure by GRS to carry out any of these requirements shall constitute a material breach of this Agreement, which shall permit the City, to terminate this Agreement or to exercise any other remedy provided under this Agreement, or under the Delray Beach Code of Ordinances or under applicable law, with all of such remedies being cumulative. GRS shall include the foregoing or similar language in its contracts with any subcontractors or subconsultants, except that any project assisted by the U.S. Department of Transportation funds shall comply with the non-discrimination requirements in 49 C.F.R. Parts 23 and 26. Failure to comply with the foregoing requirements is a material breach of this Agreement, which may result in the termination of this Agreement or such other remedy as City deems appropriate. GRS shall not unlawfully discriminate against any person in its operations and activities or in its use or expenditure of funds in fulfilling its obligations under this Agreement and shall not otherwise unlawfully discriminate in violation of any State or Federal law. GRS shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act (ADA) in the course of providing any services funded by City, including Titles I and II of the ADA (regarding nondiscrimination on the basis of disability), and all applicable regulations, guidelines, and standards. In addition, GRS shall take affirmative steps to prevent discrimination in employment against disabled persons. By execution of this Agreement, GRS represents that it has not been placed on the discriminatory vendor list as provided in Section 287.134, Florida Statutes. City hereby materially relies on such representation in entering into this Agreement. An untrue representation of the foregoing shall entitle City to terminate this Agreement and recover from GRS all monies paid by City pursuant to this Agreement, and may result in debarment from City's competitive procurement activities. ARTICLE 9 MISCELLANEOUS 9.1 RIGHTS IN DOCUMENTS AND WORK 7 Any deliverables provided or created in connection with this Agreement are and shall remain the property of City, and, if a copyright is claimed, GRS grants to City a non-exclusive license to use the copyrighted item(s) indefinitely, to prepare derivative works, and to make and distribute copies to the public. In the event of termination of this Agreement, any deliverables, shall become the property of City and shall be delivered by GRS to the Contract Administrator within seven (7) days of termination of this Agreement by either party. Any compensation due to GRS shall be withheld until all documents are received as provided herein. 9.2 PUBLIC RECORDS City is a public agency subject to Chapter 119, Fla. Stat. GRS shall comply with all public records laws in accordance with Chapter 119, Fla. Stat. In accordance with state law, but only to the extent required by state law, GRS agrees to: 9.2.1 Keep and maintain all records that ordinarily and necessarily would be required by the City. 9.2.2 Provide the public with access to public records on the same terms and conditions that the City would provide for the records and at a cost that does not exceed the costs provided in Chapter 119, Fla. Stat. or as otherwise provided by law. 9.2.3 Ensure that public records that are exempt or confidential and exempt from public records disclosure are not disclosed except as authorized by law. 9.2.4 Meet all requirements for retaining public records and transfer, at no cost, to the City all records in possession of GRS at the termination of the contract and destroy any public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the City in a format that is compatible with the information technology systems of the City. All records shall be transferred to the City prior to final payment being made to GRS. 9.2.5 If GRS does not comply with this section, the City shall enforce the contract provisions in accordance with the contract and may unilaterally cancel this contract in accordance with state law. 9.3 INSPECTOR GENERAL. GRS is aware that the Inspector General of Palm Beach County has the authority to investigate and audit matters relating to the negotiation and performance of this contract, and may demand and obtain records and testimony from GRS and its sub licensees and lower tier sub licensees. GRS understands and agrees that 8 in addition to all other remedies and consequences provided by law, the failure of GRS or its sub licensee or lower tier sub licensees to fully cooperate with the Inspector General when requested may be deemed by the City to be a material breach of this Agreement justifying its termination. 9.4 AUDIT RIGHTS, AND RETENTION OF RECORDS City shall have the right to audit the books, records, and accounts of GRS and its subcontractors that are related to this Project. GRS and its subcontractors shall keep such books, records, and accounts as may be necessary in order to record complete and correct entries related to the Project. All books, records, and accounts of GRS and its subcontractors shall be kept in written form, or in a form capable of conversion into written form within a reasonable time, and upon request to do so, Second Party or its subcontractor, as applicable, shall make same available at no cost to City in written form. GRS and its subcontractors shall preserve and make available, at reasonable times for examination and audit by City, all financial records, supporting documents, statistical records, and any other documents pertinent to this Agreement for the required retention period of the Florida Public Records Act, Chapter 119, Florida Statutes, if applicable, or, if the Florida Public Records Act is not applicable, for a minimum period of three (3) years after termination of this Agreement. If any audit has been initiated and audit findings have not been resolved at the end of the retention period or three (3) years, whichever is longer, the books, records, and accounts shall be retained until resolution of the audit findings. Any incomplete or incorrect entry in such books, records, and accounts shall be a basis for City's disallowance and recovery of any payment upon such entry. GRS shall ensure that the requirements of this Section 9.3 are included in all agreements with its subcontractor(s). The work papers for this engagement are the property of GRS. Although, we may be requested to make certain work papers available to auditors, courts or to regulators pursuant to authority given to it by law or regulation. Access to the requested work papers will be provided under supervision of GRS personnel. Furthermore, upon request, we may provide photocopies of selected work papers to regulatory agencies. These regulatory agencies may intend or decide to distribute the photocopies or information contained therein to others, including other governmental agencies. 9.5 TRUTH-IN-NEGOTIATION REPRESENTATION GRS's compensation under this Agreement is based upon representations supplied to City by GRS, and GRS certifies that the information supplied is accurate, complete, and current at the time of contracting. City shall be entitled 9 to recover any damages it incurs to the extent such representation is untrue. 9.6 PUBLIC ENTITY CRIME ACT GRS represents that the execution of this Agreement will not violate the Public Entity Crime Act, Section 287.133, Florida Statutes, which essentially provides that a person or affiliate who is a contractor, consultant, or other provider and who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid on a contract to provide any goods or services to City, may not submit a bid on a contract with City for the construction or repair of a public building or public work, may not submit bids on leases of real property to City, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with City, and may not transact any business with City in excess of the threshold amount provided in Section 287.017, Florida Statutes, for category two purchases for a period of thirty-six (36) months from the date of being placed on the convicted vendor list. Violation of this section shall result in termination of this Agreement and recovery of all monies paid by City pursuant to this Agreement, and may result in debarment from City's competitive procurement activities. In addition to the foregoing, GRS further represents that there has been no determination, based on an audit, that it committed an act defined by Section 287.133, Florida Statutes, as a "public entity crime" and that it has not been formally charged with committing an act defined as a "public entity crime" regardless of the amount of money involved or whether GRS has been placed on the convicted vendor list. 9.7 INDEPENDENT CONTRACTOR GRS is an independent contractor under this Agreement. Services provided by GRS pursuant to this Agreement shall be subject to the supervision of GRS. In providing such services, neither GRS nor its agents shall act as officers, employees, or agents of City. No partnership, joint venture, or other joint relationship is created hereby. City does not extend to GRS or GRS's agents any authority of any kind to bind City in any respect whatsoever. 9.8 THIRD PARTY BENEFICIARIES Neither GRS nor City intends to directly or substantially benefit a third party by this Agreement. Therefore, the Parties acknowledge that there are no third party beneficiaries to this Agreement and that no third party shall be entitled to assert a right or claim against either of them based upon this Agreement. 9.9 NOTICES 10 Whenever either Party desires to give notice to the other, such notice must be in writing, sent by certified United States Mail, postage prepaid, return receipt requested, or sent by commercial express carrier with acknowledgement of delivery, or by hand delivery with a request for a written receipt of acknowledgment of delivery, addressed to the party for whom it is intended at the place last specified. The place for giving notice shall remain the same as set forth herein until changed in writing in the manner provided in this section. For the present, the Parties designate the following: For City: Chief Purchasing Officer Delray Beach City Hall 100 N.W. 1St Avenue Delray Beach, Florida 33444 For GRS: Ms. Christene Scheer, Chief Financial and Operating Officer Gabriel Roeder Smith & Company Dept. # 78009 Gabriel Roeder Smith & Company PO Box 78000 Detroit, Michigan 48278-0009 9.10 ASSIGNMENT AND PERFORMANCE Neither this Agreement nor any right or interest herein shall be assigned, transferred, or encumbered without the written consent of the other Party. In addition, GRS shall not subcontract any portion of the work required by this Agreement, except as may specifically provided for herein. Notwithstanding the Termination provision of this Agreement, City may terminate this Agreement, effective immediately, if there is any assignment, or attempted assignment, transfer, or encumbrance, by GRS of this Agreement or any right or interest herein without City's written consent. GRS represents that each person who will render services pursuant to this Agreement is duly qualified to perform such services by all appropriate governmental authorities, where required, and that each such person is reasonably experienced and skilled in the area(s) for which he or she will render his or her services. 11 GRS shall perform its duties, obligations, and services under this Agreement in a skillful and respectable manner. The quality of GRS's performance and all interim and final product(s) provided to or on behalf of City shall be compliant with all relevant actuarial standards of practice, as promulgated by the Actuarial Standards Board.. 9.11 CONFLICTS Neither GRS nor its employees shall have or hold any continuing or frequently recurring employment or contractual relationship that is substantially antagonistic or incompatible with GRS's loyal and conscientious exercise of judgment and care related to its performance under this Agreement. None of GRS's officers or employees shall, during the term of this Agreement, serve as an expert witness against City in any legal or administrative proceeding in which he, she, or GRS is not a party, unless compelled by court process. Further, such persons shall not give sworn testimony or issue a report or writing, as an expression of his or her expert opinion, which is adverse or prejudicial to the interests of City in connection with any such pending or threatened legal or administrative proceeding unless compelled by court process. The limitations of this section shall not preclude GRS or any persons in any way from representing themselves, including giving expert testimony in support thereof, in any action or in any administrative or legal proceeding. In the event GRS is permitted pursuant to this Agreement to utilize subcontractors to perform any services required by this Agreement, GRS shall require such subcontractors, by written contract, to comply with the provisions of this section to the same extent as GRS. 9.12 MATERIALITY AND WAIVER OF BREACH Each requirement, duty, and obligation set forth herein was bargained for at arm's-length and is agreed to by the Parties. Each requirement, duty, and obligation set forth herein is substantial and important to the formation of this Agreement, and each is, therefore, a material term hereof. City's failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision or modification of this Agreement. A waiver of any breach of a provision of this Agreement shall not be deemed a waiver of any subsequent breach and shall not be construed to be a modification of the terms of this Agreement. 9.13 COMPLIANCE WITH LAWS 12 GRS shall comply with all applicable federal, state, and local laws, codes, ordinances, rules, and regulations in performing its duties, responsibilities, and obligations pursuant to this Agreement. 9.14 SEVERANCE In the event a portion of this Agreement is found by a court of competent jurisdiction to be invalid, the remaining provisions shall continue to be effective unless City or GRS elects to terminate this Agreement. An election to terminate this Agreement based upon this provision shall be made within seven (7) days of final court action, including all available appeals. 9.15 JOINT PREPARATION The Parties and their counsel have participated fully in the drafting of this Agreement and acknowledge that the preparation of this Agreement has been their joint effort. The language agreed to expresses their mutual intent and the resulting document shall not, solely as a matter of judicial construction, be construed more severely against one of the Parties than the other. The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against any party. 9.16 INTERPRETATION The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. All personal pronouns used in this Agreement shall include the other gender, and the singular shall include the plural, and vice versa, unless the context otherwise requires. Terms such as "herein," "hereof," "hereunder," and "hereinafter," refer to this Agreement as a whole and not to any particular sentence, paragraph, or section where they appear, unless the context otherwise requires. Whenever reference is made to a Section or Article of this Agreement, such reference is to the Section or Article as a whole, including all of the subsections of such Section, unless the reference is made to a particular subsection or subparagraph of such Section or Article. 9.17 PRIORITY OF PROVISIONS If there is a conflict or inconsistency between any term, statement, requirement, or provision of any exhibit attached hereto, any document or events referred to herein, or any document incorporated into this Agreement by reference and a term, statement, requirement, or provision of Articles 1 through 9 of this Agreement, the term, statement, requirement, or provision contained in Articles 1 through 9 shall prevail and be given effect. 13 9.18 LAW, JURISDICTION, VENUE, WAIVER OF JURY TRIAL This Agreement shall be interpreted and construed in accordance with and governed by the laws of the state of Florida. All Parties agree and accept that jurisdiction of any controversies or legal problems arising out of this Agreement, and any action involving the enforcement or interpretation of any rights hereunder, shall be exclusively in the state courts of the Fifteenth Judicial Circuit in Palm Beach County, Florida, and venue for litigation arising out of this Agreement shall be exclusively in such state courts, forsaking any other jurisdiction which either party may claim by virtue of its residency or other jurisdictional device. BY ENTERING INTO THIS AGREEMENT, GRS AND CITY HEREBY EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO THIS AGREEMENT. IF A PARTY FAILS TO WITHDRAW A REQUEST FOR A JURY TRIAL IN A LAWSUIT ARISING OUT OF THIS AGREEMENT AFTER WRITTEN NOTICE BY THE OTHER PARTY OF VIOLATION OF THIS SECTION, THE PARTY MAKING THE REQUEST FOR JURY TRIAL SHALL BE LIABLE FOR THE REASONABLE ATTORNEYS' FEES AND COSTS OF THE OTHER PARTY IN CONTESTING THE REQUEST FOR JURY TRIAL, AND SUCH AMOUNTS SHALL BE AWARDED BY THE COURT IN ADJUDICATING THE MOTION. 9.19 AMENDMENTS The Parties may amend this Agreement to conform to changes in federal, state, or local laws, regulations, directives, and objectives. No modification, amendment, or alteration in the terms or conditions contained herein shall be effective unless contained in a written document prepared with the same or similar formality as this Agreement and executed by the Board and GRS or others delegated authority to or otherwise authorized to execute same on their behalf. 9.20 PRIOR AGREEMENTS This document represents the final and complete understanding of the Parties and incorporates or supersedes all prior negotiations, correspondence, conversations, agreements, and understandings applicable to the matters contained herein. There is no commitment, agreement, or understanding concerning the subject matter of this Agreement that is not contained in this written document. Accordingly, no deviation from the terms hereof shall be predicated upon any prior representation or agreement, whether oral or written. 9.21 MISCELLANEOUS City management has responsibility for the financial statements and all 14 representations contained therein. Management also has responsibility for preventing and detecting fraud, for adopting sound accounting policies and establishing and maintaining effective internal control to maintain the reliability of the financial statements and to provide reasonable assurances against the possibility of misstatements that are material to the financial statements. This responsibility extends to the use or misuse of the results of our pension actuarial valuation reports, presentations at on-site meetings and during telephone conferences. Our reports and presentation materials may be provided to parties other than the City only in their entirety and only with the permission of the City. The City agrees that all information, documents and data we request in connection with our actuarial valuations will be made available to us, that all such information, documents and data provided to us and will be complete and accurate, that we will have the full cooperation of the City's personnel and the pension boards and their actuary(ies) and investment consultants, that the City will issue a representation letter from management concerning these matters, and that GRS may rely upon such information, documents and data with no duty to inquire or audit such. Because of the importance of management's representations as to the completeness and accuracy of the information, documents and data it provides to GRS, the City agrees to release GRS and its personnel from any claims, liabilities, costs and expenses relating to our services under this letter attributable to any misrepresentations in the representation letter referenced above. Furthermore, GRS agrees to maintain the employee data secure and confidential. 9.22 PAYABLE INTEREST 9.22.1 Payment of Interest. Except as required by the Prompt Payment laws, City shall not be liable for interest for any reason, whether as prejudgment interest or for any other purpose, and in furtherance thereof GRS waives, rejects, disclaims and surrenders any and all entitlement it has or may have to receive interest in connection with a dispute or claim based on or related to this Agreement. 9.22.2 Rate of Interest. In any instance where the prohibition or limitations of Section 9.21.1 are determined to be invalid or unenforceable, the annual rate of interest payable by City under this Agreement, whether as prejudgment interest or for any other purpose, shall be .025 percent simple interest (uncompounded). 9.23 INCORPORATION BY REFERENCE 15 The truth and accuracy of each "Whereas" clause set forth above is acknowledged by the Parties. The attached Exhibits A, B and C are incorporated into and made a part of this Agreement. 9.24 REPRESENTATION OF AUTHORITY Each individual executing this Agreement on behalf of a party hereto hereby represents and warrants that he or she is, on the date he or she signs this Agreement, duly authorized by all necessary and appropriate action to execute this Agreement on behalf of such party and does so with full legal authority. 9.25 MULTIPLE ORIGINALS Multiple copies of this Agreement may be executed by all Parties, each of which, bearing original signatures, shall have the force and effect of an original document. (The remainder of this page is intentionally left blank.) 16 IN WITNESS WHEREOF, the Parties hereto have made and executed this Agreement: City through its Board, signing by and through its Mayor or Vice-Mayor, authorized to execute same by Board action on the day of , 20_, and GRS, signing by and through its duly authorized to execute same. ATTEST: CITY OF DELRAY BEACH, FLORIDA City Clerk By Mayor day of 20 APPROVED AS TO FORM: City Attorney 17 AGREEMENT BETWEEN DELRAY BEACH, FLORIDA AND FOR GABRIEL ROEDER SMITH & COMPANY WITNESSES: By Theora P. Braccialarghe, Regional Director day of , 20 (SEAL) 18 EXHIBIT A SCOPE OF SERVICES Actuarial and consulting services related to pension reform work not to exceed $50,000. GRS is under no obligation to continue providing services to the City for actuarial and consulting services with respect to additional scenarios and requests after having reached the aforementioned maximum under this contract. Amendments to this maximum will be considered and expected in such event. Services are charged on an hourly basis. That total fees are mostly within the control of the City based on how many different scenarios need to be projected and examined. Following is the general description our engagement services with the City. In conjunction with management and pension legal counsel,we will advise the City regarding various alternative plan re-designs to achieve management's stated objectives. We will actuarially model various Time charges alternative re-designs and present resulting 30-year projections of future actuarially determined contributions and other metrics as desired. Following is the schedule of our standard time charges that we will apply to this engagement for hourly-based components. These apply to time from the date of this engagement letter through September 30, 2015. Title Hourly Rate Range Senior Consultant $ 336 - $ 473 Consultant $ 264 - $ 351 Senior Analyst $ 210 - $ 271 Analyst $ 164 - $ 204 Administrative Assistant $ 120- $ 141 We always assign the components of any project to the lowest hourly-rated staff members who are capable of performing the work accurately and efficiently. It is best to narrow down the types of scenarios in advance, if possible, to viable alternatives (considering benefit adequacy and competitiveness, labor relations and politics) and to identify those scenarios or proposals that have the most likelihood of success, and focus on those. However, at times it is necessary to model alternatives that have a low likelihood of adoptions, but are judged to be necessary for information purposes. Exhibit A to CAF#101 -1- (Rev. 6/18/07) Our services are based on general retirement consulting principles and actuarial standards of practice promulgated by the Actuarial Standards Board (ASB). The current and forecasted actuarial costs, liabilities and funded ratios calculated are merely estimates of the actual costs. Actuarial calculations involve numerous assumptions concerning numerous future events. It is highly unlikely that all the assumptions concerning all the future events will occur as assumed. Actual future events will cause actual costs, contributions, liabilities and funded ratios to be higher or lower than presented in our report. Exhibit A to CAF#101 -2- (Rev. 6/18/07) EXHIBIT B CERTIFICATION OF PAYMENTS TO SUBCONTRACTORS AND SUPPLIERS RFP/RLI/Bid/Contract No. Project Title The undersigned CONTRACTOR hereby swears under penalty of perjury that- 1 . CONTRACTOR has paid all subcontractors and suppliers all undisputed contract obligations for labor, services, or materials provided on this project in accordance with Section 4.2.3 of the Agreement, except as provided in paragraph 2 below. 2. The following subcontractors and suppliers have not been paid because of disputed contractual obligations; a copy of the notification sent to each, explaining in reasonably specific detail the good cause why payment has not been made, is attached to this form: Subcontractor or Supplier's name Date of disputed Amount in and address invoice dispute 3. The undersigned is authorized to execute this Certification on behalf of CONTRACTOR. Dated 20 Contractor By (Signature) By (Name and Title) CERTIFICATION OF PAYMENTS TO SUBCONTRACTORS AND SUPPLIERS (Continued) STATE OF ) SS. COUNTY OF ) The foregoing instrument was acknowledged before me this day of , 20_, by who is personally known to me or who has produced as identification and who did/did not take an oath. WITNESS my hand and official seal, this day of ' 20—. (NOTARY SEAL) (Signature of person taking acknowledgment) (Name of officer taking acknowledgment) typed, printed, or stamped (Title or rank) My commission expires: (Serial number, if any) EXHIBIT C INSURANCE CERTIFICATE ---104411 GABRROE-01 LDICKEMANN .4COR0® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD �� 3/26//202014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER NAME: Laura Dickemann Neace Lukens-Southfield/Assured NL Insurance Agency Inc PHONE 248 827-5600 4309 FAX 248 827-3733 3000 Town Center,Suite 1850 A/c No Ext:( ) (A/C,No): ( ) Southfield,MI 48075 E-MAIL ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# INSURERA:Hartford Fire Insurance Co 19682 INSURED INSURER B:Hartford Casualty Insurance Co 29424 Gabriel,Roeder,Smith&Co. INSURER C:Travelers Casualty Company of CT 36170 One Towne Square,Suite 800 INSURER D:Hudson Specialty Insurance Co 37079 Southfield,MI 48076 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSR WVD POLICY NUMBER MM/DD/YYYY MM/DD/YYYY GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 • X COMMERCIAL GENERAL LIABILITY 35UUNNV7487 3/15/2014 3/15/2015 DAMAGE TO RENTED 1 000000 PREMISES Ea occurrence $ , , CLAIMS-MADE L OCCUR MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS-COMP/OP AGG $ 2,000,000 POLICY PE CT PRO LOC EBL AGGREGATE $ 1>000 000 J AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 Ea accident) A ANY AUTO 35UUNNV7487 3/15/2014 3/15/2015 BODILYINJURY(Perperson) $ ALLOWNED SCHEDULED BODILYINJURY(Peraccident) $ AUTOS AUTOS X HIRED AUTOS X NON-OWNED PROPERTY DAMAGE $ AUTOS Per accident X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 4,000,000 B EXCESSLIAB CLAIMS-MADE 35RHUNV7157 3/15/2014 3/15/2015 AGGREGATE $ DED X RETENTION$ 10,000 $ 4,000,000 WORKERS COMPENSATION X WC STATU- OTH- AND EMPLOYERS'LIABILITY TORY LIMITS ER C ANY PROPRIETOR/PARTNER/EXECUTIVEY/N IHUB-3E50540-314 3/15/2014 3/15/2015 E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) ❑ N/A E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 D Professional Liabili EMB311989 3/15/2014 3/15/2015 Each Claim/Aggregate 2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if more space is required) Professional Liability Per Claim Retention:$250,000 Blanket Additional Insured included on the General Liability per written contract or agreement. SEE ATTACHED ACORD 101 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE For Informational Purposes THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Ay{UnTHORIZED REPRESENTATIVE ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID:GABRROE-01 LDICKEMANN LOC#: 0 ACORO ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY NAMED INSURED Neace Lukens-Southfield/Assured NIL Insurance Agency Inc Gabriel,Roeder,Smith&Co. g y One Towne Square,Suite 800 POLICY NUMBER Southfield,MI 48076 SEE PAGE 1 CARRIER NAIC CODE SEE PAGE 1 SEE P 1 EFFECTIVE DATE:SEE PAGE 1 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance Description of Operations/Locations/Vehicles: Crime Policy: #018256413-3/15/14-3/15/15 $1,000,000 Employee Theft $250,000 Forgery or alteration $225,000 Theft of Money &Securities Inside Premises $225,000 Outside Premises $500,000 Computer Fraud $500,000 Funds Transfer Fraud $1,000 Deductible 3rd Party Crime Coverage $500,000 limit of liability $5,000 deductible *3rd Party Crime coverage included coverage for loss or damage to Money, Securities and Other Property sustained by the Insured's Client resulting directly from Theft committed by an identified employee, acting alone or in collusion with other persons. Fiduciary Policy: #018256413-3/15/14-3/15/15 $1,000,000 Limit $0 deductible ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD w MEMORANDUM W TO: Mayor and City Commissioners FROM: Jack Warner, Chief Financial Officer THROUGH: Donald B. Cooper, City Manager DATE: December 19, 2014 SUBJECT: AGENDA ITEM 9.E.-REGULAR COMMISSION MEETING OF JANUARY 20,2015 SOFTWARE LICENSE AGREEMENT/SUNGARD PUBLIC SECTOR,INC. BACKGROUND The City of Delray Beach has been utilizing the SunGard Public Administration software since 1986. The annual software maintenance agreement expired on September 30, 2014. Staff recommends approval of a three-year (10/01/2014 to 09/30/2017) agreement with SunGard Public Sector for software licensing, maintenance and support at an annual cost of $114,000. The agreement term is retroactive to October 1, 2014. The agreement provides annual software maintenance with unlimited phone support for software problems on all Public Administration modules. Some of the Public Administration modules are purchasing, code enforcement, building permits, utility billing, human resources,payroll, and accounting. Staff is evaluating a long-term solution to upgrading outdated software. When considering the time involved in a total replacement, the minimum time for full implementation of any long-term solution would be three-years. Should the City implement a long-term solution sooner than September 30, 2017, the agreement does allow for the City to terminate the agreement without cause with a 90 day notice. SunGard is the sole source vendor to supply software maintenance for their copyrighted software. City of Delray Beach Purchasing Code, Chapter 36, Section 36.02(C)(6)(a), "Sole Source", acquisitions of twenty-five thousand ($25,000.00) or greater requires approval from the City Commission when the sole source acquisition is forecasted to exceed$25,000. FINANCIAL DEPARTMENT REVIEW The Finance Department recommends approval. DISCUSSION The item before the City Commission is to consider approval of an Agreement with SunGard Public Sector for software licensing, maintenance, and support for Public Administration Software for a three year term (10/01/2014 to 09/30/2017) at an annual cost of $114,000, subject to approval of annual budget appropriations. TIMING OF THE REQUEST The City has been continuously using the software since 1986. FUNDING SOURCE The costs will be funded by the following accounts: Community Improvement 001-2711-524-46.90 Planning and Zoning 001-2511-515-46.90 Human Resources 001-1311-512-46.90 Information Technology 001-1811-513-46.90 Finance 001-1511-513-46.90 Utility Billing 441-5112-536-46.90 RECOMMENDATION Staff is requesting the City Commission approve a three year agreement (10/01/2014 to 09/30/2017) with SunGard Public Sector for software licensing, maintenance and support of Public Administration software at an annual amount of$114,000. CUSTOMER NO. 1343LG CONTRACT NO. 00007838 SOFTWARE LICENSE AND SERVICES AGREEMENT BETWEEN SunGard Public Sector Inc. a Florida corporation with headquarters at: 1000 Business Center Drive Lake Mary, FL 32746 ("SunGard Public Sector") AND City of Delray Beach, FL with its principal place of business at 100 NW First Avenue Delray Beach, FL 33444 (for purposes of this Agreement, "Customer") By the signatures of their duly authorized representatives below, SunGard Public Sector and Customer, intending to be legally bound, agree to all of the provisions of this Agreement and all Exhibits, Supplements, Schedules,Appendices, and/or Addenda to this Agreement. The terms and conditions contained in this Agreement, including prices, will be honored as set forth herein, provided the Agreement is fully executed and delivered by January 31, 2015. City of Delray Beach, FL SunGard Public Sector Inc. BY: BY: PRINT NAME: PRINT NAME: PRINT TITLE: PRINT TITLE: DATE SIGNED: DATE SIGNED: Page 1 of 16 SPS License 9/13/2011 THIS AGREEMENT is made between SunGard Public Sector Inc. and Customer as of the Execution Date. The parties agree as follows: 1. Definitions. "Discloser" means the party providing its Confidential Information to the Recipient. "Baseline" means the general release version of a Component System as updated to the "Defect" means a material deviation particular time in question through both SunGard between the Baseline Component System and its Public Sector's warranty services and SunGard documentation, for which Defect Customer has Public Sector's Maintenance Program, but without given SunGard Public Sector enough information any other modification whatsoever. to enable SunGard Public Sector to replicate the deviation on a computer configuration that is both "Commencement Date" means October 1, comparable to the Equipment and that is under 2014. SunGard Public Sector's control. "Component System" means any one of the "Execution Date" means the latest date computer software programs which is identified in shown on the signature page of this Agreement. Exhibit 1 as a Component System, including all copies of Source Code, Object Code and all "Equipment" means a hardware and related specifications, documentation, technical systems software configuration meeting the information, and all corrections, modifications, "Equipment" criteria set forth in Exhibit 1. additions, improvements and enhancements to and all Intellectual Property Rights for such "Exhibit 1" means, collectively: (i) The Component System. schedule attached to this Agreement which is marked as "Exhibit 1," including all attached "Confidential Information" means non- Software Supplements; and (ii) any schedule also public information of a party to this Agreement. marked as "Exhibit 1" (also including any attached Confidential Information of SunGard Public Sector Software Supplements) that is attached to any includes the Software, all software provided with amendment to this Agreement. Other appendices the Software, and algorithms, methods, to this Agreement are numbered sequentially and techniques and processes revealed by the Source are also "Exhibits." Code of the Software and any software provided with the Software. Confidential Information does "Intellectual Property Rights" means all not include information that: (i) is or becomes patents, patent rights, patent applications, known to the public without fault or breach of the copyrights, copyright registrations, trade secrets, Recipient; (ii)the Discloser regularly discloses to trademarks and service marks and Confidential third parties without restriction on disclosure; or Information. (iii) the Recipient obtains from a third party without restriction on disclosure and without breach of a "Software" means the Component non-disclosure obligation. Systems listed in Exhibit 1. "Delivery Address" means the Customer "Customer Employees" means: (i) shipping address set forth in Exhibit 1 as the Customer's employees with a need to know; and Delivery Address. (ii)third party consultants engaged by Customer who have a need to know, who have been pre- "Delivery Date" means, for each approved by SunGard Public Sector, and who, Component System, the date on which SunGard prior to obtaining access to the Software, have Public Sector first ships the Component System to executed a SunGard Public Sector-approved non- the Delivery Address F.O.B. SunGard Public disclosure agreement. Sector's place of shipment. "Object Code" means computer programs assembled, compiled, or converted to magnetic or Page 2 of 16 SPS License 9/13/2011 electronic binary form on software media, which decompilation of the Software. Customer is are readable and usable by computer equipment. prohibited from using the Software to provide service bureau data processing services or to "Recipient" means the party receiving otherwise provide data processing services to Confidential Information of the Discloser. third parties. Customer will not allow the Software to be used by, or disclose all or any part "Software Supplement" means, with of the Software to, any person except Customer respect to a Component System, the addendum Employees. Without limiting the foregoing, provided as part of Exhibit 1 that contains Customer is permitted to allow use of the input additional terms, conditions, limitations and/or and/or output sensory displays of or from the other information pertaining to that Component Software by third parties on a strict"need to System. If any terms of a Software Supplement know" basis, and such use will not be deemed a conflicts with any other terms of this Agreement, non-permitted disclosure of the Software. the terms of the Software Supplement will control. Customer will not allow the Software, in whole or in part, to be exported outside of the United "Source Code" means computer States of America, in any manner or by any programs written in higher-level programming means, without in each instance obtaining languages, sometimes accompanied by English SunGard Public Sector's prior written consent language comments and other programmer and, if required, a validated export license from documentation. the Office of Export Administration within the U.S. Department of Commerce and such other 2. Right to Grant License and Ownership. appropriate United States governmental SunGard Public Sector has the right to grant authorities. Customer this license to use the Software. Except as otherwise indicated in a Software d) Intellectual Property Rights Notices. Supplement, SunGard Public Sector owns the Customer is prohibited from removing or altering Software. any of the Intellectual Property Rights notice(s) embedded in or that SunGard Public Sector 3. License. Subject to the terms and otherwise provides with the Software. Customer conditions of this Agreement, SunGard Public must reproduce the unaltered Intellectual Sector grants Customer a perpetual, non- Property Rights notice(s) in any full or partial exclusive, non-transferable license to use and copies that Customer makes of the Software. copy for use the Software on the Equipment within the United States of America for 4. Services. Customer's own, non-commercial computing operations. Any rights not expressly granted in a) Generally. SunGard Public Sector will this Agreement are expressly reserved. provide Customer with the information services identified in Exhibit 1, for the fees provided in a) Software Code. Customer has right to Exhibit 1. use the Software in Object Code form. Customer also has the right to use the Software in Object b) Additional Services. SunGard Public Code form temporarily on another SunGard Sector can also provide Customer with additional Public Sector-supported configuration, for information services, at SunGard Public Sector's disaster recovery of Customer's computer then-current rates, or at such other rates as are operations. agreed to by the parties in an amendment to this Agreement. b) Documentation. Except as otherwise provided for in the applicable Software c) Workmanlike Skills. SunGard Public Supplement, Customer can make a reasonable Sector will render all services under this number of copies of the documentation for each Agreement in a professional and workmanlike Component System for its use in accordance with manner. SunGard Public Sector will promptly the terms of this Agreement. replace any SunGard Public Sector personnel that are rendering services on-site at a Customer C) Restrictions on Use of the Software. facility if Customer reasonably considers the Customer is prohibited from causing or permitting personnel to be unacceptable and provides the reverse engineering, disassembly or SunGard Public Sector with notice to that effect, Page 3 of 16 SPS License 9/13/2011 provided that such replacement does not violate the extent that payment is received later than any law or governmental regulation applicable to thirty(30) days from the date of invoice. Late such personnel replacement. fees will be calculated based on a per annum rate equal to the lesser of: (i)the prime lending d) Conditions On Providing Services. In rate established from time to time by Citizens each instance in which SunGard Public Sector is Bank, Philadelphia, Pennsylvania plus three providing Customer with services, SunGard percent (3%); and (ii) the highest rate permitted Public Sector and Customer will develop a by applicable law, and will be payable to project plan that identifies each party's SunGard Public Sector on demand. responsibilities for such services. The project plan will describe in detail the tentative schedule b) Taxes. Customer is responsible for and the scope of services that SunGard Public paying all taxes (except for taxes based on Sector will provide. Customer will establish the SunGard Public Sector's net income or capital overall project direction, including assigning and stock) relating to this Agreement, the Software, managing the Customer's project personnel any services provided or payments made under team. Customer must assign a project manager this Agreement. Applicable tax amounts (if any) who will assume responsibility for management are NOT included in the fees set forth in this of the project. Customer must ensure that the Agreement. If Customer is exempt from the Equipment is operational, accessible and payment of any such taxes, Customer must supported at the times agreed to by the parties in provide SunGard Public Sector with a valid tax the project plan. While SunGard Public Sector is exemption certificate; otherwise, absent proof of providing such services, Customer must provide Customer's direct payment of such tax amounts SunGard Public Sector with such facilities, to the applicable taxing authority, SunGard Public equipment and support as are reasonably Sector will invoice Customer for and Customer necessary for SunGard Public Sector to perform will pay to SunGard Public Sector all such tax its obligations, including remote access to the amounts. Equipment. c) Scheduled Resource Changes: For 5. Delivery. Except as otherwise provided training and on-site project management in Exhibit 1, SunGard Public Sector will deliver all sessions which are cancelled at the request of Component Systems to Customer at the Delivery Customer within fourteen (14) days of the Address. scheduled start date, Customer is responsible for entire price of the training or on-site project 6. Payment and Taxes. management plus incurred expenses. a) Payment. 7. Limited Warranty, Disclaimer of i) License Fees. Fees for the Warranty and Election of Remedies. Software will be due to SunGard Public Sector as provided for in Exhibit 1. a) Limited Software Warranty by SunGard ii) Professional Services Fees. Public Sector and Remedy For Breach. For each Except as otherwise provided in Exhibit 1, fees Component System, SunGard Public Sector for professional services will be invoiced on a warrants to Customer that, for a period of twelve monthly basis in arrears and will be due within (12) months after the Delivery Date, the Baseline thirty(30) days from the date of invoice. Component System, as used by Customer on the Customer will reimburse SunGard Public Sector Equipment for its own, non-commercial for actual travel and living expenses that computing operations, will operate without SunGard Public Sector incurs in providing Defects. For each Defect, SunGard Public Customer with services under this Agreement. Sector, as soon as reasonably practicable and at Such travel and living expenses will be governed its own expense, will provide Customer with an by the SunGard Public Sector Travel Expense avoidance procedure for or a correction of the Guidelines attached hereto as Exhibit 3 and will Defect. If, despite its reasonable efforts, be invoiced on a monthly basis in arrears and SunGard Public Sector is unable to provide due within thirty(30)days from the date of Customer with an avoidance procedure for or a invoice. correction of a Defect, then, subject to the iii) Late Charge. SunGard Public limitations set forth in Section 16 of this Sector will have the right to charge a late fee to Agreement, Customer may pursue its remedy at Page 4 of 16 SPS License 9/13/2011 law to recover direct damages resulting from the ITS ESSENTIAL PURPOSE, AND breach of this limited warranty. These remedies REGARDLESS OF WHETHER CUSTOMER are exclusive and are in lieu of all other HAS ACCEPTED ANY SOFTWARE OR remedies, and SunGard Public Sector's sole SERVICE UNDER THIS AGREEMENT. obligations for breach of this limited warranty are contained in this Section 7(a). 8. Confidential Information. Except as otherwise permitted under this Agreement or as b) Disclaimer of Warranty. The limited required by Florida Public Records and Sunshine warranty in Section 7(a) is made to Customer laws via Florida Statute 119.07, the Recipient will exclusively and is in lieu of all other warranties. not knowingly disclose to any third party, or make SUNGARD PUBLIC SECTOR MAKES NO any use of the Discloser's Confidential OTHER WARRANTIES WHATSOEVER, Information. The Recipient will use at least the EXPRESS OR IMPLIED, WITH REGARD TO same standard of care to maintain the ANY SERVICES PROVIDED UNDER THIS confidentiality of the Discloser's Confidential AGREEMENT AND/OR THE SOFTWARE, IN Information that it uses to maintain the WHOLE OR IN PART. SUNGARD PUBLIC confidentiality of its own Confidential Information SECTOR EXPLICITLY DISCLAIMS ALL of equal importance. Except in connection with WARRANTIES OF MERCHANTABILITY AND the Software and any software provided with the OF FITNESS FOR A PARTICULAR PURPOSE. Software, the non-disclosure and non-use SUNGARD PUBLIC SECTOR EXPRESSLY obligations of this Agreement will remain in full DOES NOT WARRANT THAT THE force with respect to each item of Confidential SOFTWARE, IN WHOLE OR IN PART, WILL Information for a period of ten (10) years after BE ERROR FREE, WILL OPERATE WITHOUT Recipient's receipt of that item. However, INTERRUPTION OR WILL BE COMPATIBLE Customer's obligations to maintain both the WITH ANY HARDWARE OR SOFTWARE Software and any software provided with the OTHER THAN THE EQUIPMENT. CUSTOMER Software as confidential will survive in perpetuity. WAIVES ANY CLAIM THAT THE LIMITED WARRANTY SET FORTH IN SECTION 7(A) OR a) Indemnity by SunGard Public Sector. THE REMEDY FOR BREACH OF SUCH SunGard Public Sector will defend, indemnify and LIMITED WARRANTY FAILS OF ITS hold Customer harmless from and against any ESSENTIAL PURPOSE. loss, cost and expense that Customer incurs because of a claim that use of a Baseline C) Abrogation of Limited Warranty. The Component System infringes any United States limited warranty in Section 7(a) will be null and copyright of others. SunGard Public Sector's void if: (i) anyone (including Customer) other obligations under this indemnification are than SunGard Public Sector modifies the expressly conditioned on the following: (i) Baseline Component System; or(ii) Customer Customer must promptly notify SunGard Public does not implement changes that SunGard Sector of any such claim; (ii) Customer must in Public Sector provides to correct or improve the writing grant SunGard Public Sector sole control Baseline Component System. If despite any of the defense of any such claim and of all modification of the Component System, SunGard negotiations for its settlement or compromise (if Public Sector can replicate the reported problem Customer chooses to represent its own interests in the Baseline Component System as if the in any such action, Customer may do so at its problem were a Defect, then SunGard Public own expense, but such representation must not Sector will nonetheless provide Customer with an prejudice SunGard Public Sector's right to control avoidance procedure for or a correction of that the defense of the claim and negotiate its reported problem for use in the Baseline settlement or compromise); (iii) Customer must Component System as though the reported cooperate with SunGard Public Sector to problem were a Defect. facilitate the settlement or defense of the claim; (iv)the claim must not arise from modifications or d) FAILURE OF ESSENTIAL PURPOSE. (with the express exception of the other THE PARTIES HAVE AGREED THAT THE Component Systems and third party hardware LIMITATIONS SPECIFIED IN SECTIONS 7 AND and software specified by SunGard Public Sector 16 WILL SURVIVE AND APPLY EVEN IF ANY in writing as necessary for use with the Software) LIMITED REMEDY SPECIFIED IN THIS from the use or combination of products provided AGREEMENT IS FOUND TO HAVE FAILED OF by SunGard Public Sector with items provided by Page 5 of 16 SPS License 9/13/2011 Customer or others. If any Component System such amounts would otherwise then be due, is, or in SunGard Public Sector's opinion is likely based upon any Supplements and/or any to become, the subject of a United States amendments to this Agreement), payment in full copyright infringement claim, then SunGard of: (a) all license fee amounts for the Component Public Sector, at its sole option and expense, will System(s), (b) all amounts for all third party either: (A) obtain for Customer the right to products provided by SunGard Public Sector continue using the Component System under the under or pursuant to this Agreement, (c) all fees terms of this Agreement; (B) replace the for services rendered by or on behalf of SunGard Component System with products that are Public Sector (including for services rendered by substantially equivalent in function, or modify the SunGard Public Sector subcontractors and/or Component System so that it becomes non- services rendered by third parties for which infringing and substantially equivalent in function; SunGard Public Sector is facilitating the provision or(C) refund to Customer the portion of the of services to Customer), and (d) all reimbursable license fee paid to SunGard Public Sector for the expenses incurred by SunGard Public Sector, Component System(s)giving rise to the SunGard Public Sector's subcontractors, and all infringement claim, less a charge for use by third parties for which SunGard Public Sector is Customer based on straight line depreciation facilitating the provision of products or services to assuming a useful life of five (5) years. THE Customer. FOREGOING IS SUNGARD PUBLIC SECTOR'S EXCLUSIVE OBLIGATION WITH RESPECT TO c) Effect of Termination. Upon termination INFRINGEMENT OF INTELLECTUAL of this Agreement by either party, Customer will PROPERTY RIGHTS. promptly return to SunGard Public Sector or(at SunGard Public Sector's request)will destroy all 9. Term and Termination. copies of the Software, and will certify to SunGard Public Sector in writing, over the a) Right of Termination — For Cause. A signature of a duly authorized representative of party has the right to terminate this Agreement if Customer, that it has done so. the other party breaches a material provision of this Agreement. Either party has the right to d) Survival of Obligations. All obligations terminate this Agreement at any time while an relating to non-use and non-disclosure of event or condition giving rise to the right of Confidential Information and indemnity will termination exists. To terminate this Agreement, survive termination of this Agreement. the party seeking termination must give the other party notice that describes the event or condition e) Termination Without Prejudice to Other of termination in reasonable detail. From the Rights and Remedies. Termination of this date of its receipt of that notice, the other party Agreement will be without prejudice to the will have thirty(30)days to cure the breach to the terminating party's other rights and remedies reasonable satisfaction of the party desiring pursuant to this Agreement. termination. If the event or condition giving rise to the right of termination is not cured within that 10. Notices. All notices and other period, this Agreement will automatically be communications required or permitted under this deemed terminated at the end of that period. Agreement must be in writing and will be deemed However, notice to SunGard Public Sector of a given when: Delivered personally; sent by United suspected Defect will not constitute a notice of States registered or certified mail, return receipt termination of this Agreement.. requested; transmitted by facsimile confirmed by United States first class mail; or sent by overnight b) Right of Termination — For Convenience. courier. Notices must be sent to a party at its Customer will additionally have the right to address shown on the first page of this terminate this Agreement for convenience, by Agreement, or to such other place as the party providing SunGard Public Sector with written may subsequently designate for its receipt of notice of such termination for convenience at notices. least ninety (90)days prior to the effective date of such termination for convenience. Provided as a 11. Force Maieure. Neither party will be strict condition of such right of termination for liable to the other for any failure or delay in convenience, Customer must first remit to performance under this Agreement due to SunGard Public Sector (regardless as to whether circumstances beyond its reasonable control, Page 6 of 16 SPS License 9/13/2011 including Acts of God, acts of war, accident, labor THE SOFTWARE, ANY SERVICES, THIS disruption, acts, omissions and defaults of third LICENSE OR ANY OTHER MATTER parties and official, governmental and judicial RELATING TO THIS AGREEMENT WILL NOT action not the fault of the party failing or delaying EXCEED THE FEE THAT CUSTOMER in performance. ACTUALLY PAID TO SUNGARD PUBLIC SECTOR(OR, IF NO DISCRETE FEE IS 12. Assignment. Neither party may assign IDENTIFIED IN EXHIBIT 1, THE FEE any of its rights or obligations under this REASONABLY ASCRIBED BY SUNGARD Agreement, and any attempt at such assignment PUBLIC SECTOR) FOR THE COMPONENT will be void without the prior written consent of SYSTEM OR SERVICES GIVING RISE TO THE the other party. For purposes of this Agreement, LIABILITY. "assignment"will include use of the Software for benefit of any third party to a merger, acquisition B) EXCLUSION OF DAMAGES. and/or other consolidation by, with or of REGARDLESS WHETHER ANY REMEDY SET Customer, including any new or surviving entity FORTH HEREIN FAILS OF ITS ESSENTIAL that results from such merger, acquisition and/or PURPOSE OR OTHERWISE, IN NO EVENT other consolidation. However, the following will WILL SUNGARD PUBLIC SECTOR BE LIABLE not be considered "assignments" for purposes of TO CUSTOMER FOR ANY SPECIAL, this Agreement: SunGard Public Sector's INCIDENTAL, OR CONSEQUENTIAL assignment of this Agreement or of any SunGard DAMAGES, WHETHER BASED ON BREACH Public Sector rights under this Agreement to OF CONTRACT, TORT(INCLUDING SunGard Public Sector's successor by merger or NEGLIGENCE), PRODUCT LIABILITY, OR consolidation or to any person or entity that OTHERWISE, AND WHETHER OR NOT acquires all or substantially all of its capital stock SUNGARD PUBLIC SECTOR HAS BEEN or assets; and SunGard Public Sector's ADVISED OF THE POSSIBILITY OF SUCH assignment of this Agreement to any person or DAMAGE. entity to which SunGard Public Sector transfers any of its rights in the Software. C) BASIS OF THE BARGAIN. CUSTOMER ACKNOWLEDGES THAT SUNGARD PUBLIC 13. No Waiver. A party's failure to enforce its SECTOR HAS SET ITS FEES AND ENTERED rights with respect to any single or continuing INTO THIS AGREEMENT IN RELIANCE UPON breach of this Agreement will not act as a waiver THE LIMITATIONS OF LIABILITY AND THE of the right of that party to later enforce any such DISCLAIMERS OF WARRANTIES AND rights or to enforce any other or any subsequent DAMAGES SET FORTH IN THIS AGREEMENT, breach. AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE 14. Choice of Law; Severability. This PARTIES. Agreement will be governed by and construed under the laws of the State of Florida, without 16. Entire Agreement, This Agreement reference to the choice of laws provisions contains the entire understanding of the parties thereof. If any provision of this Agreement is with respect to its subject matter, and supersedes illegal or unenforceable, it will be deemed and extinguishes all prior oral and written stricken from the Agreement and the remaining communications between the parties about its provisions of the Agreement will remain in full subject matter. Any purchase order or similar force and effect. document which may be issued by Customer in connection with this Agreement does not modify 15. LIMITATIONS OF LIABILITY. this Agreement. No modification of this Agreement will be effective unless it is in writing, A) LIMITED LIABILITY OF SUNGARD is signed by each party, and expressly provides PUBLIC SECTOR. SUNGARD PUBLIC that it amends this Agreement. SECTOR'S LIABILITY IN CONNECTION WITH Page 7 of 16 SPS License 9/13/2011 EXHIBIT 1 Customer: City of Delray Beach, FL Delivery Address: 100 NW First Avenue, Delray Beach, FL 33444 COMPONENT SYSTEMS (NEW): NONE COMPONENT SYSTEMS (EXISTING): Item Description Code Annual Maintenance Fee Special Assessments-Finance LO $ 3,603.56 CIS-Utilities Customer Svc CX $ 15,396.54 Accounts Receivable-Finance MR $ 4,822.25 Asset Management I-Finance FA $ 3,298.88 Cash Receipts CA $ 3,477.49 GMBAwith Extended Reporting-Finance GM $ 13,684.07 Payroll/Personnel-Finance PR $ 8,058.10 Purchasing/Inventory-Purchasing PI $ 7,511.79 BUILDING PERMITS-Community Improvment BP $ 8,005.57 BUSINESS LICENSES-Comm unity improvement OL $ 3,477.49 CODE ENFORCEMENT-Community Improvement CE $ 4,764.47 LAND/PARCEL MANAGEMENT-Community Improvement LX $ 3,477.49 DMS-Document Management Services DX $ 1,040.09 QRep Catalogs for GM,MR,CR,PI,PR,FA LX,BP,OL,CE CJ $ 3,099.27 QRep Catalogs for CX-Utilities Customer Svc CJ $ 309.93 BP Voice Response Selectron-Comm unity Improvement V1 $ 1,591.66 CIS Voice Response Selectron V2 $ 1,202.94 Delinquency Call Out Listing Interface DL $ 625.11 CIX IVR Credit Card Interface CY $ 625.11 P-Card PC $ 2,332.33 QRep Catalogs for PCJ CJ $ 315.18 PLANNING&ENGINEERING PZ $ 6,040.95 QRep Catalogs for PZ CJ $ 304.67 Cash Receipts Lock Box Interface CA $ 625.11 Click 2 Gov-Busines Licenses K6 $ 2,300.81 One Point Core KL $ 703.90 QRep Catalogs for K1, KL CJ $ 651.37 Click2GovCore Module K1 $ 1,554.89 Human Resources HR $ 5,625.96 QRep Catalogs for HR CJ $ 325.69 $ 109,175.03 Page 8 of 16 SPS License 9/13/2011 Software Notes: 1. Component Systems (Existing) are those products as listed above that are currently installed, operational, and in use at Customer's site, in accordance with a previous "Agreement for Licensed Programs" between the parties, dated October 17, 1985. All licensing, use, and maintenance of the Component Systems are now governed by the terms of this License and Services Agreement upon the Commencement Date as set forth herein. 2. Contract Year: The initial Contract Year begins on the Commencement Date and ends one year thereafter. Each subsequent Contract Year begins on the anniversary of the Commencement Date. 3. Improvements Surcharge Imposed In Certain Instances: At the commencement of any Contract Year where Customer is operating on a version of a Baseline Component System that is more than two (2) general release versions behind the then-current release for any Component System, SunGard Public Sector will assess a ten percent (10%) surcharge over and above the Improvements fee for that Contract Year, with such surcharge to be imposed on a prorated basis for the portion of the Contract Year that Customer remains on a general release version that is more than two (2) releases behind the then-current release of the Component Systems in question. Once Customer is using a release that is no more than two (2)general release versions behind the then-current release, the Improvements surcharge will be removed on a prospective basis, as of the date that Customer is using the release that is no more than two (2)general release versions behind the then-current release. SERVICES: NONE THIRD PARTY PRODUCTS(NEW): NONE THIRD PARTY PRODUCTS(EXISTING): Item Description Code Annual Maintenance Fee QRep End User CG $ 1,934.15 QRep Administrator CG $ 327.82 $ 2,261.97 APPLICABLE TAXES ARE NOT INCLUDED IN THIS EXHIBIT 1, AND, IF APPLICABLE,WILL BE ADDED TO THE AMOUNT IN THE PAYMENT INVOICE(S) BEING SENT SEPARATELY TO THE CUSTOMER. Page 9 of 16 SPS License 9/13/2011 Payment Terms: The Annual Maintenance Fee indicated for the Component Systems above represents the annual Improvements fee during the Contract Initial Maintenance Term. The amounts noted above shall be payable on a quarterly basis as invoiced, with no quarterly service or quarterly increase of fees. For each Contract Year which occurs subsequent to the Contract Initial Maintenance Term, the maintenance fees are subject to change on an annual basis, and will be specified by SunGard Public Sector in the first quarterly invoice. The Annual Maintenance Fee indicated for the Third Party Products above represents the annual maintenance fee during the first year of Third Party Product annual maintenance, beginning on the Commencement Date, and is due prior to commencement of the first annual term. The amounts noted above shall be payable on a quarterly basis as invoiced, with no quarterly service or quarterly increase of fees. Third Party Product annual maintenance fees for subsequent terms are subject to change and will be invoiced by and paid directly to SunGard Public Sector. EQUIPMENT: Host(s) or client server configuration(s) and/or combinations of host(s) and client server configuration(s)within the United States of America for which SunGard Public Sector supports the Software. Customer acknowledges that certain Component Systems of the Software may require specific host or client configurations. Customer, as soon as reasonably practicable, will provide a detailed written description of the Equipment so that SunGard Public Sector can confirm that it is a configuration on which SunGard Public Sector supports use of the Software. Page 10 of 16 SPS License 9/13/2011 EXHIBIT 3 SUNGARD PUBLIC SECTOR TRAVEL EXPENSE GUIDELINES SunGard Public Sector will adhere to the following guidelines when incurring travel expenses: All arrangements for travel are to be made through the SunGard Corporate Travel Agent unless other arrangements have been made with the Customer and are documented in writing. City shall pay the lessor of the maximum amounts authorized by Florida law or as otherwise specified herein providing SunGard has documented arrangements bV customer in advance. AIR TRAVEL—SunGard Public Sector will use the least expensive class of service available with a minimum of seven (7)day, maximum of thirty(30)day, advance purchase. Upon request, SunGard Public Sector shall provide the travel itinerary as the receipt for reimbursement of the air fare and any fees. Fees not listed on the itinerary will require a receipt for reimbursement. Trips fewer than 250 miles round are considered local. Unless a flight has been otherwise approved by the Customer, Customer will reimburse the current IRS approved mileage rate for all local trips. LODGING—Reasonable lodging accommodations are reimbursable, up to$125 per night. If, depending on the city, reasonable accommodations cannot be secured for$125 per night, Customer's prior approval will be required. Upon request by Customer, the hotel receipt received upon departure will be submitted for reimbursement. All food items, movies, and phone/internet charges are not reimbursable. RENTAL CAR—Compact or Intermediate cars will be required unless there are three or more SunGard Public Sector employees sharing the car in which case the use of a full size car is authorized. Gas is reimbursable however pre- paid gas purchases will not be authorized and all rental cars are to be returned with a full tank of gas. Upon request, receipts for car rental and gas purchases will be submitted to Customer. SunGard Public Sector shall decline all rental car insurance offered by the car rental agency as staff members will be covered under the SunGard Public Sector auto insurance policy. Fines for traffic violations are not reimbursable expenses. OTHER TRANSPORTATION—SunGard Public Sector staff members are expected to use the most economical means for traveling to and from the airport(Airport bus, hotel shuttle service).Airport taxi or mileage for the employee's personal vehicle (per IRS mileage guidelines)are reimbursable if necessary. Upon request, receipt(s)for the taxi will be submitted to Customer. Proof of mileage may be required and may be documented by a readily available electronic mapping service. The mileage rate will be the then-current IRS mileage guideline rate (subject to change with any change in IRS guidelines). OTHER BUSINESS EXPENSES—Parking at the airport is reimbursable. Tolls to and from the airport and while traveling at the client site are reimbursable. Tipping on cab fare exceeding 15% is not reimbursable. Porter tips are reimbursable, not exceeding $1.00 per bag. Laundry is reimbursable for hotel stays longer than four days while at the client site.With the exception of tips, receipts shall be provided to Customer upon request for all of the aforementioned items. MEALS $52.00 per day Standard Per Diem $10.40—Breakfast $13.00—Lunch $28.60—Dinner Page 11 of 16 SPS License 9/13/2011 THIRD PARTY SOFTWARE SUPPLEMENT 1.1 Grant of Third Party Licenses. Where applicable, SunGard Public Sector grants to Customer a personal, non-transferable, non-exclusive, limited-scope sublicense to use, in accordance with the license, use and confidentiality restrictions and other provisions of this Agreement, the third party software set forth on Exhibit 1 ("Third Party Software Products")subject to the following additional conditions: (i) the Third Party Product shall be used only in conjunction with any permissible use of the Component System software specifically authorized hereunder, and (ii) the Third Party Products shall be used only in accordance with the Third Party Products documentation. 1.2. Third Party Products. During the term of this Agreement, SunGard shall use reasonable efforts to provide Customer the benefit of all indemnities and warranties granted to SunGard Public Sector by the licensor(s)of the Third Party Products, to the extent possible without additional cost to SunGard Public Sector, as and if permitted by SunGard Public Sector's agreement with the licensor of the Third Party Products, and to the extent such warranties and indemnities pertain to Customer's use of the Third Party Products hereunder. In the event of any defect in any Third Party Products supplied by SunGard Public Sector, SunGard Public Sector will use commercially reasonable efforts to replace or correct the Third Party Products without charge, unless it has been damaged or corrupted after supply by SunGard Public Sector(including, but not limited to, damage caused by incorrect use, incorrect voltage or attempts to modify the Software or Third Party Products). If such damage or corruption has occurred after supply by SunGard Public Sector, SunGard Public Sector reserves the right to refuse to replace or correct the Third Party Products or to impose charges for so doing. Provided that SunGard Public Sector complies with this provision, it shall face no further liability with respect to any defect in any Third Party Products. Page 12 of 16 SPS License 9/13/2011 SOFTWARE MAINTENANCE SUPPLEMENT Customer desires that SunGard Public Sector provide Maintenance and Enhancements for and new releases of the Baseline Software identified in Exhibit 1 on the terms and conditions contained in this Software Maintenance Supplement (the Maintenance Supplement), and for the Custom Modifications identified in Exhibit 1 on the terms and conditions of this Maintenance Supplement. Accordingly, the parties agree as follows: 1. Additional Definitions. "Maintenance" means using reasonable "Contract Initial Maintenance Term" efforts to provide Customer with avoidance means the total term of thirty-six(36) months, procedures for or corrections of Defects. The beginning on the Commencement Date. hours during which Maintenance will be provided for each Component System, the targeted "Contract Year" means, with respect to response times for certain defined categories of each Baseline Component System and Custom Maintenance calls for each Component System Modification, each one (1) year period beginning and Custom Modification, and other details and on the conclusion of the Contract Initial procedures (collectively, the "Maintenance Maintenance Term or the anniversary thereof, and Standards") relating to the provision of ending one (1) year thereafter. Maintenance for each Component System and Custom Modification are described in attached "Custom Modification" means a change Appendix 1. that SunGard Public Sector has made at Customer's request to any Component System in "New Releases" means new editions of a accordance with a SunGard Public Sector- Baseline Component System or Custom generated specification, but without any other Modification, as applicable. changes whatsoever by any person or entity. Each Custom Modification for which SunGard "Notification" means a communication to Public Sector will provide Customer with SunGard Public Sector's help desk by means of: Improvements is identified in Exhibit 1. (i) SunGard Public Sector's web helpline; (ii)the placement of a telephone call; or (iii) the sending "Defect" has the meaning ascribed to that of an e-mail, in each case, in accordance with term in the License and Services Agreement to SunGard Public Sector's then-current policies and which this Maintenance Supplement is a part of, procedures for submitting such communications. and further, with regard to each Custom Modification, means a material deviation between 2. Services. the Custom Modification and the SunGard Public Sector-generated specification and documentation a) Types of Services. During the term of this for such Custom Modification, and for which Maintenance Supplement, SunGard Public Sector Defect Customer has given SunGard Public will provide Customer with Maintenance for, Sector enough information to enable SunGard Enhancements of, and New Releases of each Public Sector to replicate the deviation on a Baseline Component System and each Custom computer configuration that is both comparable to Modification identified in Exhibit 1. the Equipment and that is under SunGard Public Sector's control. b) Limitations. All Improvements will be part of the applicable Baseline Component "Enhancements" means general release System/Custom Modification, and will be subject (as opposed to custom) changes to a Baseline to all of the terms and conditions of the License Component System or Custom Modification which and Services Agreement Supplement to which increase the functionality of the Baseline this Maintenance Supplement is a part of, and this Component System or Custom Modification in Maintenance Supplement. SunGard Public question. Sector's obligation to provide Customer with Improvements for Baseline Component Systems "Improvements" means, collectively, owned by parties other than SunGard Public Maintenance, Enhancements and New Releases Sector is limited to providing Customer with the provided under this Maintenance Supplement. Improvements that the applicable third party Page 13 of 16 SPS Maintenance 7/1/2010 owner provides to SunGard Public Sector for that pay to SunGard Public Sector all such tax Baseline Component System. Customer must amounts. provide SunGard Public Sector with such facilities, equipment and support as are reasonably d) Late Charges. Customer will pay each necessary for SunGard Public Sector to perform SunGard Public Sector invoice by no later than its obligations under this Maintenance thirty(30) days after receipt. Late payments are Supplement, including remote access to the subject to a late charge equal to the lesser of: (i) Equipment. the prime lending rate established from time to time by Citizens Bank, Philadelphia, Pennsylvania 3. Payment and Taxes. plus three percent (3%); or (ii)the highest rate permitted by applicable law. a) Maintenance Fees. For the Improvements, Customer will pay SunGard Public 4. Term. This Maintenance Sector the amount in Exhibit 1 as the "Annual Supplement will remain in full force and effect Maintenance Fee" amount, due in advance, for throughout the Contract Initial Maintenance Term. each annual period during the Contract Initial After the Contract Initial Maintenance Term, this Maintenance Term. For each Contract Year Maintenance Supplement will automatically be which occurs subsequent to the Contract Initial extended for consecutive Contract Years on a Maintenance Term, SunGard Public Sector year-to-year basis, unless either party notifies the reserves the right to increase the Improvements other in writing of its intent not to extend this fees. Fees for Improvements for a Baseline Maintenance Supplement for any particular Component System/Custom Modification are due Baseline Component System/Custom Modification on the first day of the first month of the Contract at least three (3) months prior to the expiration of Year for that Baseline Component the then-current Contract Year. System/Custom Modification. Upon termination of the Maintenance b) Additional Costs. Customer will also Supplement with respect to a Component System reimburse SunGard Public Sector for actual travel provided under the Agreement, notwithstanding and living expenses that SunGard Public Sector anything contrary in the Agreement, Customer incurs in providing Customer with Improvements may continue using the Component System for under this Agreement, with reimbursement to be the reminder of the term of the Agreement; on an as-incurred basis. Such travel and living however, (i) SunGard Public Sector will expenses will be governed by governed by the discontinue providing all on-going SunGard Public Sector Travel Expense Maintenance services and Improvements, Guidelines attached hereto as Exhibit 3 and will including SunGard Public Sector's obligations be invoiced on a monthly basis in arrears and due under this Maintenance Supplement, (ii) any within thirty(30) days from the date of invoice. SunGard Public Sector warranties under the Customer will also reimburse SunGard Public Agreement and this Maintenance Supplement Sector for all charges incurred in connection with with respect to the Component System for which accessing Equipment. Maintenance services are terminated shall cease to apply for the period following termination, and C) Taxes. Customer is responsible for paying (iii) SunGard Public Sector shall have no liability all taxes (except for taxes based on SunGard with respect to Customer's use of the Component Public Sector's net income or capital stock) System for which Maintenance services are relating to this Maintenance Supplement, the terminated after termination of the Maintenance Improvements, any services provided or Supplement Term. payments made under this Maintenance Supplement. Applicable tax amounts (if any) are 5. Disclaimer of Warranties. Customer NOT included in the fees set forth in this agrees and understands that SUNGARD PUBLIC Maintenance Supplement. If Customer is exempt SECTOR MAKES NO WARRANTIES from the payment of any such taxes, Customer WHATSOEVER, EXPRESSED OR IMPLIED, must provide SunGard Public Sector with a valid WITH REGARD TO ANY IMPROVEMENTS tax exemption certificate; otherwise, absent proof AND/OR ANY OTHER MATTER RELATING TO of Customer's direct payment of such tax amounts THIS MAINTENANCE SUPPLEMENT,AND to the applicable taxing authority, SunGard Public THAT SUNGARD PUBLIC SECTOR Sector will invoice Customer for and Customer will EXPLICITLY DISCLAIMS ALL WARRANTIES Page 14 of 16 SPS Maintenance 7/1/2010 OF MERCHANTABILITY AND FITNESS FOR A anniversary of the Commencement Date, by PARTICULAR PURPOSE. FURTHER, providing SunGard Public Sector with ninety (90) SUNGARD PUBLIC SECTOR EXPRESSLY days' written notice. DOES NOT WARRANT THAT A COMPONENT SYSTEM, ANY CUSTOM MODIFICATION OR 7. LIMITATIONS OF LIABILITY. ANY IMPROVEMENTS WILL BE USABLE BY CUSTOMER IF THE COMPONENT SYSTEM OR a) LIMITED LIABILITY OF SUNGARD CUSTOM MODIFICATION HAS BEEN PUBLIC SECTOR. SUNGARD PUBLIC MODIFIED BY ANYONE OTHER THAN SECTOR'S LIABILITY IN CONNECTION WITH SUNGARD PUBLIC SECTOR, OR WILL BE THE IMPROVEMENTS OR ANY OTHER ERROR FREE, WILL OPERATE WITHOUT MATTER RELATING TO THIS MAINTENANCE INTERRUPTION OR WILL BE COMPATIBLE SUPPLEMENT WILL NOT EXCEED THE FEES WITH ANY HARDWARE OR SOFTWARE THAT CUSTOMER ACTUALLY PAID TO OTHER THAN THE EQUIPMENT. SUNGARD PUBLIC SECTOR FOR THE IMPROVEMENTS FOR THE YEAR THAT SUCH 6. Termination. The Contract Term shall be LIABILITY ARISES. for thirty-six(36) months beginning on the Commencement Date, unless terminated sooner b) EXCLUSION OF DAMAGES. as provided herein. A party has the right to REGARDLESS OF WHETHER ANY REMEDY terminate this Maintenance Supplement if the SET FORTH HEREIN FAILS OF ITS ESSENTIAL other party breaches a material provision of this PURPOSE OR OTHERWISE, IN NO EVENT Maintenance Supplement. Either party has the WILL SUNGARD PUBLIC SECTOR BE LIABLE right to terminate this Maintenance Supplement at TO CUSTOMER FOR ANY SPECIAL, any time while an event or condition giving rise to INCIDENTAL, OR CONSEQUENTIAL the right of termination exists. To terminate this DAMAGES, WHETHER BASED ON BREACH Maintenance Supplement, the party seeking OF CONTRACT, TORT(INCLUDING termination must give the other party notice that NEGLIGENCE), PRODUCT LIABILITY, OR describes the event or condition of termination in OTHERWISE, AND WHETHER OR NOT reasonable detail. From the date of its receipt of SUNGARD PUBLIC SECTOR HAS BEEN that notice, the other party will have thirty (30) ADVISED OF THE POSSIBILITY OF SUCH days to cure the breach to the reasonable DAMAGE. satisfaction of the party desiring termination. If the event or condition giving rise to the right of C) BASIS OF THE BARGAIN. CUSTOMER termination is not cured within that period, then ACKNOWLEDGES THAT SUNGARD PUBLIC the party seeking to terminate this Maintenance SECTOR HAS SET ITS FEES AND ENTERED Supplement can effect such termination by INTO THIS MAINTENANCE SUPPLEMENT IN providing the other party with a termination notice RELIANCE UPON THE LIMITATIONS OF that specifies the effective date of such LIABILITY AND THE DISCLAIMERS OF termination. Termination of this Maintenance WARRANTIES AND DAMAGES SET FORTH IN Supplement will be without prejudice to the THIS MAINTENANCE SUPPLEMENT, AND terminating party's other rights and remedies THAT THE SAME FORM AN ESSENTIAL BASIS pursuant to this Maintenance Supplement. The OF THE BARGAIN BETWEEN THE PARTIES. City may terminate this agreement without cause, with such termination to be effective upon the next Page 15 of 16 SPS Maintenance 7/1/2010 Appendix 1 TO THE SOFTWARE MAINTENANCE SUPPLEMENT Maintenance Standards I. Hours During Which SunGard Public Sector's Telephone Support Will be Available to Customer in Connection with the Provision of Maintenance: Unless otherwise noted in Exhibit 1, support hours are Monday through Friday,8:00 A.M.to 5:00 P.M. Customer's Local Time within the continental United States,excluding holidays("5x9"). II. Targeted Response Times. With respect to SunGard Public Sector's Maintenance obligations, SunGard Public Sector will use diligent, commercially reasonable efforts to respond to Notifications from Customer relating to the Baseline Component Systems/Custom Modifications identified in Exhibit 1 of this Agreement in accordance with the following guidelines with the time period to be measured beginning with the first applicable SunGard Public Sector"Telephone Support" hour occurring after SunGard Public Sector's receipt of the Notification: Priority Description Response Goal* Resolution Goal* Urgent A support issue shall be considered Urgent when it SunGard Public Sector Although resolution l produces a Total System Failure;meaning SunGard has a stated goal to times vary depending Public Sector's Component Systems are not performing respond within 60 on the exact issue and a process that has caused a complete work stoppage. minutes of the issue customer environment, being reported and have SunGard Public Sector a resolution plan within has a stated goal to 24 hours. resolve an urgent issue within 24 hours OR provide a resolution Critical A support issue shall be considered Critical when a SunGard Public Sector plan with urgent issues 2 critical failure in operations occurs;meaning SunGard has a stated goal to within 24 hours of the Public Sector's Component Systems are not performing respond within two issue being reported. a critical process and prevents the continuation of basic hours of the issue being operations. Critical problems do not have a reported. A resolution plan details workaround.This classification does not apply to the steps necessary to intermittent problems. understand and possibly resolve the issue. Non- A support issue shall be considered Non-Critical when SunGard Public Sector Critical a non critical failure in operations occurs;meaning has a stated goal to 3 SunGard Public Sector's Component Systems are not respond within four performing non-critical processes,but the system is still hours of the issue being usable for its intended purpose or there is a reported. workaround. Minor A support issue will be considered Minor when the SunGard Public Sector 4 issue causes minor disruptions in the way tasks are has a stated goal to performed,but does not affect workflow or respond within 24 hours operations. This may include cosmetic issues,general of the issue being questions,and how to use certain features of the reported. system. Measured from the moment a Case number is created. As used herein a "Case number is created when a) SunGard Public Sector's support representative has been directly contacted by Customer either by phone, email, in person, or through SunGard Public Sector's online support portal, and b) when SunGard Public Sector's support representative assigns a case number and conveys that case number to the Customer. Customer must provide remote access to its facility using a SunGard Public Sector approved remote access client so that SunGard Public Sector can perform the support obligations and/or services under this Agreement;and will provide appropriate security access and accounts for SunGard Public Sector staff and each session participant. SUNGARD' P U B LI C SECTOR www.sungardps.com•407-304-3235•800-727-8088 toll-free November 25, 2014 Don Marese IT Project Manager City of Delray Beach 100 NW First Avenue Delray Beach, FL 33444 (561) 243-7146 marese @mydelraybeach.com Dear Mr. Marese: This letter is intended to reflect that NaviLine software applications are proprietary software solely provided by SunGard Public Sector Inc. SunGard Public Sector Inc. is the sole owner, developer and supporter of the NaviLine brand software and has full power and authority to grant the rights to license it without the consent of any other person or entity. If you have any questions or need additional information,please do not hesitate to call me. Sincerely, (�O� Guin Thompson Contract Services Specialist SunGard Public Sector Inc. • 1000 Business Center Drive • Lake Mary, FL 32746 w MEMORANDUM W TO: Mayor and City Commissioners FROM: NOEL PFEFFER, CITY ATTORNEY DATE: January 13, 2015 SUBJECT: AGENDA ITEM 9.F.-REGULAR COMMISSION MEETING OF JANUARY 20,2015 LOAN PURCHASE AND SALE AGREEMENT/IBERIABANK:AUBURN TRACE AFFORDABLE HOUSING BACKGROUND In 1989, the City received a UDAG (Urban Development Action Grant) grant in the amount of $3,840,000. The grant proceeds were used to fund a portion of the construction costs for the Auburn Trace Apartments located at 625 Auburn Circle West, Delray Beach, owned by the developer Auburn Trace, Ltd. The project was completed in 1990 and presently consists of 152 affordable housing apartment units located on approximately 17.5 acres. In addition, the property also includes an approximately one acre parcel on which is located a 7,500 sq. ft. childcare facility/school. In exchange for loaning the UDAG grant proceeds to the developer, the City received a promissory note secured by a second mortgage. The current outstanding balance of the City debt as of September 30, 2014 is $4,139,308.72 ($3,042,890.83 principal and$1,096,417.89 interest). Iberiabank holds a first mortgage on the property securing its loan with an outstanding principal balance of$4,221,526.20. Interest on the note is 5.5% and the default interest rate is 20%. The total amount due on the Iberiabank loan through February 15, 2015 for principal, accrued interest, legal fees, and other costs is approximately$4,679,177.78. In addition to the Iberiabank first mortgage and the City's second mortgage, the U.S. Small Business Administration (SBA) has a third mortgage on the property securing its loan for approximately $210,000. There are likely additional creditors, however, they cannot be determined at this time as their claims have not been disclosed in the recently filed bankruptcy action or recorded in the public records. On October 8, 2014, Iberiabank filed a foreclosure action against the Auburn Trace ownership group seeking to enforce its loan secured by the mortgage and the several guaranty agreements executed by the Auburn Trace partners. On January 7, 2015, Auburn Trace, Ltd. ("Debtor") filed a voluntary bankruptcy petition under Chapter 11 (reorganization) of the United States Code. The legal effect of the bankruptcy petition is to stay the State court foreclosure proceedings until resolution of the bankruptcy. Most recently, on January 12, 2015 Auburn Trace filed an emergency motion with the Bankruptcy Court for authority to use cash collateral to fund the continued operations of the Debtor. DISCUSSION After the foreclosure action was filed, the City contacted representatives of Iberiabank to determine whether the Bank had any interest in selling its Loan. By acquiring Iberiabank's interest the City would become the largest creditor in the bankruptcy proceeding enabling the City to potentially have greater input over the disposition of the property and debt. This action would also allow the City to better preserve its financial position secured by the second mortgage. The normal course of foreclosure proceedings would likely result in the City's second mortgage being extinguished. Should this occur, the City would only be entitled to receive any excess equity, if any, after the court sale, and less all sums due to Iberiabank. In its emergency motion filed on January 12, 2015, Auburn Trace represents to the Court the value of the property is between $9,300,000 and $10,700,000 based on several appraisals obtained by the Debtor. Iberiabank has expressed a willingness to sell its interest to the City for less than the full amount due under the loan documents in recognition of the public benefits and City's goal of providing quality affordable housing in Delray Beach. Iberiabank has offered to sell the note for the principal amount of the loan (4,221,526.20) plus $64,000 representing a portion of its legal expenses, costs, and accrued interest for a total sum of$4,285,526.20. This amount is fixed through the closing date and represents a reduction of at least$393,651.50 from the total otherwise due Iberiabank under its loan documents. Attached to this agenda item is a proposed Loan Purchase and Sale Agreement ("Agreement") describing the terms whereby Iberiabank will sell its interest in the property to the City. The Agreement requires the City to pay a $25,000 deposit which is fully refundable, for any reason, during the due diligence period which extends until February 13, 2015. During this period, the City expects, among other things, to examine title, evaluate the condition and value of the property, and examine the banks loan file to review all of the loan documentation. In addition, the City previously entered into a confidential joint defense agreement with Iberiabank to obtain certain existing information regarding the property. Finally, the City has retained the financial advisory firm, PFM to provide its analysis with respect to the value of the property as an affordable housing project. At the conclusion of the due diligence period, the deposit is not refundable. The Agreement requires the City to close no later than February 27, 2015. It should be noted, the City is acquiring the bank's loan "as is, where is" with limited recourse against the bank. This is a complex transaction with an uncertain outcome and the City must be prepared to accept the commercial risks associated with entering into this transaction. Such risks include the condition of the property and land, the value and marketability of the asset, and the outcome of the pending litigations. On the other hand, allowing the foreclosure or bankruptcy to proceed without taking this action would likely result in the substantial loss of value in the debt secured by the City's second mortgage. The City Commission will recall it previously authorized retaining the legal services of Robert Furr as special bankruptcy counsel. Mr. Furr has filed a notice of appearance in the pending bankruptcy action on behalf of the City and will immediately file with the Court, if necessary, the appropriate motions necessary to allow for the City to conduct the necessary due diligence. Mr. Furr's normal hourly rate is $625/hr. He has agreed to represent the City in this matter at a reduced rate of$325/hr. Steve Rubin currently serves as special real estate counsel to the City and will be requested to prepare and issue the mortgagee's title insurance policy, review the loan documentation, and assist with loan closing. Mr. Rubin will charge the promulgated rate for the title insurance policy which is the lowest rate allowable by law and will also provide legal services at the reduced rate of$160/hr. Adrian Rust, with the law firm of Rogers and Towers has been representing Iberiabank since this loan has been in default as early as 2012. He is lead counsel in the foreclosure proceeding. Based on his personal knowledge and history of this loan, the City Attorney is recommending he be retained by the City and continue to prosecute the foreclosure action on the City's behalf. As was previously discussed, it is likely this matter will not be fully resolved for several months, therefore approval of special bankruptcy and foreclosure counsel is expected to exceed the procurement code threshold of$25,000 and Commission approval is requested. RECOMMENDATION Commission discretion. LOAN PURCHASE AND SALE AGREEMENT THIS LOAN PURCHASE AND SALE AGREEMENT (this "Agreement")is made as of this day of January, 2015 ("Effective Date"), by and between IBERIABANK ("Seller") and THE CITY OF DELRAY BEACH, a Florida municipal corporation ("Purchaser"). RECITALS: A. Seller is the owner of the loan described on Exhibit A (the "Loan"); and B. Seller wishes to sell the Loan, and Purchaser, based on its own due diligence review of the Loan and the Property (as defined in Exhibit B), wishes to purchase the Loan, on the terms, conditions and provisions set forth in this Agreement; NOW, THEREFORE, in consideration of the mutual promises, covenants and conditions set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are expressly acknowledged, Seller and Purchaser agree as follows: ARTICLE I DEFINITIONS AND RULES OF CONSTRUCTION Section 1.1. Definitions. Except as set forth in the Agreement, capitalized terms used herein are defined in Exhibit B. Section 1.2. Rules of Construction. This Agreement will be interpreted in accordance with the rules of construction set forth in Exhibit C. ARTICLE II SALE AND PURCHASE OF THE LOAN Section 2.1. Agreement to Sell and Purchase the Loan. On the Closing Date, Seller agrees to sell, and Purchaser agrees to purchase, Seller's right, title and interest in the Loan in accordance with this Agreement. Purchaser further agrees to assume all of Seller's obligations with respect to the Loan and the Loan Documents to the extent arising on and after the Closing Date. Section 2.2. Access to the Loan File. During the period beginning on the date of this Agreement and ending on the Closing Date, Seller will permit Purchaser access to the Loan File during Seller's normal business hours and upon reasonable Notice. Section 2.3. Due Diligence Period. During the Due Diligence Period, Purchaser shall have the opportunity to review the Loan File and such other documents reasonably requested by Purchaser provided that such documents requested are: (i) related to the Loan; (ii) not confidential or proprietary; and (iii) in Seller's possession or control. If Purchaser is not satisfied, in its sole discretion, as to all factors concerning the Loan, Purchaser shall be entitled, JAX\1918442_3 for any or no reason, by written notice to Seller delivered on or prior to the termination of the Due Diligence Period, to cancel this Agreement and receive an immediate refund of the Deposit. Upon such disbursement of the Deposit, this Agreement shall be null and void, and each party shall be relieved of all liabilities and obligations hereunder, except those that expressly survive such termination. In the event Purchaser does not provide written notice of its election to cancel this Agreement prior to the expiration of the Due Diligence Period, the Deposit shall be non- refundable, other than in the event of default by Seller under this Agreement, or in the event Federal Deposit Insurance Corporation ("FDIC") does not approve the transaction contemplated by this Agreement. Purchaser acknowledges that it is undertaking its due diligence review in advance of the FDIC's approval of the transaction contemplated by this Agreement, and all costs and expenses incurred by Purchaser in connection with its due diligence, including Purchaser's attorney fees, shall be Purchaser's sole responsibility. ARTICLE III THE CLOSING Section 3.1. Time and Location of the Closing. The Closing will occur on the Closing Date, as specified in Exhibit B. The Closing will take place at Escrow Agent's offices or at such other location as Seller and Purchaser may agree. Seller and Purchaser shall cooperate to effectuate a Closing by mail. Purchaser acknowledges that the Closing is contingent upon the FDIC's approval of the transaction contemplated by this Agreement. In the event the FDIC does not approve the transaction contemplated by this Agreement prior to the expiration of the Due Diligence Period, Purchaser, at its option, may (a) elect, at its sole option, to provide an additional thirty (30) day period for the FDIC to provide its approval, after which this Agreement shall terminate in accordance with the succeeding option, or (b) terminate this Agreement, in which event Purchaser shall be entitled to an immediate return of its Deposit, and each party shall be relieved of all liabilities and obligations hereunder, except those that expressly survive such termination. Section 3.2. Payment of and Adjustment to Purchase Price. (a) Within five (5) Business Days after the execution and delivery of this Agreement, Purchaser shall deliver the Deposit to Escrow Agent. Escrow Agent shall accept the Deposit, subject to collection, and will hold the Deposit in accordance with this Agreement. (b) Upon the consummation of the transaction contemplated by this Agreement, Escrow Agent shall deliver the Deposit to the Seller or Seller's designee and the Deposit shall be applied as a credit against the Purchase Price. Purchaser will pay the balance of the Purchase Price to Seller or to Seller's designee, by wire transfer of immediately available funds in accordance with the wiring instructions attached to this Agreement as Exhibit D. (c) Escrow Agent is not required to hold the Deposit in a segregated or special account, and the Deposit may be commingled with other funds of Escrow Agent. No interest is payable on the Deposit. In the event the Closing fails to occur, Escrow Agent shall apply the Deposit in accordance with the provisions of this Agreement, or if Escrow Agent receives conflicting instructions on how to apply the Deposit, Escrow Agent shall either deposit such JAX\1918442_3 _2_ funds in the registry of a court of competent jurisdiction or hold the same until directed as to its delivery by a court, arbitrator or other entity having authority to determine the entitlement to the Deposit as between Purchaser and Seller. Purchaser and Seller, jointly and severally, agree to indemnify and hold harmless Escrow Agent from and against any and all costs, losses, claims, damages, liabilities and expenses, including reasonable attorneys' fees which may be incurred by Escrow Agent in connection with its duties as Escrow Agent hereunder, which are not attributable to the willful default or gross negligence of Escrow Agent. Purchaser acknowledges that Escrow Agent represents Seller and may continue to represent Seller in the event of a conflict hereunder. By their execution and delivery of this Agreement, the Purchaser and Seller acknowledge and confirm that under certain circumstances deposits (including the funds subject to this Agreement) may not be insured or fully insured by the FDIC. Each party has made its own analysis of FDIC insurance regulations affecting, or potentially affecting, the funds subject to this Agreement and is not relying upon any advice from the Escrow Agent as to FDIC matters. The Purchaser and Seller understand and agree that Escrow Agent is holding the escrow funds as agent and that the funds are not trust funds. Escrow Agent shall not be liable for any failure of the depository. (d) Any payments of principal or interest received on or before the Closing Date and which apply to the period prior to the Closing Date will be the property of Seller. The previous provision to the contrary notwithstanding, the interest portion of any regular monthly installment previously paid for the month of Closing shall be prorated at Closing. (e) If applicable, Purchaser will receive a credit against the Purchase Price in an amount equal to the aggregate of any applicable escrow and reserve balances held by Seller with respect to the Loan (the "Escrow and Reserve Balances") as of the Closing Date to the extent the same are not transferred to Purchaser at Closing. Purchaser acknowledges and agrees that Purchaser shall hold the Escrow and Reserve Balances in accordance with the terms of the Loan Documents. Purchaser covenants and agrees that the Seller shall have no further duty or obligation of any nature relating to the Escrow and Reserve Balances or to the servicing of the Loan, and Seller will be discharged from all obligations for servicing the Loan. At Closing, Purchaser shall release and forever discharge the Seller from any obligations relating to the Escrow and Reserve Balances. This provision shall survive Closing. (f) The outstanding principal balance of the Loan, the amount of all accrued but unpaid interest on the Loan, and the Escrow and Reserve Balances, as of the Effective Date, are set forth on Exhibit A. Section 3.3. Purchaser's Closing Documents. Purchaser will deliver the following Closing Documents to Seller at the Closing: (a) an executed receipt for the Loan File, in the form of Exhibit E; (b) a certificate that the execution of this Agreement and the Closing Documents and the consummation of the transaction contemplated by this Agreement have been duly authorized; JAX\1918442_3 _3_ (c) a certificate of Purchaser certifying that all representations and warranties made by Purchaser in this Agreement remain true, correct and complete in all respects on the Closing Date as though the representations and warranties were made on and as of the Closing Date; and (d) a counterpart to the assignment of Mortgage in the form of Exhibit G. Section 3.4. Seller's Closing Documents. Seller's delivery of the Loan File and any other Closing Documents that Seller is required to deliver in accordance with this Agreement will be conditioned on Escrow Agent's receipt of the Purchase Price and the Closing Documents that Purchaser is required to deliver in accordance with this Agreement. At the Closing, when Escrow Agent has received the Purchase Price and the Closing Documents that Purchaser is required to deliver to Seller in accordance with this Agreement, Seller will transfer, assign, set- over and convey to Purchaser, without recourse (except as otherwise expressly set forth in this Agreement), all of Seller's right, title and interest in and to the Loan. Seller will deliver the following Closing Documents to Purchaser at the Closing: (a) The original Note, together with an Allonge endorsed to Purchaser in the form of Exhibit F; (b) an executed assignment of the Mortgage in the form of Exhibit G; (c) an affidavit from Seller confirming the sums due and owing under the Loan; (d) UCC-3 Financing Statements (or the equivalent) reflecting the transfer of the Loan to Purchaser in form acceptable for (i) recording in the Official Records of Palm Beach County, Florida, and (ii)filing with the Secretary of the State of Florida; (e) the Loan File, along with Seller's authentication of same; and (f) In the event the Seller has obtained a judgment in the Litigation as of the Closing Date, then the Seller shall also deliver an assignment of such judgment. Section 3.5. Delivery of the Loan File. (a) At Closing, the complete Loan File and all Closing Documents required by Seller and Purchaser shall be delivered to Escrow Agent to be held in escrow pending Closing. At Closing, the Purchase Price shall be delivered by wire transfer to Escrow Agent to be held in escrow pending satisfaction of all Closing escrow instructions. Upon satisfaction of the Closing escrow instructions, the Loan File and all Closing Documents required to be delivered by Seller shall be delivered to Purchaser, and the Purchase Price and all Closing Documents required to be delivered by Purchaser shall be delivered to Seller, all in accordance with this Article. From and after delivery of the Loan File to Purchaser, Seller and Seller's Affiliates, agents, employees, representatives and trustees will have no responsibility for the Loan File and Purchaser will bear all risk of loss or damage with respect to the Loan File. (b) After delivery of the Loan File to Purchaser in accordance with this Agreement, so long as Purchaser is the owner and holder of the Loan, Seller will have the continuing right during the period commencing on the Closing Date and continuing until the first (1st) JAX\1918442_3 _4_ anniversary of the Closing Date to use, inspect and make extracts from or copies of documents in the Loan File, on reasonable Notice to Purchaser and at Seller's expense. Section 3.6. Recording and Filing Closing Documents. Purchaser will record or file, as the case may be, at Purchaser's own expense, the assignment of the Mortgage and the UCC Financing Statements within ten (10) days following Closing. Section 3.7. Litigation. At Closing, by delivering to Purchaser the assignment of Mortgage and/or the assignment of judgment, if applicable, Seller shall be deemed to have assigned to Purchaser and Purchaser shall be deemed to have agreed to assume any and all Litigation related to the Loan and the Property purchased by the Purchaser under this Agreement. By such assignment, Purchaser shall assume the prosecution of all of the Litigation, as well as the risk of any and all claims which refer or relate in any way to the Loan or judgment, which have been or may be in the future brought or asserted by any person or entity, including a Borrower or Guarantor of the Loan or a judgment debtor against Seller. It shall be Purchaser's responsibility to (a) draft substitutions of parties and counsel in such a form and content consistent with the rules of the court exercising jurisdiction over the matter ("Substitutions of* Parties and Counsel") to be filed with all appropriate courts and to be served on the opposing party(ies), (b) forward same to the attorneys presently handling the Litigation for signatures, (c) file such Substitution of Parties and Counsel with all appropriate courts and serve same on the opposing party(ies) within ten (10) days after Closing, and (d) contemporaneously with such filing and service, provide evidence of same to Seller. Seller shall instruct the attorneys presently handling the Litigation to cooperate with Purchaser. Seller shall have no liability to Purchaser based on Purchaser's failure to timely receive pleadings served (or Seller's failure to forward pleadings served on Seller) after Closing. ARTICLE IV PURCHASER'S REPRESENTATIONS,WARRANTIES AND COVENANTS Section 4.1. Purchaser's Authority. (a) Purchaser is, and through the Closing Date will continue to be, duly organized, validly existing and in good standing under the laws of the state or commonwealth in which it was organized or incorporated. (b) Purchaser has and through the Closing Date will continue to have all necessary approvals, whether governmental or otherwise, and full right, power and authority, to (i) execute and deliver this Agreement, and (ii) perform its obligations under this Agreement and consummate the transaction contemplated by this Agreement. (c) Purchaser's execution and delivery of this Agreement, Purchaser's performance of its obligations under this Agreement and consummation of the transaction contemplated by this Agreement do not and through the Closing Date will continue not to (i) conflict with any laws or agreements binding on Purchaser, or (ii) result in a default under any agreements binding on Purchaser. JAX\1918442_3 _S_ (d) Assuming Seller's due execution and delivery of this Agreement, this Agreement constitutes, and through the Closing Date will continue to constitute, a legal, valid and binding obligation of Purchaser, enforceable in accordance with this Agreement, except to the extent that enforceability of the obligations may be subject to bankruptcy, insolvency, moratorium and other similar laws affecting the rights of creditors generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). Section 4.2. No Reliance. (a) As of the Closing Date, Purchaser is familiar with all aspects of the Loan and the Property and has had the opportunity to review all pleadings filed in the Litigation. In entering into this Agreement and closing the transactions contemplated hereby, except for the express representations and warranties of Seller set forth herein, Purchaser has not relied on any oral or written information provided by Seller or by Seller's Affiliates, agents, employees, representatives or trustees or by any broker or agent pertaining to the Property, but merely on Purchaser's independent review of the Loan File and such independent evaluation of the Loan, the Litigation and the Property as Purchaser deemed necessary. Purchaser's decision to purchase the Loan is based on Purchaser's due diligence review and independent evaluation of the Loan, the Litigation and the Property. Purchaser recognizes the special nature of the transaction that is the subject of this Agreement (including that the Loan may have been modified and restructured to the extent evidence of such modification or restructuring is included in the Loan File provided to Purchaser), understands and is freely taking all risks involved in connection with the transaction, and acknowledges that the nature and risks are reflected in the Purchase Price and in the terms and conditions pursuant to which Purchaser is willing to purchase and Seller is willing to sell the Loan. Purchaser acknowledges that Seller has not made any representations or warranties with respect to the Loan, the Litigation or the Property unless expressly provided for herein. (b) No agent, employee or representative of Seller or other agent or broker has been authorized to make, and Purchaser has not relied on, any statements other than those expressly set forth in this Agreement. Purchaser is not relying on any continued actions or efforts on the part of Seller or Seller's Affiliates, agents, employees, representatives or trustees with respect to the Loan, except Seller's continuing obligations with respect to transfer of any rights as lender to any escrow accounts maintained in accordance with the Loan Documents. After the Closing Date, Seller will retain no further interest in the Loan, and Seller and its Affiliates, agents, employees, representatives and trustees will not provide any further servicing of the Loan or any foreclosure or other litigation or management services. Seller has not advanced and will not advance funds to Purchaser to protect the Property or to maintain the yield of the Loan. Seller has not guaranteed and does not guarantee payment of the Loan or performance of Borrower's obligations under the documents in the Loan File and Seller has not guaranteed and does not guarantee the condition, performance, rate of return, value or yield of the Loan or the Property. The Loan is being sold as-is, with no enhancement or value added by Seller. Section 4.3. No Securities. In light of the representations, warranties, covenants and acknowledgments contained in this Agreement, Purchaser waives all rights, if any, to make any Claim in connection with any federal or state securities law. JAX\1918442_3 _6_ Section 4.4. Environmental, Seismic, Engineering and Structural Risks. Certain environmental, seismic, engineering and structural risks may exist with respect to the Property. Purchaser has analyzed or has had an opportunity to analyze the environmental, seismic, engineering, and structural issues pertaining to the Property and is acquiring the Loan subject to the risks mentioned above. Section 4.5. Title Insurance. Purchaser will be solely responsible for the cost of any endorsement to Seller's existing mortgagee title insurance policy and the cost of any other title insurance desired by Purchaser, and the procurement of a satisfactory title commitment contemplating an endorsement to the existing title policy or other insurance will be a condition to the Closing. Seller and Seller's Affiliates, agents, employees, representatives and trustees will have no obligation under this Agreement to discharge or satisfy, or to expend any amount or incur any liability in order to discharge or satisfy, any lien, encumbrance, agreement or other matter affecting the Property or to purchase any title endorsement that Purchaser wishes to secure in connection with the transaction. Section 4.6. Collection Practices. Purchaser covenants not to violate any law relating to unfair collection practices in connection with the Loan. Section 4.7. Litigation. Purchaser covenants not to: (a) institute any legal action in the name of Seller, or (b) intentionally or unintentionally, through misrepresentation or nondisclosure, conceal or mislead any person as to Purchaser's identity. The previous provision to the contrary notwithstanding, to the extent necessary to institute a valid legal claim, the Purchaser shall be permitted to reference the Seller's name in any legal action on the Loan instituted in the Purchaser's name. Section 4.8. No Brokers. Purchaser has not dealt with any broker or finder in connection with the purchase and sale of the Loan. Purchaser will be responsible for the payment of any brokerage commission or finders fee payable in connection with the purchase and sale of the Loan. Section 4.9. Releases. Purchaser represents, warrants and covenants that it shall not accept a release of liability from any Borrower, Guarantor or other entity or grant a release of liability to any Borrower, Guarantor or entity in connection with or with respect to any Loan or Property unless simultaneously such Borrower, Guarantor or other entity shall release and discharge the Seller Parties (as defined in Exhibit B) from all claims of any kind whatsoever, which such Borrower, Guarantor or other entity could have against the Seller Parties with respect to the applicable Loan or Property prior to the date of such release, which such release of liability shall be in substantially the same form as that which Purchaser shall have given to or (as applicable) accepted from such Borrower, Guarantor or other entity. In addition to any other liabilities under this Agreement to Seller, Purchaser shall be liable to Seller for any damages, costs and expenses incurred (including reasonable attorneys' fees) due to any failure by Purchaser to fully comply with the provisions of this section. JAX\1918442_3 _7_ ARTICLE V SELLER'S REPRESENTATIONS,WARRANTIES AND COVENANTS Section 5.1. No Implied Representations or Warranties. Seller has not and will not be deemed to have made and specifically disclaims any implied warranties or representations under this Agreement. Except as expressly provided in Section 5.2, Seller makes no representations or warranties with respect to (a) the Loan or the Loan File; (b) the priority, perfection or enforceability of the Note, the Mortgage, or any other Loan Document in the Loan File; (c) the presence or absence of defaults under, defenses to or offsets against the Note, the Mortgage, or any other Loan Document in the Loan File; (d) the status or financial condition of Borrower or the Guarantor; (e) any fact or condition respecting the Property; or (f) the Litigation or the Litigation File. Section 5.2. Seller's Authority; Title. Seller warrants and represents as follows as of the date of this Agreement and as of the Closing Date and where indicated covenants and agrees as follows: (a) Seller is and through the Closing Date will continue to be duly organized, validly existing and in good standing under the laws of the State of Louisiana, and authorized to transact business in the State of Florida. (b) Seller's execution and delivery of this Agreement, Seller's performance of its obligations under this Agreement and consummation of the transaction contemplated by this Agreement do not and through the Closing Date will continue not to (i) conflict with any laws or agreements binding on Seller or(ii)result in a default under any agreements binding on Seller. (c) Assuming Purchaser's due execution and delivery of this Agreement, this Agreement constitutes and through the Closing Date will continue to constitute a legal, valid and binding obligation of Seller, enforceable in accordance with this Agreement, except to the extent that enforceability of the obligations may be subject to bankruptcy, insolvency, moratorium and other similar laws affecting the rights of creditors generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (d) Seller owns the Loan, free of all liens and encumbrances created by Seller or arising by, through or under Seller, but subject to the terms, conditions, and limitations contained in the Loan File, and has not previously sold and/or assigned the Loan to any third parties. Section 5.3. No Brokers. Seller has not dealt with any broker or finder in connection with the purchase and sale of the Loan. Seller agrees to indemnify and hold Purchaser harmless from any other such claim arising by, through or under Seller. Section 5.4. Loan Balance Information. To Seller's actual knowledge, as of the Effective Date, the unpaid principal balance of the Loan, the amount of all accrued but unpaid interest, and the amount of all Escrow and Reserve Accounts is accurately listed on Exhibit A. Section 5.5. Seller's Covenants. Seller covenants as follows: JAX\1918442_3 _g_ (a) At all times from the Effective Date until the Closing, Seller shall use commercially reasonable efforts to keep and perform all of the obligations to be performed by the Seller under the Loan Documents; (b) Seller agrees that Seller, from the Effective Date until the Closing, will not modify, cancel, extend or otherwise change in any manner any of the terms, covenants, or conditions of any of the Loan Documents, nor enter into any other agreements affecting the Loan, without the prior written consent of Purchaser, which consent shall not be unreasonably withheld or delayed; (c) Prior to Closing, Seller shall obtain all such written consents and approvals as may be necessary or required to permit Seller to perform Seller's obligations under this Agreement; and (d) Seller agrees that from the Effective Date until the Closing, Seller shall not: (i) grant or consent to any security interest, pledgee's interest, or other encumbrances to be placed against or upon the Loan; (ii) consent to any easements or encumbrances upon the Property; nor (iii) subordinate or release any security for the Loan. ARTICLE VI DEFAULTS AND REMEDIES Section 6.1. Breach by Purchaser. If Purchaser fails or refuses to consummate the transaction contemplated by this Agreement in accordance with this Agreement or Purchaser otherwise is in default under this Agreement, Seller and Purchaser agree that the damages Seller would sustain as a result of the failure, refusal or default by Purchaser would be substantial but would be difficult to ascertain. Accordingly, Seller and Purchaser agree that in the event of such a failure, refusal or default by Purchaser, Seller will be entitled to retain the Deposit and all interest on the Deposit as liquidated damages as Seller's sole remedy, whereupon this Agreement will terminate and neither Seller nor Purchaser will have any further rights or obligations under this Agreement. However, Seller shall have all remedies available at law or in equity in the event the Purchaser breached any obligation that is to be performed after Closing, but Purchaser shall not in any event be liable to Seller for any consequential, punitive, special or damages, other than actual damages. Section 6.2. Breach by Seller. (a) In the event of a breach of Seller's covenants or warranties herein and the failure of Seller to cure such breach within the time provided for Closing, Purchaser may, at Purchaser's election and as Purchaser's sole and exclusive remedy do one of the following: (i) terminate this Agreement and receive a return of the Deposit, and the parties shall have no further rights or obligations under this Agreement (except as survive termination); (ii) enforce this Agreement by suit for specific performance; or (iii) waive such breach and close the purchase contemplated hereby, notwithstanding such breach. (b) If it is first discovered after Closing that Seller breached any warranty, representation or covenant contained in Article V of this Agreement with respect to the Loan (in JAX\1918442_3 _g_ such event, a "Defective Asset"), and if Purchaser notifies Seller in writing of any such breach within one hundred twenty (120) days of the Closing, then at Seller's sole option, in Seller's absolute discretion, Purchaser's sole remedy shall either be: (i) Seller's payment to Purchaser of appropriate monetary compensation, as mutually agreed by Seller and Purchaser; or (ii) rescission of the sale as to such Defective Asset. In the event of any such rescission, Seller shall pay to Purchaser an amount equal to the Purchase Price allocated to such Defective Asset, less any amounts collected by Purchaser on account of such Defective Asset, less the amount of the Escrow and Reserve Account for such Defective Asset. In no event shall Seller be liable to Purchaser for any damages (including consequential damages) Purchaser may incur or claim to incur in connection with such Defective Asset should Seller elect to rescind the sale. Without limiting the generality of the foregoing, in the event that any act, omission, conduct or activity of Purchaser or any of its officers, directors, members, employees or agents (i) causes, directly or indirectly, any diminution in the value of such Defective Asset, whether by reason of releasing any obligor or collateral or the use, ownership, control or operation of the collateral or otherwise, or (ii) increases Seller's costs and expenses in collecting the amounts due under the Defective Asset, Purchaser shall pay to Seller an amount equal to such diminution in value or increased costs and expenses of collection. Notwithstanding anything in this Agreement to the contrary, Purchaser shall not be entitled to pursue any post-Closing remedy, including those set forth in this Section 6.2(b), if: (i) Purchaser fails to provide written notice to Seller within one hundred twenty (120) days of the Closing identifying such breach or default; (ii) Purchaser had knowledge of the Seller's breach of the applicable warranty, representation or covenant contained in Article V of this Agreement prior to Closing; or (iii) the breach is based on a condition, state of facts or other matter which was disclosed to Purchaser in the Loan File. ARTICLE VII MISCELLANEOUS Section 7.1. Notices. All Notices must be in writing and (a) delivered personally by a process server providing a sworn declaration evidencing the date of service, the individual served, and the address where the service was made; (b) sent by certified mail, return receipt requested; (c) delivered by nationally recognized overnight delivery service providing evidence of the date of delivery, with all charges prepaid or (d) sent by facsimile and delivered by U.S. Mail, addressed to the appropriate party at its address listed in Exhibit B. Seller and Purchaser each may change from time to time the address to which Notices must be sent, by Notice given in accordance with this Section. All Notices given in accordance with this Section will be deemed to have been given three (3) Business Days after having been deposited in any mail depository regularly maintained by the United States postal service, if sent by certified mail, one (1) Business Day after having been deposited with a nationally recognized overnight delivery service, if sent by overnight delivery or on the date of personal service, if served by a process server, or on the day of confirmed facsimile transmission. Section 7.2. Applicable Law. This Agreement is governed by and will be construed in accordance with the laws of the State of Florida. Section 7.3. Seller's Discretion. Wherever under this Agreement Seller has the right to approve or determine any matter, Seller's approval or determination will be in Seller's sole JAX\1918442_3 _10- discretion unless expressly provided to the contrary in this Agreement. Wherever under this Agreement any matter is required to be satisfactory to Seller, Seller's determination that the matter is satisfactory will be in Seller's sole discretion unless expressly provided to the contrary in this Agreement. Wherever under this Agreement Purchaser has the right to approve or determine any matter, Purchaser's approval or determination will be in Purchaser's sole discretion unless expressly provided to the contrary in this Agreement. Wherever under this Agreement any matter is required to be satisfactory to Purchaser, Purchaser's determination that the matter is satisfactory will be in Purchaser's sole discretion unless expressly provided to the contrary in this Agreement. Section 7.4. Unenforceable Provisions. If any provision of this Agreement is found to be illegal or unenforceable or would operate to invalidate this Agreement, then the provision will be deemed to be expunged and this Agreement will be construed as though the provision was not contained in this Agreement and the remainder of this Agreement will remain in full force and effect. Section 7.5. Survival. Unless expressly provided to the contrary in this Agreement, Seller's representations, warranties and covenants contained in this Agreement will continue in full force and effect and survive the Closing for a period of sixty (60) days. All covenants intended to be performed post-Closing shall survive the Closing for the applicable limitations period unless expressly provided to the contrary in this Agreement. Section 7.6. Entire Agreement. Any agreements between Seller and Purchaser relating to the matters described in this Agreement are contained in this Agreement, which contains the complete and exclusive statement of the agreements between Seller and Purchaser. Section 7.7. No Oral Amendment. This Agreement may not be amended, waived or terminated orally or by any act or omission made individually by Seller or Purchaser but may be amended, waived or terminated only by a written document signed by the party against which enforcement of the amendment, waiver or termination is sought. Section 7.8. Joint and Several Liability. If Purchaser consists of more than one person or entity, the obligations and liabilities of each such person or entity under this Agreement are joint and several. Section 7.9. Successors and Assigns. This Agreement binds Seller and Purchaser and their respective successors and assigns and inures to the benefit of Seller and Purchaser and their respective successors and permitted assigns. Section 7.10. Duplicates and Counterparts. Duplicate counterparts of this Agreement may be executed and together will constitute a single original document. Section 7.11. Rights Cumulative; Waivers. The rights of each of Seller and Purchaser under this Agreement are cumulative and may be exercised as often as such party considers appropriate. The rights of each of Seller and Purchaser under this Agreement will not be capable of being waived or varied other than by an express waiver or variation in writing. Any failure to exercise or any delay in exercising any of such rights will not operate as a waiver or variation of that or any other such right. Any defective or partial exercise of any of such rights will not JAX\1918442_3 _11- preclude any other or further exercise of that or any other such right. No act or course of conduct or negotiation on the part of any party will in any way preclude such party from exercising any such right or constitute a suspension or any variation of any such right. Section 7.12. Assignment. This Agreement is not assignable by Purchaser unless consented to by Seller in writing. Section 7.13. Fees and Expenses. Seller and Purchaser each will bear the fees and expenses of its respective accountants, appraisers, attorneys and other consultants and other costs and expenses in connection with the preparation of this Agreement and the consummation of the transaction contemplated by this Agreement, including in the event the FDIC does not approve the transaction contemplated by this Agreement. Seller shall prepare and pay the legal expenses for the preparation of any assignments of the loan documents. Purchaser will pay for the title endorsement, recording charges on any Closing documents and any other reasonable transaction closing cost not defined above. If either Seller or Purchaser commences an action against the other to enforce any of the provisions of this Agreement or because of the breach by either party of any of the provisions of this Agreement, the losing party will pay to the prevailing party reasonable attorneys' fees, costs and expenses incurred in connection with the prosecution or defense of the action. Section 7.14. Agreement Not Binding. Nothing contained in this Agreement will create any obligation on the part of Seller under this Agreement unless and until Seller has executed and delivered to Purchaser a counterpart copy of this Agreement. Section 7.15. Waiver of Jury Trial. SELLER AND PURCHASER WANE TRIAL BY JURY IN ANY PROCEEDING BROUGHT OR COUNTERCLAIM ASSERTED IN CONNECTION WITH THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT. Section 7.16. [intentionally deleted]. Section 7.17. Relationship of Purchaser and Seller. Purchaser and Seller intend that the relationship between them shall be solely that of purchaser and seller. Nothing contained in this Agreement or in any other document shall be deemed or construed to create a partnership, joint venture or co-ownership by or between Purchaser and Seller, or the relationship of lender and borrower. Purchaser specifically acknowledges that Seller shall have no obligation to provide any form of financing to Purchaser for the acquisition of the Loan Documents as contemplated under this Agreement. Section 7.18. Further Assurances. Seller and Purchaser shall, upon the request of the other, execute and deliver such further transfers, assignments and conveyances, assurances and other assignment and assumption documents, or perform such other acts, as may be reasonably required to effect, perfect or confirm the assignment by Seller, and the assumption by Purchaser, of all right, title, interest and obligations of Seller under the Loan Documents and to complete the transactions contemplated by this Agreement, including correcting any errors or omissions in the Closing Documents delivered hereunder and including such further acts as are reasonably necessary to assure the timely transfer of(i) servicing rights, and files with respect, to the Loan JAX\1918442_3 -12- and (ii) rights as lender to any escrow accounts maintained in accordance with the Loan Documents. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] JAX\1918442_3 -13- IN WITNESS WHEREOF, Seller and Purchaser have executed and delivered this Agreement as of the date first set forth above. Witnesses: PURCHASER: THE CITY OF DELRAY BEACH, a Florida municipal corporation By: Name: Name: Title: Name: STATE OF FLORIDA COUNTY OF The foregoing instrument was acknowledged before me this day of 2015, by , as of The City of Delray Beach, a Florida municipal corporation, on behalf of such entity. Personally Known or Produced Identification Type ofldentification Produced Notary Public, State of Florida Name: My Commission Expires: My Commission Number is: JAX\1918442_3 -14- Witnesses: SELLER: IBERIABANK By: Name: Name: Title: Name: STATE OF FLORIDA COUNTY OF The foregoing instrument was acknowledged before me this day of , 2015, by as of IBERIABANK, on behalf of such entity. Personally Known or Produced Identification Type ofldentification Produced Notary Public, State of Florida Name: My Commission Expires: My Commission Number is: JAX\1918442_3 -15- ESCROW AGENT: ROGERS TOWERS, P.A. By: Name: Title: JAX\1918442_3 -16- EXHIBIT A LOAN Borrower: Auburn Trace, Ltd. Date of Current Note: December 13, 2006 Current Principal Balance as of the Effective Date: $4,221,526.20 Interest Paid Through: Maturity Date: April 13, 2012 Amount of Escrow and Reserve Balances: $0.00 JAX\1918442_3 -17- EXHIBIT B DEFINITIONS "Affiliate" is defined, in the case of any entity, as the entity's parent or any wholly- or partially- owned subsidiary of the entity or the entity's parent. "Agreement" is defined as this Loan Purchase and Sale Agreement. "Borrower" is defined as the current and unreleased obligor or obligors on the Note and/or a successor or successors of such obligor(s)that takes title to the Property subject to the Mortgage. "Business Day" is defined as any day, other than a Saturday, a Sunday, a federal holiday or any day on which banking institutions in Jacksonville,Florida are not generally open for business. "Claim" is defined as any assertion, cause of action, claim, demand or legal proceeding. "Closing" is defined as delivery of the Closing Documents, payment of the Purchase Price and sale and purchase of the Loan in accordance with this Agreement, which will occur at 12 noon Eastern on the Closing Date. "Closing Date" is defined as such date as Purchaser and Seller may mutually agree, but in no event later than Friday, February 27, 2015. "Closing Documents" is defined as all documents that are required to be delivered by Seller or Purchaser at the Closing in accordance with this Agreement. "Deposit" is defined as Twenty Five Thousand and 00/100 Dollars ($25,000.00), constituting the amount of money to be deposited with Escrow Agent by Purchaser and applied in accordance with this Agreement. "Due Diligence Period" is defined as the period commencing on the Effective Date of this Agreement and ending on Friday, February 13, 2015, during which Purchaser may examine the Loan File and all documentation described in Section 2.3 hereof. "Escrow Agent" is defined as Rogers Towers, P.A. "Guarantor" is defined as any person or entity that has guaranteed all or a portion of the Loan. "Guaranty" is defined as the original executed guaranty agreement or guaranty agreements evidencing the obligations of the Guarantor under the Loan, together with any rider, addendum or amendment to the guaranty agreement or guaranty agreements. "Litigation" is defined as that certain action entitled IberiaBank v. Auburn Trace, Ltd., et al., Case No. 502014CA012272XXXXMB currently pending in the Circuit Court of the Fifteenth Judicial Circuit in and for Palm Beach County, Florida. "Litigation File" is defined as copies of all pleadings, notices, motions, orders and other papers filed in the Litigation. JAX\1918442_3 "Loan" is defined in the Recitals to this Agreement, in Exhibit A and Exhibit H. "Loan Documents" is defined as the Note, the Loan Agreement, the Mortgage, the Guaranty and all other loan documents evidencing or securing the Loan. "Loan File" is defined as the Loan Documents, and Seller's mortgagee title policy with respect to the Loan. "Mortgage" is defined as the mortgages, deeds of trust, assignments of leases and rents, security agreements and financing statements or other instruments (including the security agreements and UCC Financing Statements included in the Loan File) purporting to create a continuing lien and security interest against the Property, as from time to time amended, modified, renewed or extended. "Note" is defined as the original executed note or notes evidencing the indebtedness of Borrower under the Loan, together with any rider, addendum, allonge or amendment to such note or notes. "Notice" is defined as any and all acceptances, approvals, consents, demands, notices, requests and other communications required or permitted to be given under this Agreement. "Principal Balance" is defined as, as of any date of determination, the then unpaid principal balance of the Loan. "Property" is defined as the real and personal property described in the Mortgage. "Purchase Price" is defined as the amount payable by Purchaser in consideration of the transfer of the Loan to Purchaser in accordance with this Agreement, such amount being equal to Four Million Two Hundred Eighty Five Thousand Five Hundred Twenty Six and 20/100 Dollars ($4,285,526.20). JAX\1918442_3 -19- "Purchaser" is defined in the introductory paragraph. Purchaser's address for Notices is as follows: The City of Delray Beach 200 NW 14 Avenue Delray Beach, Florida 33444 Attention: Noel Pfeffer, Esq. E-mail: pfeffer @mydelraybeach.com Fax: (561) 298-4755 "Seller" is defined in the introductory paragraph. Seller's address for Notices is as follows: IBERIABANK Attn: BCS Manager 1315 West Indiantown Road Jupiter, Florida 33458 E-mail: Fax: (561) 653-5044 with a courtesy copy to: Rogers Towers, P.A. Attn: Adrian Rust/C. Davis Ely 1301 Riverplace Boulevard, Suite 1500 Jacksonville, FL 32207 E-mail: arust @rtlaw.com Fax: (904) 396-0663 "Seller Parties" is defined as the Seller and includes any trustee of the Loan, any servicer of the Loan, all predecessors in interest, all officers, directors, partners, employees, investors and agents of Seller and each of the foregoing. "UCC Financing Statement" is defined as a financing statement executed and filed pursuant to the Uniform Commercial Code, as in effect in the relevant jurisdiction. JAX\1918442_3 -20- EXHIBIT C RULES OF CONSTRUCTION 1. References in this Agreement to numbered Articles or Sections are references to the Articles and Sections of this Agreement. References in this Agreement to lettered Exhibits and numbered Attachments are references to the Exhibits and Attachments attached to this Agreement, all of which are incorporated in and constitute a part of this Agreement. Article, Section, Exhibit and Attachment captions used in this Agreement are for reference only and do not describe or limit the substance, scope or intent of this Agreement or the individual Articles, Sections, Exhibits or Attachments of this Agreement. 2. The terms "include", "including" and similar terms are construed as if followed by the phase "without limitation." 3. The term "Property" is construed as if followed by the phrase "or any part thereof'. 4. Any agreement by or duty imposed on either party in this Agreement to perform any obligation or to refrain from any act or omission constitutes a covenant on such party's part and includes a covenant by such party to cause its Affiliates, agents, employees, members, partners, principals, representatives and trustees to perform the obligation or to refrain from the act or omission in accordance with this Agreement. Any statement or disclosure contained in this Agreement about facts or circumstances relating to a party constitutes a representation and warranty by such party made as of the date of this Agreement. 5. The singular of any word includes the plural and the plural includes the singular. The use of any gender includes all genders. 6. The terms "person", "party" and "entity" include natural persons, firms, partnerships, limited liability companies and partnerships, corporations and any other public or private legal entity. 7. The term "provisions" includes terms, covenants, conditions, agreements and requirements. 8. The term "amend" includes modify, supplement, renew, extend, replace, restate and substitute and the term "amendment" includes modification, supplement, renewal, extension, replacement, restatement and substitution. 9. Reference to any specific law or to any document or agreement includes any future amendments to or replacements of the law, document or agreement, as the case may be. 10. No inference in favor of or against a party with respect to this Agreement may be drawn from the fact that the party drafted this Agreement. JAX\1918442_3 -21- 11. Any document, instrument or agreement to be delivered by Purchaser will be in form and content satisfactory to Seller. 12. All obligations, rights, remedies and waivers contained in this Agreement will be construed as being limited only to the extent required to be enforceable under the law. JAX\1918442_3 -22- EXHIBIT D WIRING INSTRUCTIONS JAX\1918442_3 -23- EXHIBIT E RECEIPT FOR LOAN FILE RECEIPT ("Purchaser") acknowledges receipt, in conformance with the requirements of the Loan Purchase and Sale Agreement dated as of , between IBERIABANK ("Seller") and Purchaser (the "Agreement"), of the documents relating to the Loan (as defined in the Agreement; capitalized terms not defined in this receipt have the meanings given them in the Agreement)that are described in Schedule A attached to this receipt. PURCHASER: By: Name: Title: JAX\1918442_3 -24- EXHIBIT E(con't) SCHEDULE A 1. That certain Consolidated Promissory Note dated December 13, 2006 in the stated principal amount of Nine Million Four Hundred Thousand and 00/100 Dollars ($9,400,000.00), executed and delivered by Borrower in favor of Orion Bank, as subsequently assigned by the FDIC, Receiver of Orion Bank, Naples, Florida to Seller pursuant to that certain Allonge dated as of March 2, 2010; 2. that certain Mortgage, Security Agreement and Assignment of Rents dated April 27, 2006, from Borrower, as mortgagor, in favor of Orion Bank, as mortgagee, and recorded in Official Records Book 20273, Page 1396, as modified by Notice of Future Advance and Mortgage Modification Agreement dated December 13, 2006 and recorded in Official Records Book 21213, Page 836, and as subsequently assigned by FDIC, Receiver of Orion Bank, Naples, Florida to Seller pursuant to that certain Assignment of Note, Mortgage and Loan Documents dated as of November 13, 2009 and recorded in Official Records Book 23733, Page 651, all of the public records of Palm Beach County, Florida; 3. that certain Assignment of Rents and Leases dated April 26, 2006, granted by the Borrower, as assignor, in favor of Orion Bank, as assignee, recorded in Official Records Book 20273, Page 1419, as subsequently assigned by FDIC, Receiver of Orion Bank, Naples, Florida to Seller pursuant to that certain Assignment of Note, Mortgage and Loan Documents dated as of November 13, 2009 and recorded in Official Records Book 23 73 3, Page 651, both of the public records of Palm Beach County, Florida; 4. that certain Uniform Commercial Code Financing Statement filed in the Florida Secured Transaction Registry, bearing Instrument Number 200602558768, and recorded in Official Records Book 20273, Page 1425, of the public records of Palm Beach County, Florida, as continued by amendment filed in the Florida Secured Transaction Registry, bearing Instrument Number 201104131259, and recorded in Official Records Book 24416, Page 1564, of the public records of Palm Beach County, Florida; 5. those certain Uniform Commercial Code Financing Statement filed in the Florida Secured Transaction Registry, bearing Instrument Number 200809204140, and recorded in Official Records Book 22866, Page 1000, of the public records of Palm Beach County, Florida, as continued by amendment filed in the Florida Secured Transaction Registry, bearing Instrument Number 201308753355; 6. those certain Guaranty agreements dated April 27, 2006 and December 13, 2006, each executed by Auburn Management, Inc., Florida Affordable Housing, Inc. and Auburn Trace Joint Venture, in favor of Orion Bank; 7. that certain Guaranty agreement dated December 13, 2006, executed by Brian J. Hinners in favor of Orion Bank; and 8. the mortgagee title policy for the Loan, as endorsed or modified from time to time. JAX\1918442_3 -25- EXHIBIT F ALLONGE ALLONGE TO THAT CERTAIN PROMISSORY NOTE IN THE ORIGINAL PRINCIPAL AMOUNT OF $ EFFECTIVE AS OF I BY AS BORROWER, IN FAVOR OF Pay to the order of , AS IS; WHERE IS; WITH ALL FAULTS; without recourse; and without representations and without warranties, express or implied, except as set forth in that certain Assignment of Note, Mortgage, and Loan Documents dated of even date herewith executed by the undersigned, this the day of 2015. IBERIABANK By: Name: Its: JAX\1918442_3 -26- EXHIBIT G Prepared by and after recording return to: ASSIGNMENT OF NOTE, MORTGAGE AND LOAN DOCUMENTS THIS ASSIGNMENT is made as of 2015, by IBERIABANK (the "Assignor"), whose address is 1315 West Indiantown Road, Jupiter, Florida 33458, and (the "Assignee"), whose address is Recitals The Assignor is the owner and holder of the documents set forth on Exhibit "A" attached hereto (collectively, the "Loan Documents") relating to a credit facility (the "Loan") provided by the Assignor to a (the "Borrower"). NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Assignor hereby assigns, grants and conveys unto the Assignee and its successors and assigns, all right, title and interest of the Assignor in, under and to the Loan Documents. This Assignment shall be subject to the following additional terms and conditions: 1. Except as otherwise specifically set forth in this Assignment, the Assignor specifically disclaims any warranty, guaranty or representation, oral or written, past, present or future with respect to the Loan Documents or the Loan, including without limitation any warranty, guaranty or representation regarding: (a) the validity, existence or priority of any lien or security interest securing the Loan; (b) the existence or basis for any claim, counterclaim, defense or offset relating to the Loan Documents (or any of them); (c) the financial condition of the Borrower or any guarantor; (d) the compliance of the Loan or any Loan Documents with any laws, ordinances or regulations of any government or other body; (e) the condition of any collateral securing the Loan or any Loan Document; (f) the payment of applicable documentary stamp taxes or intangible personal property taxes on or with respect to the Loan or any Loan Document; or (g) the future performance of the Borrower or any guarantor of any Loan Document. 2. The Assignee acknowledges that the Assignee has been given an opportunity to undertake its own investigation of the Loan and the Loan Documents, and the Assignee is relying solely on its own investigation of the Loan and the Loan Documents and not on any information provided or to be provided by the Assignor. The assignment of the Loan Documents herein is made on an "AS IS", "WHERE IS" basis, without recourse, and with all faults, except as expressly set forth herein. THE ASSIGNOR MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF JAX\1918442_3 _27_ LAW RELATING TO THE LOAN DOCUMENTS, EXCEPT AS SPECIFICALLY SET FORTH HEREIN. 3. The Assignee hereby assumes any and all of the Assignor's obligations under the Loan and the Loan Documents arising on or after the date hereof. In addition, the Assignee hereby releases and discharges the Assignor and its Affiliates from any and all claims, counterclaims, demands, damages, debts, agreements, covenants, suits, contracts, obligations, liabilities, accounts, offsets, rights, actions and causes of action of any nature whatsoever, including, without limitation, all claims, demands, and causes of action for contribution and indemnity, whether arising at law or in equity (including without limitation, claims of fraud, duress, mistake, tortious interference or usury), whether presently possessed or possessed in the future, whether known or unknown, whether liability be direct or indirect, liquidated or unliquidated, whether presently accrued or to accrue hereafter, whether absolute or contingent, foreseen or unforeseen, and whether or not heretofore asserted, for or because of or as a result of any act, omission, communication, transaction, occurrence, representation, promise, damage, breach of contract, fraud, violation of any statute or law, commission of any tort, or any other matter whatsoever or thing done, omitted or suffered to be done by the Assignor or its Affiliates, arising out of or in connection with, or relating to, the Loan or the Loan Documents, which have occurred in whole or in part, or were initiated at any time, up to and through the execution of this Assignment. 4. This Assignment shall inure to the benefit of the successors and assigns of the Assignor and the Assignee, and shall be binding upon the successors and assigns of the Assignor and the Assignee. This Assignment may be executed in one or more counterparts. All such counterparts, taken together, shall constitute a single agreement. This Assignment shall not be effective until this Assignment (or a counterpart hereof) shall have been executed in recordable form by each of the Assignor and the Assignee. [SIGNATURES APPEAR ON FOLLOWING PAGE] [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] JAX\1918442_3 _28_ IN WITNESS WHEREOF, this Assignment has been duly executed and acknowledged by the Assignor and the Assignee as of the day and year first above written. Witnesses: ASSIGNOR: IBERIABANK By: Name: Name: Title: Name: STATE OF FLORIDA COUNTY OF The foregoing instrument was acknowledged before me this day of , 2015, by as of IBERIABANK, on behalf of the bank. Personally Known or Produced Identification Type of Identification Produced Notary Public, State of Florida Name: My Commission Expires: My Commission Number is: JAX\1918442_3 _29_ Witnesses: ASSIGNEE: Name: a Name: By. Name: Title: STATE OF FLORIDA COUNTY OF The foregoing instrument was acknowledged before me this day of 2015, by , as of a on behalf of the company. Personally Known or Produced Identification Type of Identification Produced Notary Public, State of Florida Name: My Commission Expires: My Commission Number is: JAX\1918442_3 -30- Exhibit "A" Loan Documents JAX\1918442_3 -31- MEMORANDUM TO: Mayor and City Commissioners FROM: Holly Vath,Chief Purchasing Officer Jack Warner,Chief Financial Officer THROUGH: Donald B.Cooper,City Manager DATE: December 19,2014 SUBJECT: AGENDA ITEM 9.G.-REGULAR COMMISSION MEETING OF JANUARY 20,201 REQUEST FOR PROPOSALS(RFP)2014-38/COLLECTION OF SOLID WASTE AND RECYCLABLE MATERIALS BACKGROUND On October 5, 2014, the City issued a request for proposals (RFP) (Attachment A) for the collection of solid waste and recyclable materials. Five proposals were received on the due date of November 7,2014.On November 13,2014,the then Interim City Manager,Mr.Terrance Stewart,appointed a Selection Committee composed of- Ms.Francine Ramaglia,Assistant City Manager,Chair Ms.Suzanne Davis,Director of Parks&Recreation Mr.Howard Ellingsworth,private citizen Mr.Randal Krejcarek,Environmental Services Director Mr.John Morgan,Sustainability Officer Public meetings of the Selection Committee were held on November 25,December 9,and December 18,2014. The minutes for all the meetings are attached(Attachment B). The Selection Committee reviewed and evaluated the proposals using the procedures and criteria outlined in Section 1.11 of the RFP.In Phase I of the review process,the Selection Committee determined that all five of the proposals were responsive. Stated differently,the proposals contained all of the necessary forms,documents,and information,and thus the proposals conformed in all material respects to the requirements in the RFP.In Phase II of the review process,the Selection Committee evaluated each proposal based on the following criteria,which are set forth in the City's RFP: 1.The experience and qualifications of the Proposer. 2.The adequacy of the Proposer's equipment,personnel,resources,and plans for providing the services required under the Agreement. 3.The Proposer's prior performance when providing similar services. 4.The responsiveness and completeness of the Proposer's proposal. 5.Any other relevant information concerning the Proposer's ability to provide outstanding service,value,and other benefits that are consistent with the best interests of the City,including Optional Benefits. 6.The cost of the Proposer's services. Proposals were evaluated in light of the weighted criteria listed below: Criterion Wei Criteria 1 throu 5 50% Cost of Pro oser's Service 50% Total 100% These criteria guided the Selection Committee by establishing a general framework for the committee's deliberations during the ranking of the proposers. The Selection Committee reviewed the five proposals(Attachment C)that were submitted in response to the City's RFP.The Selection Committee also requested and received written materials and oral responses from the City's staff and consultants. The written materials included a report from the City's consultant(Attachment D)and a comparative analysis of the prices offered by the proposers("the Price Analysis",Attachment E). SERVICE TYPE CURRENT SERVICE/ ADVANCED REPUBLIC SOUTHERN WASTE WASTE RATES CUSTOMERS DISPOSNAL SERVICES SYSTEMS MANAGEMENT PRO RESIDENTAL COLLECTION SERVICE RATES PER CUSTOMER PER MONTH Curbside collection $12.27 17,244 $12.64 $12.62 $8.95 $9.98 $13.26 w/ arba e carts Curbside collection $10.08 2,640 $10.09 $10.22 $8.95 $8.93 $13.26 w/plastic bags Collection service w/mechanical containers $6.16 14,841 $5.85 $10.00 $4.95 $5.59 $6.18 (multi-family) Weighted Average per $9.49 34,725 $9.54 $11.32 $7.24 $8.02 $10.23 customer Saving(increase)($) ($0.05) ($1.83) $2.25 $1.47 ($0.74) Saving(increase)(%) -0.5% -19.2% 23.7% 15.5% -7.8% COMMERCIAL COLLECTION SERVICE RATES Rate for Collection of Commercial Waste with Mechanical Containers(i.e.,other than Compactors and Roll-Off Containers) Total per cubic yard 1 8.321 32,4921 $5.93 1 $7.27 1 $7.26 1 $7.99 $9.91 Rate for Collection of Commercial Waste in Compactors(8 cubic yards or less) Total per cubic yard 1 $15.321 2,0131 $10.54 1 $9.08 1 $11.18 1 $14.91 1 $12.38 Rate for Collection of Commercial Waste with 96 Gallon Garbage Cart collected one time per week(Customers generating less than 2 cubic yards per week) Total Monthly 1 $35.58 309 $22.27 1 $15.81 1 $31.08 1 $29.08 1 $22.84 Rate for Collection of Commercial Waste with 96 Gallon Garbage Cart collected one time per week(Customers generating less than 2 cubic yards per week) Per month for Collection 1 $16.19 1 $10.00 1 $25.00 1 $23.00 Rate for Collection of Commercial Waste in Compactors(greater than 8 cubic yards-Roll-Off Compactors) Per pull for collection $247.44 211 $250.00 $186.36 $210.00 $195.00 $209.00 Weighted Average per $347.02 $260.50 $284.60 $297.44 $323.58 $379.12 customer Saving(increase)($) $86.52 $62.42 $49.58 $23.44 ($32.10) Saving(increase)(%) 24.9% 18.0% 14.3% 6.8% -9.2% of their size, Attachments C and F can most conveniently be accessed on the City's website at: mydelraybeach.com/finance/purchasing/active- bids/rfp-2014-3 8-collection-solid-waste-and-recyclable-materials During the presentations by the proposers,the Selection Committee learned that certain components of the Price Analysis needed to be revised.In light of this information,the City's staff and consultants calculated the adjustments that needed to be made to the Price Analysis and they orally advised the Selection Committee about these adjustments. At the conclusion of this review process,the Selection Committee ranked the proposals as follows: ®Proposer 0[Waste Management Inc.of Florida(Waste Manage 0 ISouthern Waste Systems SWS 0 dvanced Disposal Services Solid Waste Southeast,Inc. [Waste Pro of Florida,Inc 0[Republic Services of Palm Beach After the Selection Committee's meetings, the City staff updated the Price Analysis (Attachment E). The Price Analysis now accounts for the information presented to the Selection Committee by the proposers.It also more accurately accounts for the services that are currently provided. The updates to the Price Analysis have had the effect of narrowing the difference between SWS and Waste Management with regard to the total annual cost for their respective services. The Selection Committee's decision was based on calculations indicating that the annual cost of using Waste Management's services would be approximately $1,200,000 more than the cost of SWS's services. The updated Price Analysis indicates that the difference is approximately$700,000. The following table contains excerpts from the updated Price Analysis.The table shows:(a)the prices submitted by each proposer;(b)the"Weighted Average"prices for residential and commercial customers,respectively,on a monthly basis;and(c)the"Savings"that will be enjoyed(or the increased costs that will be paid)by residential and commercial customers,when the vendors'proposed prices are compared to the City's current rates.The prices shown in the table are the amounts paid to the contractor. Residential customers' rates include an additional five percent franchise fee; commercial customers'rates include an additional ten percent franchise fee.In addition,all customers pay a monthly$0.35 administrative fee. The City's RFP included the City's draft Franchise Agreement.The draft Franchise Agreement has been revised to conform to Waste Management's proposal,as shown in the red-lined text in Attachment G.The Franchise Agreement includes a new Exhibit 13,which describes the"Optional Benefits" and services offered by Waste Management in its proposal. DISCUSSION The next step in the RFP process is the City Commission's evaluation of the recommendation of the Selection Committee. Section 1.12 of the RFP describes the process as follows: The City Commission may exercise any one of the following options: a) The City Commission may approve the award of the City's work to the Proposer that received the highest ranking by the Selection Committee; b) The City Commission may reject all of the proposals,based on any reason the City Commission deems sufficient; c) The City Commission may defer the award of the City's work until the Selection Committee reconsiders its recommendation in light of new information;or d) The City Commission may conduct its own evaluation and ranking of the proposals. After the City Commission selects the Successful Proposer,the Successful Proposer shall provide the required insurance certificates,performance bond, and parent corporation guarantee to the City. Thereafter,the Successful Proposer and the City's designated representative shall execute the franchise agreement for the collection of solid waste and recyclable materials. RECOMMENDATION City Commission approve the Selection Committee's rankings,which are as follows: Rank Proposer 1 Waste Management of Florida,Inc. 2 Southern Waste Systems 3 Advanced Disposal Services Solid Waste Southeast,Inc. 4 Waste Pro of Florida,Inc. 5 Republic Services of Palm Beach • CITY OF DELRAY BEACH, FLORIDA REQUEST FOR PROPOSALS FOR THE COLLECTION OF SOLID WASTE AND RECYCLABLE MATERIALS RFP No. 2014-38 1 Advertisement CITY OF DELRAY BEACH, FLORIDA REQUEST FOR PROPOSALS COLLECTION OF SOLID WASTE AND RECYCLABLE MATERIALS RFP No. 2014-38 The City of Delray Beach, Florida ("City") is soliciting proposals from qualified companies that wish to collect the solid waste and recyclable materials generated in the City. Pursuant to the City's Request for Proposals ("RFP"), the City intends to award an exclusive franchise agreement authorizing the collection of certain types of solid waste and recyclable material from the City's residents and businesses. Any person wishing to submit a proposal (i.e., a "Proposer") must comply with the requirements contained in the City's RFP. Sealed proposals will be accepted by the City's Purchasing Division in Room 206, City Hall, 100 N.W. 1 st Avenue, Delray Beach, FL., 33444 until 10:00 A.M. on Friday, November 07, 2014, at which time the names of the Proposers will be read aloud in the first floor conference room. Proposals received by the City after this deadline will not be considered. Each proposal must be submitted in a sealed envelope. The envelope shall contain: one (1) unbound proposal, labelled as the original; nine (9) bound copies of the proposal, labelled as copies; and one (1) computer disk ("CD") or thumb drive that contains a complete copy of the proposal. A MANDATORY pre-proposal conference for this RFP will be held at 10:00 A.M. on Wednesday, October 15, 2014. The pre-proposal conference will be held at City Hall in the Commission Chambers on the first floor. City Hall is located at 100 N.W. 1 st Avenue, Delray Beach, FL 33444. All Proposers must attend the mandatory pre-proposal conference. All Proposers must remain in attendance until the conclusion of the conference. The purpose of this mandatory pre-proposal conference is to provide an overview of the requirements in the RFP, solicit comments, and answer questions concerning this RFP. The City will not accept proposals from anyone that does not attend the mandatory pre-proposal conference. Questions regarding this RFP must be delivered in writing via fax (561-243-7166) or e-mail (nadal(a.mvdelravbeach.com) to Patsy Nadal, Purchasing Manager for the City. Questions received after 2:00 P.M. on Friday, October 31, 2014 will not be addressed by the City. Copies of the RFP may be downloaded from www.DemandStar.com in hard copy. Copies of the RFP also may be requested via e-mail (nadal(a)mydelraybeach.com). The City reserves its exclusive right to: reject any and all proposals; waive minor irregularities with regard to any proposal; determine whether a Proposer is responsible, responsive, and qualified; and determine whether to award its work to a Proposer. Advertisement Date City of Delray Beach, Florida Sunday, October 05, 2014 By: Patsy Nadal, Purchasing Manager Palm Beach Post 2 TABLE OF CONTENTS SECTION I SECTION 1: TERMS AND CONDITIONS.............................................................................. 5 1.1 INTRODUCTION.................................................................................................. 5 1.2 DEFINITIONS........................................................................................................ 5 1.3 THE CITY'S EXCLUSIVE FRANCHISE AGREEMENT................................... 6 1.4 MANDATORY PRE-PROPOSAL CONFERENCE............................................. 7 1.5 INQUIRIES AND OBJECTIONS CONCERNING THIS RFP............................. 7 1.6 NO ORAL INTERPRETATIONS OF RFP ........................................................... 8 1.7 REVIEWING THE RFP AND ADDENDA........................................................... 8 1.8 REQUIREMENTS FOR SUBMITTAL OF PROPOSALS ................................... 8 1.9 DEADLINE FOR DELIVERY OF PROPOSALS................................................. 8 1.10 SCHEDULE AND DEADLINES FOR RFP.......................................................... 9 1.11 EVALUATION OF PROPOSALS BY SELECTION COMMITTEE................... 9 1.12 AWARD OF CONTRACT BY CITY COMMISSION....................................... 10 1.13 THE CITY'S ACCEPTANCE OR REJECTION OF PROPOSALS................... 11 1.14 LIMITATIONS ON PROPOSER'S RIGHTS...................................................... 12 1.15 MISTAKES........................................................................................................... 12 1.16 LIMITED OR CONDITIONAL PROPOSALS ................................................... 12 1.17 CONFLICTS OF INTEREST............................................................................... 12 1.18 LEGAL REQUIREMENTS.................................................................................. 13 1.19 PUBLIC ENTITY CRIMES................................................................................. 13 1.20 ANTI-DISCRIMINATION.................................................................................. 13 1.21 LITIGATION CONCERNING THE RFP AND AGREEMENT........................ 13 1.22 ADVERTISING.................................................................................................... 13 1.23 INSPECTION OF PROPOSER'S FACILITIES.................................................. 14 1.24 NEW GOVERNMENTAL RESTRICTIONS...................................................... 14 1.25 PUBLIC RECORDS............................................................................................. 14 1.26 DRUG-FREE WORKPLACE.............................................................................. 14 1.27 FUNDING IS CONTINGENT............................................................................. 14 1.28 PERFORMANCE DURING EMERGENCY ...................................................... 14 1.29 TAXES.................................................................................................................. 14 1.30 PROPOSAL BOND/ SECURITY....................................................................... 15 1.31 PROTEST PROCEDURES.................................................................................. 15 1.32 COMPETENCY TO CONTRACT....................................................................... 15 1.33 LOBBYING.......................................................................................................... 15 1.34 LIMITATIONS ON COMMUNICATIONS -- CONE OF SILENCE................. 16 1.35 OFFICE OF THE INSPECTOR GENERAL ....................................................... 17 1.36 PROHIBITION ON PERSONS WITH OUTSTANDING OBLIGATIONS TO MUNICIPALITIES (CLEAN HANDS POLICY)......................................... 17 1.37 PROHIBITION ON SCRUTINIZED COMPANIES........................................... 17 1.38 EXAMINATION OF THE SITE OF THE WORK.............................................. 18 1.39 COST OF PROPOSAL PREPARATION............................................................ 18 1.40 SUBCONTRACTORS AND TEMPORARY LABOR ....................................... 18 1.41 NO ASSIGNMENT OR TRANSFER OF PROPOSALS .................................... 18 SECTION 2: MINIMUM QUALIFICATIONS FOR PROPOSERS................................... 19 2.1 OVERVIEW......................................................................................................... 19 2.2 EXPERIENCE...................................................................................................... 19 2.3 FINANCIAL STABILITY AND RESOURCES..................................................20 2.4 BONDING COMPANY COMMITMENT..........................................................20 2.5 INSURANCE........................................................................................................20 3 SECTION 3: INSTRUCTIONS FOR PREPARING A PROPOSAL...................................21 3.1 PREPARATION OF PROPOSALS .....................................................................21 3.2 AUTHORIZATION TO BIND PROPOSER.......................................................21 3.3 PROPOSAL FORMAT ........................................................................................21 3.4 PROPOSAL DESCRIPTION...............................................................................23 SECTION 4 : FORMS FOR PROPOSALS ............................................................................29 SECTION 5: EXCLUSIVE FRANCHISE AGREEMENT...................................................61 4 SECTION 1: TERMS AND CONDITIONS 1.1 INTRODUCTION The purpose of this Request for Proposals ("RFP") is to solicit proposals from qualified companies that wish to collect certain types of Solid Waste and Recyclable Material in the City of Delray Beach, Florida, pursuant to an exclusive franchise agreement. The City's customers currently include: (a) approximately 17,000 Dwelling Units (i.e., Residential Customers) that receive Residential Collection Service at Curbside with Garbage Carts and Recycling Bins; (b) approximately 2,640 Dwelling Units that receive Residential Collection Service at Curbside with Plastic Bags; (c) approximately 244 Dwelling Units that receive Side Door Service; (d) approximately 15,309 Multi-Family Dwelling Units that receive Collection Service with Mechanical Containers; and(e) approximately 1,035 Commercial Customers. These services are provided pursuant to a contract that will expire no later than May 31, 2015. Under the City's RFP, the City intends to award a new franchise that will begin on June 1, 2015 and expire on September 30, 2022. All of the Solid Waste and Recyclable Material collected pursuant to this RFP shall be delivered to one of the Solid Waste Management Facilities operated by the Solid Waste Authority of Palm Beach County ("Authority" or "SWA") or another Solid Waste Management Facility designated by the City. Section 1 of this RFP describes the general terms and conditions that will apply to this RFP. Section 2 of this RFP describes the minimum qualifications for any Person wishing to submit a proposal in response to this RFP. Section 3 of this RFP provides instructions for preparing a proposal in response to this RFP. Section 4 contains the forms that must be submitted with a proposal. Section 5 contains the Exclusive Franchise Agreement ("Agreement") that will be executed by the Proposer selected to serve as the City's Contractor. 1.2 DEFINITIONS Most of the capitalized words in this RFP are defined in the Agreement. A few additional definitions are contained in this Section 1.2,as follows: A. "Comparable" shall mean of similar scope, in terms of the services provided, and of similar size, as measured in Dwelling Units for Residential Service or cubic yards for Commercial Service. B. "Contractor" shall mean the Person that provides Collection Services to the City pursuant to the Agreement. C. "Current" or "Currently" shall mean as of the deadline for delivering proposals to the City. D. "Exclusive Contract" shall mean a contract executed by a city or county, which gives the Proposer the exclusive right to provide Collection Service in a designated geographic area. E. "Optional Benefits" means additional benefits or services that a Proposer offers to the City, which are in addition to the benefits and services that must be provided to the City under this RFP and the Agreement. 5 F. "Qualifying Commercial Contract" shall mean a Current contract for Commercial Service that meets the minimum criteria in this RFP. The contract must include the Collection of Garbage with Mechanical Containers and the Collection of Recyclable Materials. G. "Qualifying Residential Contract" shall mean a Current contract for Residential Service that meets the minimum criteria in this RFP. H. "Successful Proposer" means the Proposer that is selected by the City to provide Collection Services pursuant to this RFP. hi the Agreement, the Successful Proposer is referred to as the Contractor. For the purposes of this RFP, the terms "Successful Proposer"and"Contractor"are synonymous. 1.3 THE CITY'S EXCLUSIVE FRANCHISE AGREEMENT As noted in Section 1.1, above, the City has prepared an Exclusive Franchise Agreement that is contained in Section 5 of this RFP. The Agreement describes the scope of work that is contemplated in this RFP. The Agreement also contains the specific terms and conditions that will govern the Successful Proposer/Contractor selected by the City. Each Proposer should carefully review the Agreement before submitting a proposal in response to this RFP. Each Proposer should base its proposal on the assumption that the Successful Proposer will be required to execute the Agreement, subject to all of the terms and conditions in the Agreement. The City will reject any proposal that is conditional or based on alternate contractual provisions. The City is under no obligation to revise the Agreement and, therefore, each Proposer should assume that no changes to the Agreement will be made after responses to this RFP are received, except for the correction of scrivener errors and the incorporation of relevant information, such as the Contractor's name and prices. After a proposal is submitted to the City,the City will not approve any request for an increase in the Proposer's prices("Rates")for Collection Services,unless the City requests new or additional services that are not required under the Agreement. A Proposer shall not be granted an increase in its Rates in cases where the Proposer's request for an increase results from the Proposer's failure to review or understand the requirements in the Agreement. If a Rate increase is requested under such circumstances, or if a Proposer refuses to sign the Agreement until it receives a Rate increase, the City may terminate its discussions with that Proposer, exercise its rights under the Proposal Bond, and award the Agreement to a different Proposer. Each proposal must be based on the requirements in the Agreement, but a Proposer may enhance its proposal by offering to provide Optional Benefits to the City. The Optional Benefits may consist of anything the Proposer wishes to offer. For example, a Proposer may offer to improve the City's recycling program or offer to provide public education programs concerning Solid Waste issues. Any offer to provide Optional Benefits must be based on, and in addition to, the requirements imposed on the Proposer by this RFP and the Agreement. The City will reject any offer of Optional Benefits that involves a relaxation of the requirements in the RFP or Agreement. If a Proposer wishes to offer Optional Benefits,the Proposer shall identify the additional costs, if any,that must be paid by the City to receive the Optional Benefits. 6 1.4 MANDATORY PRE-PROPOSAL CONFERENCE A mandatory pre-proposal conference for this RFP will be held at 10:00 A.M. on Wednesday, October 15, 2014. The meeting will be held at City Hall in the Commission Chambers on the first floor. City Hall is located at 100 N.W. 1St Avenue, Delray Beach, FL 33444. All Proposers must attend the mandatory pre-proposal conference. All Proposers must remain in attendance until the conclusion of the conference. The City will not accept proposals from anyone that does not attend the mandatory pre-proposal conference. Any Person attending the pre-proposal conference should bring a copy of this RFP with them. Additional copies of the RFP will not be available at the pre-proposal conference. At the pre-proposal conference, representatives of the City will be available to answer questions and explain the intent of this RFP. The City will attempt to respond to any questions or comments about the RFP that are presented to the City during or before the pre-proposal conference. After the pre-proposal conference, the City will accept written questions and comments concerning this RFP,but only until the deadline established in Section 1.5,below. The City will prepare a written response to each written question that is delivered to the City prior to the deadline for the submittal of such questions. The City's written responses will be issued in an addendum to this RFP. 1.5 INQUIRIES AND OBJECTIONS CONCERNING THIS RFP All Proposers shall carefully examine this RFP, including the forms and the Agreement. If a Proposer discovers any ambiguities or inconsistencies in any aspect of this RFP, the Proposer shall immediately notify the City's Purchasing Manager. No later than 2:00 p.m. on Wednesday, October 22, 2014, each Proposer shall deliver to the City all of the Proposer's (a) questions concerning the intent, meaning and interpretation of this RFP, including the Agreement and (b) objections to the terms of this RFP, including the Agreement. Each Proposer shall be deemed to have waived all questions and objections that are not submitted to the City in compliance with this Section 1.5. A Proposer's questions and objections may be delivered to the City by hand,mail,e-mail, or fax,but all such submittals shall be in writing and addressed to: Patsy Nadal Purchasing Manager City of Delray Beach 100 N.W. 1St Avenue Delray Beach,Florida 33444 Facsimile: (561)243-7166 E-mail: nadalkmydelraybeach.com 7 1.6 NO ORAL INTERPRETATIONS OF RFP No Person is authorized to give oral interpretations of, or make oral changes to, this RFP. Therefore, oral statements about the RFP by the City's representatives will not be binding on the City and should not be relied upon by a Proposer. Any interpretation of, or change to, this RFP will be made in the form of a written addendum to the RFP. Any addendum to this RFP will be made available to all Proposers that attend the mandatory pre-proposal conference. A Proposer can only rely upon those interpretations of, or changes to,this RFP that are issued by the City in an addendum. By submitting a proposal, a Proposer certifies that its proposal is made without reliance on any oral representation by the City,its agents,or employees. 1.7 REVIEWING THE RFP AND ADDENDA Each Proposer should closely examine all of the documents and requirements in this RFP. It is the sole responsibility of the Proposer to ensure that he or she has received all of the pages of the RFP. hi accordance with the provisions of the American with Disabilities Act, this RFP may be requested in an alternate format. If revisions to this RFP become necessary,the City will issue written addenda. All addenda must be acknowledged by each Proposer. A proposal may be rejected as nonresponsive if the Proposer fails to submit an "Acknowledgement of Addendum" form with its proposal (see Form 13 in Section 4 of the RFP). Addenda may be downloaded from the City's website at www.mydelraybeach.com. The City provides this website as a courtesy only and assumes no responsibility for errors or omissions that may affect a proposal submitted in response to this RFP. Each Proposer should contact the City no more than five (5) calendar days prior to the deadline for submitting proposals to determine whether any addenda have been issued. No addendum will be issued less than five (5) calendar days before the date for submitting proposals, except an addendum withdrawing the RFP or postponing the deadline for the submittal of proposals. 1.8 REQUIREMENTS FOR SUBMITTAL OF PROPOSALS The specific requirements for preparing a proposal are set forth in Section 3 of this RFP. By submitting a proposal, the Proposer agrees to be subject to all of the terms and conditions specified herein. 1.9 DEADLINE FOR DELIVERY OF PROPOSALS Proposals must be delivered to the City's Purchasing Division in Room 202, City Hall, 100 N.W. 1st Ave., Delray Beach, Florida 33444-2698, before the deadline specified in Section 1.10 of this RFP. It is the Proposer's sole responsibility to ensure that its proposal is complete and delivered at the proper place before the deadline. Proposals that are not delivered before the deadline will not be considered by the City. Such proposals will be returned unopened. Proposals submitted by facsimile,telephone, or electronic means will not be accepted. A proposal may not be altered by the Proposer after the deadline for submitting proposals. 8 1.10 SCHEDULE AND DEADLINES FOR RFP A summary schedule of the major activities associated with this RFP is presented in Table 1, below. The City, at its sole discretion, may modify the schedule as the City deems appropriate. The City will provide notification of any changes to the schedule by issuing written addenda. Table 1 ACTIVITY DATE Issue RFP October 6, 2014 Mandatory Pre-Proposal Conference October 15, 2014 @ 10:00 A.M. Deadline for Delivery of Written Questions October 22, 2014 @ 2:00 P.M. and Objections Deadline for Delivery of Proposals November 7, 2014 @ 10:00 A.M. Institute Cone of Silence November 7, 2014 @ 10:00 A.M. Selection Committee reviews Proposals November—December, 2014, as necessary City Commission approval and award of December 9, 2014 or January 6, 2015, as contract may be appropriate Commencement of Collection Services June 1, 2015 1.11 EVALUATION OF PROPOSALS BY SELECTION COMIVHTTEE The City Manager will designate a Selection Committee to review and evaluate the proposals submitted in response to this RFP. The review process will be conducted in two phases. In Phase One, the Selection Committee shall determine whether each Proposer is responsive. For the purposes of this RFP, a responsive Proposer means a Person that has submitted a proposal that conforms in all material respects to the requirements in the RFP. Accordingly, in Phase One, the Selection Committee will determine whether each Proposer correctly submitted and completed all of the necessary forms,documents,and information. In Phase Two of the review process, the Selection Committee will determine whether each Proposer is responsible. For the purposes of this RFP, a responsible Proposer means a Person that has the capacity in all respects to fully perform the contract requirements and has the integrity and reliability that will ensure good faith performance. In Phase Two, each proposal will be evaluated in light of the following criteria: 1. The experience and qualifications of the Proposer. 2. The adequacy of the Proposer's equipment,personnel,resources, and plans for providing the services required under the Agreement. 3. The Proposer's prior performance when providing similar services. 4. The responsiveness and completeness of the Proposer's proposal. 5. Any other relevant information concerning the Proposer's ability to provide outstanding service, value, and other benefits that are consistent with the best interests of the City, including Optional Benefits. 6. The cost of the Proposer's services. At any time during Phase One and Phase Two,the City may conduct any investigations it deems necessary to evaluate the proposals. Each Proposer shall promptly provide the City with any additional information reasonably requested by the City. The City shall have the right to make additional inquiries, interview some or all of the Proposers, visit the facilities of one or more of the Proposers,or take any other action the City deems necessary to fairly evaluate a proposal. 9 At any time during Phase One and Phase Two, the City may reject a proposal if the City concludes the Proposer is not qualified -- i.e.,the Proposer does not satisfy the minimum criteria set forth in this RFP. During Phase Two,proposals will be evaluated in light of the weighted criteria listed below: WEIGHT The six (6) criteria listed above, except cost(i.e., 1, 2, 3, 4, 5) 50% The cost of the Proposer's services 50% TOTAL 100% These weighted criteria are provided to assist the Proposers in the allocation of their time and efforts during the RFP process. These criteria also will guide the Selection Committee by establishing a general framework for the Selection Committee's deliberations during the short- listing and final ranking of Proposers. Each member of the Selection Committee will rank the Proposers using the weighted criteria, based on the member's evaluation of the merits of the Proposer's proposal. For example, if five (5) proposals are received by the City, each member of the Selection Committee will prepare a list (i.e., a voting form) that ranks the five (5) Proposers, based on the committee member's assessment of each Proposer's merit. On the voting form,the member shall place a number (i.e., one (1) through five (5)) next to each Proposer's name. One (1) shall represent the highest rank and five (5) shall be the lowest rank. The votes of the Committee members shall be totaled to determine the highest ranked firms and thus establish a short list of Proposers. At its option, the Selection Committee may allow each Proposer on the short list to make a presentation to the committee. If presentations are allowed, the Selection Committee shall perform a final ranking of short-listed proposers. The final ranking will be performed by the members of the Selection Committee, using the same process that is described above. The Selection Committee will present its recommendation to the City Commission for approval and the award of the contract. Please note that the Selection Committee and the City Commission may select the Successful Proposer without allowing any presentations or interviews by any Proposer. For this reason, each Proposer must ensure that its proposal contains all of the information requested in this RFP. 1.12 AWARD OF CONTRACT BY CITY COMMISSION As soon as practicable after the Selection Committee completes its assessment of the proposals, the Selection Committee's recommendations shall be presented to the City Commission at a duly noticed public meeting. The City Commission may exercise any one of the following options: (a) The City Commission may approve the award of the City's work to the Proposer that received the highest ranking by the Selection Committee; (b) The City Commission may reject all of the proposals, based on any reason the City Commission deems sufficient; (c) The City Commission may defer the award of the City's work until the Selection Committee reconsiders its recommendation in light of new information; or (d) The City Commission may conduct its own evaluation and ranking of the proposals. 10 It is anticipated that the City Commission will award the City's work to the Proposer that submits the best overall proposal, based on the City Commission's determination of the City's best interests and the best overall value for the City. The City Commission's determinations concerning these matters will be made in light of the six(6) criteria listed in Section 1.11, above. The City Commission shall have the exclusive authority to select the best overall proposal and make any determinations concerning the responsiveness of the Proposers, the value of their proposals, the Proposers' respective abilities to satisfactorily perform the work specified in the City's RFP, and all other related matters. After the City Commission selects the Successful Proposer, the Successful Proposer shall provide the required insurance certificates, Performance Bond, and parent corporation guarantee to the City. Thereafter, the Successful Proposer and the City's designated representative shall execute the Agreement. 1.13 THE CITY'S ACCEPTANCE OR REJECTION OF PROPOSALS The City reserves its exclusive right to: • reject any and all proposals that fail to satisfy the requirements and specifications in this RFP; • accept the proposal which, in the judgment of the City Commission, is the best overall proposal,based on the six(6)criteria listed in Section 1.11,above; • reject any and all non-responsive proposals; • waive minor irregularities in any proposal; • issue addenda or otherwise revise the requirements in this RFP; • reject all proposals,with or without cause; • issue requests for new proposals; • cancel this RFP; and • extend the City's franchise agreement with the City's current contractor. The City shall decide, in its sole discretion, whether to reject a proposal as non-responsive. Among other things, a Proposal may be found to be non-responsive if the Proposer: failed to provide the information requested in the RFP; failed to utilize or complete the required forms; provided incomplete, indefinite, or ambiguous responses; failed to comply with the applicable deadlines; provided improper or undated signatures; or provided information that is false, misleading,or exaggerated. The City may reject a proposal for any reason that the City deems sufficient. For example, the City may reject one or more proposals if. the Proposer misstates or conceals any material fact in their proposal; the proposal does not conform to the requirements of Applicable Law; the proposal is subject to conditions or qualifications; a change occurs that makes this RFP unnecessary for the City; any Person submits more than one proposal under the same or different names; a Proposer fails to perform satisfactorily or meet its financial obligations on previous contracts; the Proposer employs unauthorized aliens in violation of Section 274(A)(e) of the Immigration and Naturalization Act; or the Proposer is listed on the U.S. Comptroller General's List of Ineligible Companies for Federally Financed or Assisted Projects. Any or all proposals may be rejected if the City concludes that collusion existed among two or more of the Proposers. Proposals received from the participants in such collusion will not be considered for the same work if this RFP is re-advertised. 11 More than one proposal from an individual, firm, partnership, corporation, or association under the same or different names will not be considered. If a Proposer is involved in more than one proposal for the same work, the City may reject all proposals in which such Proposer is believed to be involved. The City may reject proposals if two (2) or more Proposers are planning a merger, or are in the process of merging with or acquiring other Proposers, and the City concludes that the Proposers are not submitting bona fide or uncompromised proposals. In such cases, the City may reject all proposals in which such Proposers are involved. Any and all compromised proposals will be rejected if there is reason to believe that collusion exists between Proposers. 1.14 LIMITATIONS ON PROPOSER'S RIGHTS By submitting a proposal, each Proposer acknowledges and agrees that the submittal of a proposal constitutes a binding offer by the Proposer and the offer shall not be withdrawn for at least one hundred twenty (120) days after the proposal is delivered to the City. Further, by submitting a proposal, each Proposer acknowledges and agrees that: (a) no enforceable contract will arise between the City and the Proposer unless the City signs the Agreement with the Proposer; (b) no action will lie against the City to compel the City to execute the Agreement or any other contract at any time; (c) the City is not obligated to award its Agreement to the Proposer that offers the lowest prices to the City; (d) the City shall be the sole judge of the procedure used to select the best proposal, and the determination of which proposal is most advantageous to or in the best interests of the City; and (e) each Proposer waives any and all claims it may have to damages, lost profits, costs, expenses, attorneys' fees, or other injuries if the City decides it will not sign the Agreement with the Proposer. 1.15 MISTAKES Proposers are expected to carefully examine the specifications in this RFP. FAILURE TO DO SO WILL BE AT PROPOSER'S RISK. In the event of arithmetic error(s), the unit price will prevail and the Proposer's total offer will be corrected accordingly. Written amounts shall take precedence over numerical amounts. Proposals having erasures or corrections must be initialed in blue ink by the Proposer.Failure to do so may result in the rejection of the proposal. 1.16 LIMITED OR CONDITIONAL PROPOSALS The City will not accept additional terms or conditions that a Proposer includes with its proposal. A Proposer shall not attempt to limit, restrict, or qualify its proposal. A Proposer's adjustments, changes to,or deviations from the RFP will not be accepted by the City. Any and all such terms, conditions, limitations, and qualifications shall have no force and effect. However, as noted in Section 1.3 above,a Proposer may offer Optional Benefits to the City 1.17 CONFLICTS OF INTEREST Each Proposer must disclose the name of any officer, director, agent, or employee of the Proposer, or any relative of an officer,director, agent,or employee of the Proposer,that is also an employee of the City. Further, all Proposers must disclose the name of any City employee who owns, directly or indirectly, an interest of five percent(5%)or more in the Proposer's firm or any of its subsidiaries or affiliates. No Proposer may own or have a financial interest in more than ten percent(10%)of any other Proposer,regardless of whether such ownership is direct or through a parent, subsidiary or holding company or any other business entity. 12 1.18 LEGAL REQUIREMENTS Each Proposer must comply with all federal, state, and local laws, ordinances, rules and regulations that are applicable to this RFP and the work to be performed under the Agreement. The Proposer's lack of knowledge about the Applicable Law shall not be grounds for relief from such laws, or constitute a defense against the enforcement of such laws, or justify an increase in the Rates paid to the Contractor under the Agreement. By submitting a proposal in response to this RFP, the Proposer represents that the Proposer is familiar with all federal, state,and local laws,ordinances,rules and regulations that are applicable to the services required under this RFP. If a Proposer discovers any provision in this RFP that is contrary to or inconsistent with any Applicable Law, the Proposer shall promptly report it to the City's Purchasing Manager. 1.19 PUBLIC ENTITY CRIMES Pursuant to F.S. 287.133, as amended, a person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a proposal on a contract to provide any goods or services to a public entity, may not submit a proposal on a contract with a public entity for the construction or repair of a public building or public work, may not submit a proposal on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in section 287.017 for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. Each Proposer must certify that the Proposer is not subject to these prohibitions regarding public entity crimes. See Form 11. 1.20 ANTI-DISCRIMINATION The City is committed to assuring equal opportunity in the award of contracts and, therefore, complies with all laws prohibiting discrimination. The Successful Proposer will be prohibited from discriminating against any employee, applicant, or client because of race, color, religion, disability, sex, age,national origin, ancestry, marital status, sexual orientation, or gender identity or expression. 1.21 LITIGATION CONCERNING THE RFP AND AGREEMENT By submitting a proposal, the Proposer agrees that: (a) any and all legal actions necessary to interpret or enforce this RFP or the Agreement shall be governed by the laws of the State of Florida; and(b)the exclusive venue for any litigation concerning this RFP or the Agreement shall be the state and federal courts in and for Palm Beach County,Florida. 1.22 ADVERTISING By submitting a proposal, each Proposer agrees not to use the results of said submittal as a part of any advertising or Proposer sponsored publicity without the express prior written approval of the City. 13 1.23 INSPECTION OF PROPOSER'S FACILITIES The City reserves its right to inspect the Proposer's facilities at any reasonable time, during normal working hours,to determine whether the Proposer has a bona fide place of business and is a responsible Proposer. Parenthetically, the Successful Proposer/ Contractor will be required to maintain an office within twenty-five (25) miles of the City in accordance with Section 30 of the Agreement. 1.24 NEW GOVERNMENTAL RESTRICTIONS In the event that a Change in Law occurs before the proposals are delivered to the City, and the Change in Law would necessitate the alteration of the performance of the services requested in this RFP,it shall be the responsibility of the Proposer to notify the City at once. The City reserves the right to accept the alteration or to cancel the RFP process. 1.25 PUBLIC RECORDS Any material submitted in response to this RFP will become a public record and shall be subject to public disclosure consistent with the Public Records Law (Chapter 119, Florida Statutes), except as may be provided by the Public Records Law or other applicable state or federal law. If a Proposer contends that part of its proposal is not subject to disclosure, the Proposer shall identify specifically any information contained in the proposal that the Proposer considers confidential or otherwise exempt from disclosure under the Public Records Law,and the Proposer shall cite the specific section of the law creating the exemption for such information. The City reserves its right to make all determinations concerning the applicability of the Public Records Law to any documents submitted in response to this RFP. The City shall have no liability to a Proposer for the public disclosure of any material submitted to the City in response to this RFP. 1.26 DRUG-FREE WORKPLACE Each Proposer must certify that it has a Drug-Free Workplace ("DFW") program. Each vendor must complete and submit the attached DFW form(Form 16)with its proposal. 1.27 FUNDING IS CONTINGENT The obligations of the City under this RFP and the Agreement are subject to the availability of funds lawfully appropriated for such purposes. 1.28 PERFORMANCE DURING EMERGENCY By submitting a response to the RFP, each Proposer agrees and promises that during and after a public emergency, disaster, hurricane, flood, or similar event, the City shall be given "first priority" for all services required under the Agreement. Proposer agrees to provide its services to the City during and after the emergency on the same terms, conditions, and prices provided in the Agreement. The Contractor's work for the City shall have priority over the Contractor's work for members of the private sector. 1.29 TAXES The City is exempt from federal excise and state sales taxes. Vendors and contractors doing business with the City shall not be exempted from paying sales tax to their suppliers for materials used to fulfill contractual obligations with the City. Vendors/Contractors shall not be authorized to use the City's tax exemption number when securing such materials. 14 1.30 PROPOSAL BOND/SECURITY Each proposal must be accompanied by a certified cashier's check or proposal bond in the amount of Fifty Thousand Dollars ($50,000). The check or bond shall be made payable to the City of Delray Beach,Florida. If the Successful Proposer fails or refuses to execute the Agreement or provide the necessary certificates of insurance, parent corporation guarantee, or Performance Bond following award, within the timeframes set forth herein, the City shall retain the entire check/proposal bond and disqualify the Proposer. The check/proposal bond submitted by an unsuccessful Proposer will be returned when the City executes a contract with the Successful Proposer or rejects the Proposer's proposal, whichever occurs first. 1.31 PROTEST PROCEDURES As noted above, the Selection Committee will review each proposal in two (2) phases. During Phase One,the Selection Committee will determine whether each Proposer is responsive. During Phase Two,the Selection Committee will determine whether each Proposer is responsible. If the Selection Committee determines that a Proposer is not responsive or not responsible, the Purchasing Manager shall post notice of the Selection Committee's determination in City Hall. The Purchasing Manager also shall post notice in City Hall after the City Commission selects the Successful Proposer. Any Proposer who is aggrieved by the decisions of the Selection Committee or the City Commission may file a protest with the City Manager pursuant to Section 36.04(entitled"Protest Procedures")of the Delray Beach Code of Ordinances. However,nothing contained in this RFP shall be deemed to limit the authority of the City Commission under special or general law. 1.32 COMPETENCY TO CONTRACT By submitting a proposal, each Proposer expressly recognizes,acknowledges, and agrees that: (a) the City of Delray Beach, Florida, is a legally constituted entity -- i.e., a Florida municipal corporation; (b)the City has the lawful authority to enter into exclusive franchise agreements for the Collection of Solid Waste and Recyclable Materials within the City; and (c) the Proposer waives any claims or causes of action regarding the City's competency or legal authority to enter into exclusive franchise agreements concerning the Collection of Solid Waste and Recyclable Material. 1.33 LOBBYING All Proposers are advised that the Palm Beach County Lobbyist Registration Ordinance (Section 2-351 of the Palm Beach County Code of Ordinances) applies to the City and this RFP. Any violation of this requirement may cause the Proposer to be disqualified and prohibited from participating further in the RFP process. 15 1.34 LIMITATIONS ON COMMUNICATIONS--CONE OF SILENCE Proposers are advised that a Cone of Silence will be in effect during this RFP. The Cone of Silence prohibits any communications, except written correspondence, regarding this RFP, between the Proposers or any Person representing the Proposers, and any member of the City Commission, the Commission's staff, any City employee authorized to act on behalf of the City to award the contract under this RFP, or any member of the Selection Committee. The Cone of Silence will commence and take effect at the deadline for submitting proposals, as indicated in Section 1.10, above. All written correspondence with the City must be directed to the Purchasing Manager,who is the only Person authorized to receive such documents. Section 36.13 of the City Code provides "[a]ny person participating in a competitive solicitation issued by the City shall comply with Section 2-355 of the Palm Beach County Code of Ordinances." The County Code provides as follows: "a. `Cone of silence' means a prohibition on any communication, except for written correspondence, regarding a particular request for proposal, request for qualification, bid,or any other competitive solicitation between: (1) Any person or person's representative seeking an award from such competitive solicitation; and (2) Any county commissioner or commissioner's staff, any member of a local governing body or the member's staff, a mayor or chief executive officer that is not a member of a local governing body or the mayor or chief executive officer's staff, or any employee authorized to act on behalf of the commission or local governing body to award a particular contract. b. For the purposes of this section, a person's representative shall include but not be limited to the person's employee, partner, officer, director, consultant, lobbyist, or any actual or potential subcontractor or consultant of the person. c. The cone of silence shall be in effect as of the deadline to submit the proposal,bid,or other response to a competitive solicitation. The cone of silence applies to any person or person's representative who responds to a particular request for proposal, request for qualification, bid, or any other competitive solicitation, and shall remain in effect until such response is either rejected by the county or municipality as applicable or withdrawn by the person or person's representative. Each request for proposal, request for qualification,bid or any other competitive solicitation shall provide notice of cone of silence requirements and refer to this article. d. The provisions of this article shall not apply to oral communications at any public proceeding, including pre-bid conferences, oral presentations before selection committees, contract negotiations during any public meeting, presentations made to the board or local municipal governing body as applicable, and protest hearings. Further, the cone of silence shall not apply to contract negotiations between any employee and the intended awardee, any dispute resolution process following the filing of a protest between the person filing the protest and any employee, or any written correspondence at any time with any employee, county commissioner, member of a local municipal governing body,mayor or chief executive officer that is not a member of the local municipal governing body, or advisory board member or selection committee member, unless specifically prohibited by the applicable competitive solicitation process. 16 e. The cone of silence shall not apply to any purchases made in an amount less than the competitive bid threshold set forth in the county purchasing ordinance (County Code, chapter 2, article III, division 2, part A, section 2-51 et seq.) or municipal ordinance as applicable. f. The cone of silence shall terminate at the time the board, local municipal governing body, or a county or municipal department authorized to act on behalf of the board or local municipal governing body as applicable, awards or approves a contract, rejects all bids or responses,or otherwise takes action which ends the solicitation process. g. Any contract entered into in violation of the cone of silence provisions in this section shall render the transaction voidable." 1.35 OFFICE OF THE INSPECTOR GENERAL Palm Beach County has established the Office of the Inspector General, which is authorized and empowered to review past, present and proposed city contracts, transactions, accounts and records. The City has entered into an Inter-local Agreement for Inspector General Services. This agreement provides for the Inspector General to provide services to the City in accordance with the City functions and powers set out in the Palm Beach County Office of Inspector General Ordinance. All parties doing business with the City and receiving City funds shall fully cooperate with the Inspector General, including providing access to records relating to the Agreement. The Inspector General has the power to subpoena witnesses, administer oaths, require the production of records, and audit,investigate,monitor, and inspect the activities of the Contractor,its officers, agents, employees, and lobbyists in order to ensure compliance with contract specifications and detect corruption and fraud. Failure to cooperate with the Inspector General, or interference with or impeding any investigation shall be a violation of Ordinance 2009-049, and punished pursuant to Section 125.69,Florida Statutes,in the same manner as a second degree misdemeanor. 1.36 PROHIBITION ON PERSONS WITH OUTSTANDING OBLIGATIONS TO MUNICIPALITIES(CLEAN HANDS POLICY) No proposal shall be accepted from, nor will any contract be awarded to, any Person that is in arrears to the City for any debt or contract, or who is a defaulter, as surety or otherwise, of any obligation to the City, or who is deemed irresponsible or unreliable by the City. The City will be the sole judge of said determination. 1.37 PROHIBITION ON SCRUTINIZED COMPANIES As provided in Section 287.135,Florida Statutes,by entering into any agreement with the City,or performing any work in furtherance hereof, the Successful Proposer/Contractor certifies that Contractor and Contractor's affiliates, suppliers, subcontractors and consultants that will perform hereunder, have not been placed on the Scrutinized Companies With Activities in Sudan List or Scrutinized Companies With Activities in the Iran Petroleum Energy Sector List created pursuant to Section 215.473, Florida Statutes. If the City determines, using credible information available to the public,that a false certification has been submitted by the Successful Proposer/Contractor, the City's Agreement may be terminated and a civil penalty equal to the greater of$2 million or twice the amount of the Agreement shall be imposed, pursuant to Section 287.135, Florida Statutes. 17 1.38 EXAMINATION OF THE SITE OF THE WORK By submitting a proposal to do the work required under this RFP and the Agreement, the Proposer certifies that: (a) it has completed a careful inspection of the areas where it will work under the Agreement and (b) the Proposer is fully informed concerning: (1) the requirements of this RFP; (2) the conditions to be encountered when performing the City's work; (3) the quality and quantity of service to be performed; (4) the materials and equipment to be furnished; and (5) all relevant facts concerning the City's RFP and the services to be provided. The Proposer will not be entitled to additional compensation if the Proposer subsequently discovers that the conditions require personnel,methods, or equipment other than those anticipated by the Proposer when submitting its proposal. The Proposer's negligence or inattention when determining the conditions prior to submitting its proposal, or in any phase of the performance of the work, shall not be grounds for requiring the City to pay any compensation for additional work caused by such negligence or inattention. Submission of a proposal will serve as prima facie evidence that the Proposer has examined the Agreement and the Service Area and is fully aware of all conditions affecting the provision of Solid Waste Collection Services for the City. 1.39 COST OF PROPOSAL PREPARATION The Proposer assumes all risks and expenses associated with the preparation and submittal of a proposal in response to this RFP. The City shall not be liable for any expenses incurred by the Proposer when responding to this RFP, including but not limited to the cost of making presentations to the City. 1.40 SUBCONTRACTORS AND TEMPORARY LABOR To the greatest extent practicable, the Contractor shall provide all of its Collection Services within the City by using permanent employees of the Contractor. The Contractor shall minimize and, if possible, eliminate the use of subcontractors and temporary labor for the provision of Collection Services. No subcontractors or temporary labor shall be used to provide Collection Services without the prior approval of the Contract Administrator. If a Proposer has entered into a contract with a Subcontractor or intends to enter into a contract with a subcontractor to provide part or all of the services requested in this RFP,the Proposer must identify the subcontractor in its proposal, and identify the services that will be provided by the subcontractor. See Form 3. The Contractor shall be responsible for ensuring the subcontractor's compliance with the requirements in the Agreement. 1.41 NO ASSIGNMENT OR TRANSFER OF PROPOSALS Proposals shall not be assigned or transferred without the express written consent of the City. This prohibition includes and applies to assignments and transfers resulting from a sale or merger of a Proposer, or any other similar transaction that causes a material change in the ownership, management, or control of a Proposer. The Proposer shall immediately notify the City if the Proposer or a third-parry releases any public information(e.g.,a press release; a filing with a state or federal agency) concerning a proposed sale or merger of the Proposer, or any similar transaction that may materially change the ownership, management, or control of the Proposer. Failure to comply with the requirements in this Section 1.41 may result in the Proposer being disqualified from the City's RFP process. In all cases,the City shall have the exclusive authority to determine whether the City should reject the Proposer's proposal in light of the proposed sale, merger, acquisition, or other transaction. If the City discovers that a Proposer will be purchased by or merged with another business entity prior to the execution of the Agreement,the City shall have the sole right to determine whether the City will execute the Agreement with the new entity. 18 ECTION 2: MINIMUM QUALIFICATIONS FOR PROPOSERS 2.1 OVERVIEW Each Proposer must prove to the satisfaction of the City that the Proposer meets the minimum requirements described herein. The Proposer must submit all of the documentation and information required in this RFP. Each Proposer must use the forms in Section 4 of this RFP to identify the Proposer's experience and references. In this RFP, all references to experience and qualifications relate to the operating experience and qualifications of the Proposer. If a Proposer wishes to rely on the experience and qualifications of the Proposer's parent company, subsidiaries, or affiliates,the Proposer may do so,but then the Proposer must provide all relevant information concerning the parent company, subsidiaries, and affiliates when responding to the questions and requirements in Section 3.4, Chapter 12 (Litigation History) and Chapter 13 (Criminal Convictions and Environmental Violations) of this RFP. 2.2 EXPERIENCE Each Proposer must provide information and documentation demonstrating that it satisfies all of the minimum qualifications listed below. A. The Proposer must have at least one year of Current experience collecting Residential Waste (i.e., Garbage, Recyclable Material, Bulky Waste, and Yard Waste) and Commercial Waste (i.e., Garbage and Recyclable Material) under Qualifying Residential Contracts and Qualifying Commercial Contracts that meet the minimum requirements listed below. B. Each of the Qualifying Residential Contracts must be an exclusive contract—i.e., a city, county, or other governmental entity(e.g.,the Authority) entered into a contract with the Proposer and thereby gave the Proposer the exclusive right to collect the Residential Waste generated in a designated geographic area that comprises part or all of the city or county. C. Under each of the Qualifying Residential Contracts and the Qualifying Commercial Contracts,the Proposer must: (1)have started providing Collection Service on or before October 1,2013;and (2) still be providing Collection Service on the deadline for submitting proposals in response to this RFP. D. The Proposer Currently must be providing Collection Service under one (1) or more Qualifying Residential Contracts. E. Under each Qualifying Residential Contract: (1) the Proposer must collect Garbage, Recyclable Material, Bulky Waste, and Yard Trash at Curbside; (2)the Collection of Garbage at Curbside must be performed with Garbage Carts Delete item 2.2,E(2) and automated or semi-automated equipment; 19 (3) the Proposer must provide Residential Collection Service at Curbside to at least twenty thousand(20,000)Dwelling Units; and (4) the Proposer must provide Collection Service to at least sixteen thousand (16,000)Multi-Family Dwelling Units with Mechanical Containers. F. The Proposer Currently must be providing Commercial Collection Service under one (1) or more Qualifying Commercial Contracts. G. Qualifying Commercial Contracts must be exclusive contracts -- i.e., a city or county gave the Proposer the exclusive right to collect Garbage in a designated geographic area that comprises part or all of the city or county. H. Under each Qualifying Commercial Contract,the Proposer must: (1) collect at least three hundred thousand (300,000) cubic yards of Commercial Waste (i.e.,Garbage and Rubbish) each year;and (2)collect Recyclable Material. Qualifying Residential Contracts and Qualifying Commercial Contracts must satisfy all of the requirements set forth above. Contracts that fail to meet all of these requirements are, by definition,not Qualifying Contracts. In addition to meeting these minimum requirements, each Proposer is encouraged to provide information in their proposal concerning their experience working on Comparable projects. The instructions for providing such information are set forth in Section 3.4 (see Chapter 4) of this RFP. 2.3 FINANCIAL STABILITY AND RESOURCES Each Proposer must demonstrate that the Proposer is financially stable and has the financial resources to provide Collection Service in the City in compliance with the requirements in the Agreement. The specific information to be provided with each proposal is described in Section 3.4(see Chapters 7 and 8),below. 2.4 BONDING COMPANY COMMITMENT Each Proposer must provide an irrevocable letter of commitment from a State of Florida licensed bonding company to provide a Performance Bond that will satisfy the requirements in Section 53 of the Agreement. The specific requirements for the bonding company commitment are set forth in Section 3.4(see Chapter 10),below. 2.5 INSURANCE Each Proposer must demonstrate that it can satisfy the insurance requirements in Section 52 of the Agreement. The specific information to be provided by each Proposer is described in Section 3.4(see Chapter 11),below. 20 SECTION 3: INSTRUCTIONS FOR PREPARING A PROPOSAL 3.1 PREPARATION OF PROPOSALS Each Proposer shall submit ten(10) sets of their proposal (i.e., one (1)unbound original proposal and nine (9) copies). The original shall be marked "original" and each copy shall be labelled "copy." In addition, each Proposer shall submit one electronic version of the proposal in a PDF format on a compact disc (CD) or thumb/flash drive. Additional copies of the proposal shall be provided to the City,if requested. A Proposer must fill in all of the blank spaces in the City's forms,in ink or typewritten print,with amounts extended and totaled,as appropriate. All required signatures must be manual and in blue ink. All corrections made by the Proposer to any part of the proposal must be initialed in blue ink. 3.2 AUTHORIZATION TO BIND PROPOSER Each proposal must be manually signed in blue ink by a Person who is legally authorized to bind the Proposer to the proposal. Each proposal shall remain valid for at least one hundred twenty (120)days after it is submitted to the City. Proposals by corporations must be executed in the corporate name by the President or Vice- President (or other corporate officer if accompanied by evidence of authority to sign) and the corporate seal shall be affixed and attested to by the company's Secretary or an Assistant Secretary. The corporate address and state of incorporation shall be shown below the signature. Proposals by partnerships must be executed in the partnership name and signed by a partner. His or her title must appear under his or her signature and the official address of the partnership must be shown below the signature. 3.3 PROPOSAL FORMAT Each proposal shall be typewritten,with a font size of at least eleven(11),on 8%2"x 11"white paper. The pages of the copies shall be secured by staple, cerlox binding, three-ring binder, or similar closure. Proposals shall be organized in chapters, as indicated in Table 3.3. Chapters shall be separated by tabs indicating the chapter numbers. All pages are to be consecutively numbered. If a form is provided and there is insufficient space for a response on the form, the response may be continued on a blank page immediately following the form. The additional pages shall be numbered the same as the form, with the addition of the letter "a","b", "c", etc. If a form is provided and additional copies of the form are needed,the form may be copied by the Proposer. The copied pages shall be numbered the same as the form, with the addition of the letter"a","b","c",etc. Responses to this RFP must be complete and unequivocal. hi instances where a response is not required or a question is not applicable to the proposal,a response such as"no response required"or "not applicable"shall be provided. 21 Table 3.3 - Proposal Format Chapter 1 Letter of Intent Chapter 2 Proposer's Statement of Organization Chapter 3 Staffing and Subcontractors Chapter 4 Experience Chapter 5 Implementation Plan Chapter 6 Available Resources Chapter 7 Financial Stability Chapter 8 Financial Statement Chapter 9 Proposal Security Chapter 10 Bonding Company Commitment Chapter 11 Insurance Requirement Chapter 12 Litigation History Chapter 13 Criminal Convictions/Environmental Violations Chapter 14 Proposer's Non-Collusion Certification Chapter 15 Conflict of Interest Chapter 16 Drug-free Workplace Certification Chapter 17 Acknowledgement of Addenda Chapter 18 Certification to Accuracy of Proposal Chapter 19 Certification of Cost Forms Chapter 20 Proposed Rates for Residential Collection Chapter 21 Proposed Rates for Commercial Collection Chapter 22 Proposed Rates for City Services Chapter 23 Optional Benefits 22 3.4 PROPOSAL DESCRIPTION Each Proposer shall provide all of the information requested for each chapter set forth below. Chapter 1 -Letter of Intent Each Proposer shall submit a letter of intent, which shall be signed by an officer of the company or other Person authorized to bind the Proposer to the terms presented in its proposal. The letter of intent shall state that the Proposer will provide the services requested in the RFP, in compliance with the terms in the Agreement,for the Rates(prices) submitted with the proposal. Chapter 2 -Proposer's Statement of Organization Each Proposer shall provide information concerning the Proposer's basic organizational structure by completing Form 1, which is provided in Section 4 of this RFP. Proposers may supply any additional information that will assist the City in understanding the Proposer's organization. Each Proposer must submit appropriate documentation demonstrating that: (a) the Proposer is authorized or approved to conduct business in the State of Florida; and (b) if the Proposer is a corporation,the corporation is in good standing. Chapter 3 - Staffing and Subcontractors Each Proposer must provide an organizational chart concerning the Collection Services that the Proposer will provide for the City. Each Proposer must provide all of the information requested in Form 2, which is provided in Section 4 of this RFP. Each Proposer must confirm that it will provide a District Manager, a Maintenance Director, and a Supervisor that will be accessible to the City at all times in accordance with the Agreement. Each Proposer must identify each subcontractor (if any) that the Proposer intends to use under this RFP. See Form 3 (Subcontractors). Please note that the City discourages the use of subcontractors, as indicated in Section 1.40,above. Chapter 4 -Experience Each Proposer shall describe its experience,using Form 4, which is provided in Section 4 of this RFP. More specifically, each Proposer must demonstrate that it satisfies the minimum requirements in Section 2.2, above. In addition, each Proposer is encouraged to list their most recently awarded Comparable jobs;however,a Proposer is not required to list more than a total of ten (10) Comparable projects. The City is most interested in Current projects in Florida that involve the automated or semi-automated collection of Garbage at Curbside from Residential Customers. For each Qualifying Residential Contract and each Qualifying Commercial Contract identified on Form 4,please attach copies of the following pages: (a) the title page; (b)the pages that identify the beginning and ending dates of the contract; and (c) the pages that contain the signatures of the parties executing the contract. Chapter 5 -Implementation Plan Each proposal must include an implementation plan for the Proposer's services. The plan must include: (a) the proposed routes and schedules, marked on maps indicating the days when each route will be followed; (b) the type of Collection equipment that will be used; (c) the job classification and number of people to be employed; and (d) the general conditions of employment, such as the hours of work and the number of days to be worked each week. 23 As part of the implementation plan, each Proposer shall describe how the Proposer will take over and provide Collection Services for the City, as described in the Agreement. More specifically, each Proposer should describe the key milestones and the general timing of the milestones that the Proposer believes are important to a smooth transition. Each Proposer also should summarize its experience in providing Solid Waste Collection Services when a city or county transitioned from a third-parry service provider to the Proposer. The Proposer should describe the prior experience and identify any key lessons that were learned from its experience. Chapter 6 -Available Resources Each Proposer shall provide information demonstrating the Proposer has dedicated or will dedicate sufficient personnel, equipment, and facilities to perform the work required under the City's Agreement. Each Proposer shall explain how the personnel and equipment will be used to provide the services requested by the City. Among other things, each Proposer should identify the approximate number and types of vehicles and equipment that will be used, the approximate number and types of personnel, the anticipated location of the Proposer's vehicle maintenance yard, the type of fuel(s) that will be used in the Proposer's collection vehicles, and any other relevant information that will help the City evaluate the Proposer's plan for providing service to the City in compliance with the Agreement. Each Proposer must provide a summary description of the Collection Vehicles that will be provided by completing Forms 5, 6, 7, 8, 9, and 10,which are in Section 4 of this RFP. All of the Collection Vehicles used by the Proposer must comply with the requirements in the Agreement. Among other things, the fleet of vehicles used to perform services for the City shall have an average age of seven(7.0)years or less. No vehicles shall be more than ten(10)years old. Each Proposer shall provide calculations in its proposal to demonstrate that the Proposer's fleet of vehicles complies with these criteria. When calculating the average age of the fleet,the Proposer shall include the age of spare and reserve vehicles. Each Proposer should ensure that its proposal contains a list of equipment (including spare or reserve equipment) the Proposer has dedicated or will dedicate for the City. The list must identify the collection vehicles and equipment by type, year of manufacture, and cubic yard size to be used for each type of Collection Service,as follows: Residential Collection Service at Curbside • Automated and semi-automated collection equipment for Garbage • Collection equipment for Recyclable Material • Rear-load collection equipment for Yard Waste • Self-load collection equipment for Bulky Waste(e.g.,Clam Shell/Grappler) Residential Collection Service with Mechanical Containers • Collection equipment for Garbage (e.g.,Mechanical Containers and Compactors) • Collection equipment for Recyclable Material (including 96-Gallon Recycling Containers) • Collection equipment for Bulky Waste(e.g.,Clam Shell/Grappler) Commercial Collection Service • Collection equipment for Garbage (e.g.,Mechanical Containers and Compactors) • Collection equipment for Recyclable Materials 24 Chapter 7 -Financial Stability Each Proposer shall demonstrate its financial stability. Specifically, each Proposer must identify any pending or threatened bankruptcy proceedings involving the Proposer, its parent, a subsidiary, or an affiliate. The Proposer also must identify any bankruptcy proceedings that involved the Proposer, its parent, subsidiary, or affiliate, and were pending on or after August 1, 2009. Chapter 8 -Financial Statement Each Proposer shall provide the City with a copy of their audited financial statements for the last three (3) years. If the Proposer does not have audited financial statements, the Proposer may substitute non-audited financial statements and completed federal tax returns for the last three (3) years. Publicly traded corporations may provide pertinent copies of, or an electronic link to, the corporation's annual financial reports, annual audits, and similar filings with the U.S. Securities and Exchange Commission. In all cases, the Proposer must provide a balance sheet, an income statement, and a statement of cash flow, or other documents demonstrating that the Proposer has the financial resources necessary to provide the Solid Waste Collection Services contemplated by the City. Each Proposer also must provide: (a) information concerning their available lines of credit, including current balances; and(b) one or more letters of reference from lenders, financial institutions,or vendors that can attest to the creditworthiness of the Proposer and their willingness to do business with the Proposer. Chapter 9 -Proposal Security Each Proposer shall provide a cashier's check, proposal bond, or other form of security, in compliance with the requirements described in Forms 14 and 15, as applicable. The proposal security shall be in the amount of Fifty Thousand Dollars($50,000). Chapter 10 -Bonding Company Commitment Each Proposer must provide an irrevocable letter of commitment from a State of Florida licensed bonding company to provide a Performance Bond that will satisfy the requirements in Section 53 of the Agreement. The irrevocable letter of commitment must specifically accept the terms of the draft Performance Bond that is attached to the Agreement as Exhibit 5. The letter of commitment must demonstrate that the vendor has the ability to obtain a Performance Bond in the amount of Two Million Dollars ($2,000,000). The letter of commitment must be issued by a bonding company that: (a) is approved to transact business in the State of Florida; (b)has a resident agent in the State of Florida; (c) is rated "A" or better as to management and "FSC V or better as to strength by Best's Insurance Guide; (d) is listed in the U.S. Treasury Department's list of acceptable sureties for federal bonds; and (e) has been in business and has a record of successful and continuous operation for at least five (5)years. For the purposes of this RFP, a Proposer only needs to submit an irrevocable letter of commitment with its proposal. The Performance Bond is not required with the proposal; however, the Performance Bond must be delivered to the City by the Successful Proposer within fifteen (15) calendar days after the award of the City's work. 25 Chapter 11 -Insurance Requirement Each Proposer shall provide an "Information Only Accord Certificate" demonstrating the Proposer's ability to obtain the required types and level of insurance,as specified in Section 52 of the Agreement. The accord certificate shall be issued by a company approved to do business under the laws of the State of Florida,with minimum ratings from A.M.Best Company of"A" or better as to management and FSC"X"or better. Chapter 12 -Litigation History Each Proposer shall identify each case within the last five years (i.e., on or after August 1, 2009) where: (a) a civil, criminal, administrative, bankruptcy or other similar proceeding was filed against the Proposer, if such proceeding arises from or is related to a dispute concerning the Proposer's rights, remedies or duties under a contract with a city or county government for the Collection of Solid Waste; (b) a city, county, or other governmental entity terminated a contract with the Proposer concerning the collection of Solid Waste; or(c) administrative fines,liquidated damages or other penalties were assessed or were deducted from the Proposer's payments under a contract with a city, county, or governmental entity for the Collection of Solid Waste and such fines exceeded ten thousand dollars ($10,000) in one month. Each Proposer also shall identify each instance in which the Contractor paid more than ten thousand dollars ($10,000) to settle a dispute with a governmental entity concerning the Proposer's performance under a contract for the Collection of Solid Waste or Recyclable Material and such payment occurred on or after August 1, 2009. The Contractor shall identify each such settlement agreement, unless the settlement agreement explicitly prohibits the disclosure of the agreement's existence. For each case identified, the Proposer must describe the basic facts concerning the case, including the names of the parties,and the current status of the case. Chapter 13 - Criminal Convictions and Environmental Violations Each Proposer must provide a summary of each criminal conviction of the Proposer, its owners, and its officers concerning the Collection or management of Solid Waste since August 1, 2004. Each Proposer also must provide a summary of each case initiated against the Proposer by an environmental agency since August 1, 2009 concerning the Proposer's Solid Waste Collection practices. The City may disqualify a Proposer on the basis of. (a) past criminal convictions if those convictions relate to dishonesty, antitrust violations, or unfair competition; or (b) past environmental violations if those violations demonstrate a recurring or significant disregard for environmental laws. Each Proposer must complete and submit Form 11, which is included in Section 4 of this RFQ. Form 11 concerns Public Entity Crimes. Chapter 14 -Proposer's Non-Collusion Certification Each Proposer must complete and execute the Non-Collusion Affidavit (Form 12), which is included in Section 4 of these RFP documents. Chapter 15 - Conflict of Interest Each Proposer must provide information demonstrating the Proposer does not violate any of the conflict of interest provisions in Section 1.17,above. 26 In addition, each Proposers shall list and describe any professional or financial relationships that it has with the City, its elected or appointed officials, its employees or agents, or any of its agencies or component units, during the past five (5) years, together with a statement explaining why such relationships do not constitute a conflict of interest relative to the services sought in this RFP. The list of professional relationships should include any contracts between the Proposer and the City. Please note that such relationships, standing alone, do not qualify or disqualify a Proposer. The Proposer shall have an on-going obligation to give the City prompt written notice of any other professional or financial relationships that it enters into with the City, its elected or appointed officials, its employees or agents, or any of its agencies or component units before the Agreement is executed. Chapter 16 -Drug-Free Workplace Certification Each Proposer shall certify that it has implemented a drug-free workplace program. A signed certification of compliance (Form 16 in Section 4 of this RFP) must be submitted with the proposal. Chapter 17 -Addenda Each Proposer shall complete and sign the Acknowledgement of Addenda form (Form 13 in Section 4 of the RFP) and shall include the form in the proposal. In the event any Proposer fails to acknowledge receipt of such addenda,their proposal shall nevertheless be construed as though the addenda had been received and acknowledged, and the submission of the proposal shall constitute the Proposer's acknowledgment of receipt of all addenda, whether or not actually received by the Proposer. Chapter 18 - Certification to Accuracy of Proposal Each Proposer shall certify and attest, by executing Form 17 (Section 4 of this RFP), that all forms, affidavits and documents the Proposer has enclosed in the proposal are true and accurate. If the Proposer fails to attest to the truth and accuracy of such forms, affidavits and documents, the proposal shall be deemed non-responsive and it will not be considered. Chapter 19 - Certification of Cost The Certification of Cost form(Form 18 in Section 4 of this RFP)must be signed by an officer or other individual that is authorized to bind the Proposer to the provisions in the proposal. The Certification of Cost form must be executed in compliance with the requirements in Section 3.2, above. Chapter 20 -Proposed Rates for Residential Collection Service Each Proposer must complete Form 19 and thereby provide its Rates (prices) for Residential Collection Service. The Rates should identify the cost per Dwelling Unit per month for service that complies with the requirements in the Agreement. The Rates must identify the cost of providing each type of Residential Collection Service. The Rates shall be based on using the Solid Waste Authority's Solid Waste Management Facilities and the other Designated Facilities that are identified in the Agreement. The Rates for certain Special Collection Services are set by the City and contained in Exhibit 3D in the Agreement. 27 Chapter 21 -Proposed Rates for Commercial Collection Service Each Proposer must complete Form 20 and thereby provide its Rates(prices)for the Collection of Commercial Waste. As indicated in Form 20, the Proposer must identify the different components of the Rates — i.e., the Collection cost and the disposal cost. Each Proposer shall include any and all rental costs for Mechanical Containers in the Collection component of the proposed Rates in Form 20. Please note that Disposal costs are set by the Authority. Chapter 22 -Proposed Rates for City Collection Service Each Proposer must complete Form 21 and thereby provide its Rates for the Collection of Solid Waste and Recyclable Material for the City, in compliance with the requirements in the Agreement. Section 36 of the Agreement describes the specific services that will be provided to the City. Chapter 23 - Optional Benefits A Proposer may offer Optional Benefits to the City pursuant to Section 1.3, above. If a Proposer wishes to offer Optional Benefits, the Proposer shall describe the Optional Benefits in detail in Chapter 23 of its proposal. The Proposer also shall identify all of the additional costs that must be paid by the City if the City accepts the Proposer's offer to provide Optional Benefits. 28 SECTION 4: FORMS FOR PROPOSALS Each Proposer must complete and submit the twenty-one (21)forms included in this Section 4 of the RFP. A Proposer may be disqualified if its forms are not completed fully and in compliance with the instructions contained herein. Form 1. Proposer's Statement of Organization Form 2. Staffing Form 3. Subcontractors Form 4. Experience Form 5. Vehicles for Automated/Semi-Automated Collection of Residential Garbage Form 6. Vehicles for Collection of Residential Bulky Waste Form 7. Vehicles for Collection of Residential Yard Waste Form 8. Vehicles for Collection of Residential Recyclable Material Form 9. Vehicles for Collection of Garbage from Commercial Customers Form 10. Vehicles for Collection of Commercial Recyclable Material Form 11. Public Entity Crimes Form 12. Non-Collusion Affidavit Form 13. Acknowledgement of Addenda Form 14. Proposal Security Form 15. Proposal Bond Form 16. Drug-Free Workplace Form 17. Certification to Accuracy of Proposal Form 18. Certification of Cost Forms Form 19. Proposed Rates for Residential Collection Service Form 20. Proposed Rates for Commercial Collection Service Form 21. Proposed Rates for City Collection Service 29 FORM 1 PROPOSER'S STATEMENT OF ORGANIZATION 1. Full Name of Proposer's Business: 2. Proposer's Principal Business Address: 3. Name, address,phone number, and e-mail address of Proposer's contact person: 4. Form of Proposer's Business Concern (i.e., Corporation, Partnership, Joint Venture, Other): 5. Provide names of partners (if any) and officers. Name Address Title 6. If Proposer is a corporation, identify the state where the Proposer was incorporated and the date of incorporation: 7. If the Proposer is a Joint Venture or Partnership, identify the date of the joint venture/ partnership agreement: 8. Provide the Proposer's Federal Employer Identification Number: 30 FORM 2 STAFFING Attach an organizational chart for professional or management level staff positions that will be used by the Proposer in order to provide Collection Services for the City. Also attach a narrative description of the duties and responsibilities of each staff position and the qualifications required for each position. At a minimum, Proposers must provide a District Manager, a Maintenance Director, and a Supervisor who will be accessible to the City at all times. With regard to the individuals identified by the Proposer, please indicate whether any such individual will be used to service any contract or franchise agreement for other cities or communities. For each member of the professional or management staff that will be responsible for providing services to the City of Delray Beach, please provide a resume indicating the individual's areas of expertise and experience. Resumes must include the following information; however, additional information also may be provided by the Proposer. A. Name & Title B. Assignment on City's Project C. Name of Employer D. Years' Experience with: This Company Other Similar Companies E. Education: Degree(s) Year/Specialization F. Summary of Professional Training and Experience G. Other Relevant Experience and Qualifications 31 FORM 3 SUBCONTRACTORS If the Proposer will have any subcontractors,the Proposer shall provide: (a)the name and address of each subcontractor; (b)the name and telephone number of the subcontractor's contact person; (c) a description of the work that will be performed by each subcontractor; and (d) the percent of the work that will be performed by the subcontractor. 32 FORM 4 EXPERIENCE The Proposer shall use this form to identify at least one Qualifying Residential Contract and at least one Qualifying Commercial Contract. The Proposer is encouraged to identify other Comparable jobs, but the Proposer should not provide more than ten (10) Comparable jobs. The contracts must address and satisfy the requirements in Section 2.2 ("Experience") and Section 3.4 (see Chapter 4) of this RFP. Name of Proposer: Name of City or County: City/County Address: Street City State Zip Code City/County Employee Responsible for Contract Compliance: Above Employee's Phone: ( ) Fax: Email: Term of Current Contract - Start Date: End Date: CURRENT LEVEL OF RESIDENTIAL COLLECTION SERVICE PROVIDED Frequency of Services Provided Number of Collection Within Contract Type of Collection Service Dwelling lx 2x (check all that apply) Units Serviced per per Other week week ❑ Curbside Garbage with Cans ❑ Curbside Garbage with Carts ❑ Curbside Recycling ❑ Curbside Bulky Waste ❑ Curbside Yard Waste ❑ Containerized Garbage ❑ Containerized Recycling CURRENT LEVEL OF COMMERCIAL COLLECTION SERVICE PROVIDED Number of Commercial Customers for Garbage Collection Total amount(cubic yards) of Garbage collected annually from Commercial Customers Roll-off Compactor or Open Top Container service provided ❑ YES ❑ NO Annual cubic yards Commercial Collection of Recyclable Materials provided ❑ YES ❑ NO Annual cubic yards Additional Comments: 33 FORM 5 VEHICLES FOR AUTOMATED/SEMI-AUTOMATED COLLECTION OF RESIDENTIAL GARBAGE COMPLETE ONE FORM FOR EACH MANUFACTURER,MODEL, AND TYPE OF COLLECTION VEHICLE. 1. Manufacturer and Model: 2. Number of Collection Vehicles by Age: New< 6 months 6 months < 1 Year 1 Year<2 Years 2 Years < 3 Years 3 Years <4 Years 4 Years < 5 Years 5 Years < 6 Years 6 Years < 7 Years 7 Years < 8 Years 8 Years < 9 Years 9 Years < 10 Years 3. Body: A.Rated Capacity(ies): cubic yards B.Practical or Net Capacity(ies): cubic yards C.Weight GVW: lbs Tare: lbs 4. Will the vehicles be owned, leased, or other? 5. Fuel type: 34 FORM 6 VEHICLES FOR COLLECTION OF RESIDENTIAL BULKY WASTE COMPLETE ONE FORM FOR EACH MANUFACTURER,MODEL, AND TYPE OF COLLECTION VEHICLE. 1. Manufacturer and Model: 2. Number of Collection Vehicles by Age: New< 6 months 6 months < 1 Year 1 Year<2 Years 2 Years < 3 Years 3 Years <4 Years 4 Years < 5 Years 5 Years < 6 Years 6 Years < 7 Years 7 Years < 8 Years 8 Years < 9 Years 9 Years < 10 Years 3. Body: A.Rated Capacity(ies): cubic yards B. Practical or Net Capacity(ies): cubic yards C. Weight GVW: lbs Tare: lbs 4. Will the vehicles be owned, leased, or other? 5. Fuel type: 35 FORM 7 VEHICLES FOR COLLECTION OF RESIDENTIAL YARD WASTE COMPLETE ONE FORM FOR EACH MANUFACTURER,MODEL, AND TYPE OF COLLECTION VEHICLE. PLEASE IDENTIFY VEHICLES THAT WILL BE USED FOR BOTH RESIDENTIAL YARD WASTE AND RESIDENTIAL BULKY WASTE. 1. Manufacturer and Model: 2. Number of Collection Vehicles by Age: New< 6 months 6 months < 1 Year 1 Year< 2 Years 2 Years < 3 Years 3 Years <4 Years 4 Years < 5 Years 5 Years < 6 Years 6 Years < 7 Years 7 Years < 8 Years 8 Years < 9 Years 9 Years < 10 Years 3. Body: A.Rated Capacity(ies): cubic yards B. Practical or Net Capacity(ies): cubic yards C. Weight GVW: lbs Tare: lbs 4. Will the vehicles be owned, leased, or other? 5. Fuel type: 36 FORM 8 VEHICLES FOR COLLECTION OF RESIDENTIAL RECYCLABLE MATERIAL COMPLETE ONE FORM FOR EACH MANUFACTURER,MODEL, AND TYPE OF COLLECTION VEHICLE. 1. Manufacturer and Model: 2. Number of Collection Vehicles by Age: New< 6 months 6 months < 1 Year 1 Year< 2 Years 2 Years < 3 Years 3 Years <4 Years 4 Years < 5 Years 5 Years < 6 Years 6 Years < 7 Years 7 Years < 8 Years 8 Years < 9 Years 9 Years < 10 Years 3. Body: A.Rated Capacity(ies): cubic yards B. Practical or Net Capacity(ies): cubic yards C. Weight GVW: lbs Tare: lbs 4. Will the vehicles be owned, leased, or other? 5. Fuel type: 37 FORM 9 VEHICLES FOR COLLECTION OF GARBAGE FROM COMMERCIAL CUSTOMERS COMPLETE ONE FORM FOR EACH MANUFACTURER,MODEL, AND TYPE OF COLLECTION VEHICLE. 1. Manufacturer and Model: 2. Number of Collection Vehicles by Age: New< 6 months 6 months < 1 Year 1 Year< 2 Years 2 Years < 3 Years 3 Years <4 Years 4 Years < 5 Years 5 Years < 6 Years 6 Years < 7 Years 7 Years < 8 Years 8 Years < 9 Years 9 Years < 10 Years 3. Body: A.Rated Capacity(ies): cubic yards B. Practical or Net Capacity(ies): cubic yards C. Weight GVW: lbs Tare: lbs 4. Will the vehicles be owned, leased, or other? 5. Fuel type: 38 FORM 10 VEHICLES FOR COLLECTION OF COMMERCIAL RECYCLABLE MATERIAL COMPLETE ONE FORM FOR EACH MANUFACTURER,MODEL, AND TYPE OF COLLECTION VEHICLE. 1. Manufacturer and Model: 2. Number of Collection Vehicles by Age: New< 6 months 6 months < 1 Year 1 Year< 2 Years 2 Years < 3 Years 3 Years <4 Years 4 Years < 5 Years 5 Years < 6 Years 6 Years < 7 Years 7 Years < 8 Years 8 Years < 9 Years 9 Years < 10 Years 3. Body: A.Rated Capacity(ies): cubic yards B. Practical or Net Capacity(ies): cubic yards C. Weight GVW: lbs Tare: lbs 4. Will the vehicles be owned, leased, or other? 5. Fuel type: 39 FORM 11 PUBLIC ENTITY CRIMES THIS FORM MUST BE SIGNED AND SWORN TO IN THE PRESENCE OF A NOTARY PUBLIC OR OTHER OFFICIAL AUTHORIZED TO ADMINISTER OATHS. a. This sworn statement is submitted to (print name of public entity) By (print individual's name and title) For (print name of entity submitting sworn statement) Whose business address is And(if applicable)its Federal Employer Identification Number(FEIN)is If the entity has no FEIN,include the Social Security Number of the individual signing this sworn statement b. I understand that a"public entity crime"as defined in Paragraph 287.133(1)(g),Florida Statutes,means a violation of any state or federal law by a person with respect to and directly related to the transaction of business with any public entity or with an agency or political subdivision of any other state or of the United States, including, but not limited to any bid or contract for goods or services to be provided to any public entity or an agency or political subdivision of any other state or of the United States and involving antitrust, fraud, theft, bribery, collusion, racketeering, conspiracy, or material misrepresentation. C. I understand that"convicted" or"conviction" as defined in Paragraph 287.133(1) (b), Florida Statutes, means a finding of guilt or a conviction of a public entity crime,with or without an adjudication of guilt, in any federal or state trial court of record relating to charges brought by indictment or information after July 1, 1989,as a result of a jury verdict,non-jury trial,or entry of a plea of guilty or nolo contendere. d. I understand that an"affiliate"as defined in Paragraph 287.133(1)(a),Florida Statutes,means: 1. A predecessor or successor of a person convicted of a public entity crime; or 2. An entity under the control of any natural person who is active in the management of the entity and who has been convicted of a public entity crime. The term "affiliate" includes those officers, directors, executives, partners, shareholders, employees, members and agents who are active in the management of an affiliate. The ownership by one person of shares constituting a controlling interest in another person, or a pooling of equipment or income among persons when not for fair market value under an arm's length agreement, shall be a prima facie case that one person controls another person. A person who knowingly enters into a joint venture with a person who has been convicted of a public entity crime in Florida during the preceding 36 months shall be considered an affiliate. 40 FORM 11 PUBLIC ENTITY CRIMES (continued) C. I understand that a"person" as defined in Paragraph 287.133(1)(c),Florida Statutes, means any natural person or entity organized under the laws of any state or of the United States with the legal power to enter into a binding contract and which bids or applies to bid on contracts for the provision of goods or services let by a public entity, or which otherwise transacts or applies to transact business with a public entity. The term "person" includes those officers, directors, executives, partners, shareholders, employees,members,and agents who are active in management of an entity. Based on information and belief,the statement which I have marked below is true in relation to the entity submitting this sworn statement. (Indicate which statement applies.) Neither the entity submitting this sworn statement,nor any of its officers,directors,executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, nor any affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July 1, 1989. The entity submitting this sworn statement, or one or more of its officers, directors,executives,partners, shareholders, employees, members, or agents who are active in the management of the entity or an affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July 1, 1989. The entity submitting this sworn statement, or one or more of its officers, directors,executives,partners, shareholders, employees, members, or agents who are active in the management of the entity or an affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July 1, 1989. However,there has been a subsequent proceeding before a Hearing Officer of the State of Florida, Division of Administrative Hearings and the Final Order entered by the Hearing Officer determined that it was not in the public interest to place the entity submitting this sworn statement on the convicted vendor list. (attach a copy of the final order) I UNDERSTAND THAT THE SUBMISSION OF THIS FORM TO THE CONTRACTING OFFICER FOR THE PUBLIC ENTITY IDENTIFIED IN PARAGRAPH 1(ONE) ABOVE IS FOR THAT PUBLIC ENTITY ONLY AND THAT THIS FORM IS VALID THROUGH DECEMBER 31 OF THE CALENDAR YEAR IN WHICH IT IS FILED. I ALSO UNDERSTAND THAT I AM REQUIRED TO INFORM THE PUBLIC ENTITY PRIOR TO ENTERING INTO A CONTRACT IN EXCESS OF THE THRESHOLD AMOUNT PROVIDED IN SECTION 287.017, FLORIDA STATUTES FOR CATEGORY TWO OF ANY CHANGE IN THE INFORMATION CONTAINED IN THIS FORM. (Signature) Sworn to and subscribed before me this day of ,20 Personally known OR produced identification Type of Identification Notary Public—State of My Commission expires (Print,typed or stamped commissioned name of notary public) 41 FORM 12 NON-COLLUSION AFFIDAVIT State of County of (Print name of affiant] being first duly sworn, deposes and says that: (1) He/she is [titlel of [name of entity], the Proposer that has submitted the attached proposal in response to the City of Delray Beach's Request for Proposals for the Collection of Solid Waste and Recyclable Materials (RFP No. 2014-38). (2) He/she is fully informed respecting the preparation and contents of the attached proposal and of all pertinent circumstances respecting such proposal. (3) Such proposal is genuine and is not a collusive or sham proposal. (4) Neither the Proposer nor any of its officers, partners, owners, agents, representatives, employees or parties in interest, including this affiant, has in any way colluded, conspired, connived or agreed directly or indirectly with any other Proposer, firm or person to submit a collusive or sham proposal in connection with the RFP for which the attached proposal has been submitted or to refrain from submitting a proposal in connection with such RFP, or has in any manner, directly or indirectly, sought by agreement or collusion or communication or conference with any other Proposer, firm or person, to secure through any unlawful agreement, any advantage against the City of Delray Beach or any person interested in the proposed RFP. (Name) (Title) Subscribed and sworn to before me this day of , 2014. Notary Public My commission expires 42 FORM 13 ACKNOWLEDGEMENT OF ADDENDA The Proposer hereby acknowledges the receipt of the following addenda, which were issued by the City and incorporated into and made part of this RFP. The Proposer acknowledges that it is solely responsible for ensuring that it is aware of, and in receipt of, all addenda. ADDENDUM DATE PRINT NAME OF TITLE OF SIGNATURE OF NUMBER RECEIVED PROPOSER'S PROPOSER'S PROPOSER'S AGENT AGENT AGENT 43 FORM 14 PROPOSAL SECURITY Each Proposal shall be accompanied by a Proposal Security in the form of a cashier's check, certified check, or money order, drawn on a U.S. Bank, in U.S. dollars, and payable to the City of Delray Beach in the amount of Fifty Thousand Dollars ($50,000.00). In the alternative, a Proposer may submit a Proposal Bond executed by a surety on Form 15 (Proposal Bond). ATTACH CASHIER'S CHECK, CERTIFIED CHECK, OR MONEY ORDER HERE 44 FORM 15 PROPOSAL BOND KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned, , as Principal, and as Surety, are hereby held and firmly bound unto the City of Delray Beach, a municipality in the State of Florida, and the City Commission, in the penal sum of Fifty Thousand Dollars ($50,000.00), for the payment of which, well and truly to be made, we hereby jointly and severally bind ourselves, and our successors and assigns. Signed this day of , 2014. The condition of the above obligation is such that the Principal has submitted a certain Proposal to the City of Delray Beach, Florida, pursuant to the City's Request for Proposals (RFP No. 2014-38) and, under such Proposal, the Principal shall enter into an "Exclusive Franchise Agreement for the Collection of Solid Waste and Recyclable Material" ("Agreement") with the City. The Principal's Proposal is attached hereto and made a part hereof. NOW, THEREFORE, (a) If said Proposal is rejected by the City, then this obligation shall be void; (b) If said Proposal is accepted by the City and the Principal executes and delivers the Agreement (properly completed in accordance with said Proposal) and furnishes a certificate of insurance, performance bond, and parent corporation guarantee, and shall in all other respects perform in compliance with the Agreement created by the acceptance of said Proposal, then this obligation shall be void; (c) Except as provided in (a) and (b), above, this obligation shall remain in full force and effect, it being expressly understood and agreed that the liability of the Surety for any and all claims hereunder shall, in no event, exceed the penal amount of this obligation as herein stated. The Surety, for value received, hereby stipulates and agrees that the obligations of said Surety and its bond shall be in no way impaired or affected by an extension of the time within which the City may accept the Proposal, and said Surety does hereby waive notice of any such extension. The Surety hereby attests and confirms that the Surety: has a resident agent in the State of Florida; is rated "A" or better as to management and "FSC X" or better as to strength by Best's Insurance Guide; is listed on the U.S. Treasury Department's list of acceptable sureties for federal bonds; and has been in business for at least five (5) years. IN WITNESS WHEREOF, the Principal and the Surety have hereunto set their hands and seals, and have caused their corporate seals to be hereto affixed and these presents to be signed by their proper officers, the day and year first set forth above. 45 FORM 15 PROPOSAL BOND (continued) Principal (Print Full Name): Surety (Print Full Name): By: (L.S.) By: (L.S.) Title: Title: Witness Witness Signature of Witness Signature of Witness Print Name of Witness Print Name of Witness Witness Witness Signature of Witness Signature of Witness Print Name of Witness Print Name of Witness 46 FORM 16 DRUG-FREE WORKPLACE The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that does: (Name of Business) 1. Publish a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2. Inform employees about the dangers of drug abuse in the workplace, the business's policy of maintaining a drug-free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3. Give each employee engaged in providing the commodities or contractual services that are proposed a copy of the statement specified in subsection(1). 4. In the statement specified in subsection (1), notify the employees that, as a condition of working on the commodities or contractual services that are under bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contender to, any violation of Chapter 893 or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5)days after such conviction. 5. Impose a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, by any employee who is so convicted. 6. Make a good faith effort to continue to maintain a drug-free workplace through implementation of this section. As the person authorized to sign the statement, I certify that this firm complies fully with the above requirements. Name of Proposer: Signature of Proposer's Agent Printed Name of Proposer's Agent Title: Date: 47 FORM 17 CERTIFICATION TO ACCURACY OF PROPOSAL Proposer, by executing this form, hereby certifies and attests that all forms, affidavits and documents submitted to the City in support of Proposer's proposal are true and accurate. If the Proposer fails to attest to the truth and accuracy of such forms, affidavits and documents, the Proposer's proposal shall be deemed non-responsive and the proposal will not be considered by the City. The undersigned individual, being duly sworn, deposes and says that: 1. He/She is [insert title of Proposer's agent] and is duly authorized to act on behalf of [insert name of the Proposer],which is submitting the attached proposal; 2. He/She is fully informed respecting the preparation and contents of the attached proposal and of all forms, affidavits and documents submitted in support of such proposal; 3. All of the information contained in the forms, affidavits and documents submitted in support of this proposal is true and accurate; 4. No information that should have been included in such forms, affidavits and documents has been omitted; and [THIS SPACE IS INTENTIONALLYLEFT BLANK] 48 FORM 17 CERTIFICATION TO ACCURACY OF PROPOSAL (CONTINUED) 5. No information that is included in such forms, affidavits or documents is false or misleading. Signature of Proposer's Agent Printed Name of Proposer's Agent Title of Proposer's Agent Date Witness my hand and official notary seal/stamp on the day and year written above. STATE OF ) SS: COUNTY OF ) BEFORE ME, an officer duly authorized by law to administer oaths and take acknowledgments, personally appeared (name) as (title), of (Proposer), an organization authorized to do business in the State of Florida, and acknowledged and executed the foregoing document as the proper official of (Proposer) for the use and purposes mentioned in it and affixed the official seal of the corporation, and that the instrument is the act and deed of that corporation. He/she is personally known to me or has produced as identification. IN WITNESS OF THE FOREGOING, I have set my hand and official seal in the State and County aforesaid on this day of ,2014. NOTARY PUBLIC My Commission Expires: 49 FORM 18 CERTIFICATION OF COST FORMS The undersigned hereby certifies as follows: 1. I [insert name of Proposer's agent] on behalf of [insert name of Proposer], have personally and carefully examined the specifications and instructions for the work to be done for the City of Delray Beach, as set forth in the City's RFP (RFP No. 2014-38), and I am duly authorized to execute this proposal on behalf of the Proposer. 2. By signing and submitting this proposal in response to the City's RFP, the Proposer acknowledges and agrees that: a. the Proposer has carefully read the RFP, including the "Exclusive Franchise Agreement" ("Agreement"); b. the Proposer has become fully informed about the local conditions, including the nature and extent of the work to be performed, and has examined and evaluated all relevant issues; C. the Proposer understands and accepts the conditions and limitations contained in the RFP and the Agreement; d. the Proposer's proposal is not contingent upon any conditions, limitations, or changes to the RFP or Agreement; e. the Proposer's proposal is a binding offer that will remain in effect and be available to the City for one hundred twenty (120) days after the submittal of this proposal; f. if selected by the City, the Proposer shall execute the Agreement and provide the required insurance, parent corporation guarantee, and Performance Bond, within fifteen (15) days of receiving the City's written notice of award; g. if selected by the City, the Proposer will provide all of the services required under the Agreement, in compliance with the terms and conditions contained in the Agreement, at the Rates set forth on the Proposer's cost forms, which are attached to this proposal; and h. the Proposer has sought and received the assistance of legal counsel, as necessary,before submitting his proposal in response to the City's RFP. 50 FORM 18 CERTIFICATION OF COST FORMS (CONTINUED) Dated this day of , 2014. PROPOSER Signature of President/Partner/Owner Printed Name of President/Partner/Owner Signature of Secretary Printed Name of Secretary Name of Proposer The Proposer is an individual: Partnership: Corporation: ; or other business entity: and is authorized to do business in the State of Florida. Signature Instructions: All signatures must be in blue ink. If the Proposer is a CORPORATION, the name of the corporation must be listed, in full, and both the President and Secretary must sign the form, OR if one signature is permitted by the corporation's by-laws, a copy of the by-laws must be furnished to the City as part of the proposal. If the Proposer is a PARTNERSHIP, the full name of each partner should be listed, followed by the name that the Proposer is doing business as. Any partner may sign the form. 51 FORM 18 CERTIFICATION OF COST FORMS (CONTINUED) If the Proposer is an INDIVIDUAL PROPRIETORSHIP, the name of the owner should be provided and any name that the Proposer is doing business as. If the Proposer is operating as any other type of business entity, the name(s) of the Proposer's authorized representative(s) must be listed and the authorized representative(s) must sign the form. A copy of the appropriate documents evidencing legal binding authority to sign on behalf of the Proposer must be furnished to the City as part of the proposal. [THIS SPACE IS INTENTIONALLYLEFT BLANK) 52 FORM 19 Proposed Rates for Residential Collection Service Each Proposer shall use this form to provide its Rates for the collection of the Garbage, Yard Waste, Bulky Waste, and Source Separated Recyclable Material generated on Residential Property. The Rates for the Curbside Collection of Garbage shall be based on automated or semi-automated Collection Service with Garbage Carts, except in those areas designated by the City for Curbside Collection of Garbage in Plastic Bags. All Rates proposed on this form shall be fixed through September 30, 2015, and shall be based on the service requirements specified in the Agreement. The Rates shall be expressed as the cost that the City must pay per Dwelling Unit per month. Each month shall be deemed to consist of 4.33 weeks. If the Contractor furnishes a Garbage Cart to a Residential Customer in a Multi-Family Dwelling, the Contractor may charge the Customer a monthly fee of One Dollar($1.00) per cart. The Rate for Residential Collection Service shall apply to each Customer that receives such service,regardless of the number of Garbage Cans, Garbage Carts, Recycling Bins, or Recycling Carts that are used by the Customer. [THIS SPACE IS INTENTIONALLYLEFT BLANK) 53 FORM 19 Proposed Rates for Residential Collection Service (continued) Curbside Collection with Curbside Collection with Garbage Carts Plastic Bags Garbage $ (2x/wk) $ (2x/wk) Yard Waste $ (lx/wk) $ (lx/wk) Recyclable Material $ (lx/wk) $ (lx/wk) Bulky Waste $ (lx/wk) $ (lx/wk) Total Monthly Cost $ $ per Dwelling Unit 54 FORM 19 Proposed Rates for Residential Collection Service (continued) Side-Door Service Collection Service with Mechanical Containers Garbage $ (2x/wk) $ (2x/wk) Yard Waste Not Applicable Not Applicable Recyclable Material $ (lx/wk) $ (lx/wk) Bulky Waste Not Applicable Not Applicable Total Monthly Cost $ $ per Dwelling Unit 55 FORM 20 Proposed Rates for Commercial Collection Service Each Proposer shall use this form to provide its Rates for the Collection of Garbage and Recyclable Materials from Commercial Customers. All Rates proposed on this form shall be fixed through September 30, 2015, and shall be based on the service requirements specified in the Agreement. The Rates for Commercial Collection Service include all charges and fees for the rental of Mechanical Containers, except Compactors. The Rate for leasing a Compactor shall be negotiated by the Contractor and the Customer. With regard to monthly Rates, each month shall be deemed to consist of 4.33 weeks. Rate for Collection of Commercial Waste with $ per cubic yard for Collection Mechanical Containers (i.e., other than Compactors and Roll-Off Containers) $ Disposal Total per cubic yard $ Rate for Collection of Commercial Waste in $ per cubic yard for Collection (1.25x the Compactors (8 cubic yards or less) Collection cost for Mechanical Containers, above) $ Disposal Total per cubic yard $ Rate for Collection of Recyclable Materials in $ per cubic yard Mechanical Containers 56 FORM 20 Proposed Rates for Commercial Collection Service (continued) Rate for Collection of Commercial Waste with 96 $ per month for Collection Gallon Garbage Cart collected one time per week (Customers generating less than 2 cubic yards per week) $ per month for Disposal Total monthly $ Rate for Collection of Recyclable Materials with $ per month for Collection 96 Gallon Recycling Cart collected one time per week Rate for Collection of Commercial Waste in $ per pull for Collection Compactors (greater than 8 cubic yards— Roll-Off Compactors) Disposal is a pass thru cost paid by the Customer Rate for Collection of Commercial Waste in Roll- $ per pull for Collection Off Containers Disposal is a pass thru cost paid by the Customer 57 FORM 21 Proposed Rates for City Collection Service All Rates are fixed through September 30, 2015, and are based on the service requirements specified in the Agreement. The City may increase or decrease the number of Recycling Containers and trash receptacles it uses in the general areas identified in Exhibits 7, 8, and 11 of the Agreement. The City's payments to the Contractor shall increase or decrease, as the case may be, when the City increases or decreases the number of Recycling Containers and trash receptacles it uses in the Service Area. The adjustments to the City's payments shall be based on the "per unit" Rate set forth below. The Rate for the Collection of trash in a forty (40) gallon trash receptacle, and the Rate for the Collection of Recyclable Materials in a forty (40) gallon Recycling Container, shall include the Contractor's cost of purchasing and replacing the Plastic Bags used in the receptacles and Recycling Containers. The Rate for providing Collection Service for Community Events shall depend on the services requested by the City. For such events, the City shall pay the Rates set forth below for a Mechanical Container, Compactor, Garbage Cart, or Recycling Cart. With regard to monthly Rates, each month shall be deemed to consist of 4.33 weeks. The City shall not pay any disposal costs to the Contractor, except as provided in Section 39.5 and Exhibit 3C of the Agreement. Rate for Collection of Solid Waste with $ per cubic yard for Collection Mechanical Containers (i.e., other than Compactors and Roll-Off Containers) Rate for Collection of Solid Waste in $ per cubic yard for Collection (1.25x the Compactors (8 cubic yards or less) Collection cost for Mechanical Containers, above) 58 FORM 21 Proposed Rates for City Collection Service (continued) Rate for Collection of Recyclable Materials $ per cubic yard in Mechanical Containers Rate for Collection of Garbage with 96 $ per month Gallon Garbage Cart collected one time per week (locations generating less than 2 cubic yards per week) Rate for Collection of Recyclable Materials $ per month with 96 Gallon Recycling Cart (1 time per week) Rate for Collection of Solid Waste in $ per pull for Collection Compactors (greater than 8 cubic yards— Roll-off Compactors) Rate for Collection of Solid Waste in Roll- $ per pull for Collection Off Containers 59 FORM 21 Proposed Rates for City Collection Service (continued) Rate for Clamshell Truck and Driver, five $ per month (5) days per week Rate for Collection of Recyclable Materials $ per month in a 40 gallon Recycling Container (2 times each week) at a location in the areas identified in Exhibits 7, 8, and 11 of the Agreement Rate for Collection of trash in a 40 gallon $ per month receptacle (2 times each week) at a Bus Shelter, Park, or other location in the areas identified in Exhibits 7, 8, and 11 of the Agreement 60 SECTION 5: EXCLUSIVE FRANCHISE AGREEMENT Draft 10-2-14 Exclusive Franchise Agreement between City of Delray Beach, Florida and XYZ Company for the Collection of Solid Waste and Recyclable Materials ._.. _. .. i.,. Exclusive Franchise Agreement Table of Contents 2. CONTRACTOR'S FRANCHISE..................................................................................10 2.1 EXCLUSIVE FRANCHISE FOR RESIDENTIAL AND COMMERCIAL COLLECTION SERVICE......................... 2.2 NON-EXCLUSIVE FRANCHISE FOR SOURCE SEPARATED RECYCLABLE MATERIALS GENERATED ON COMMERCIAL PROPERTY.........................................................................................................10 2.3 LIMITATIONS ON THE CONTRACTOR'S FRANCHISE ..............................10 3. TERM OF THIS AGREEMENT...................................................................................10 3.1. INITIAL TERM OF FRANCHISE AGREEMENT............................................10 3.2 CITY'S OPTION TO RENEW THE AGREEMENT .........................................10 4. THE SERVICE AREA...................................................................................................11 4.1 DESCRIPTION OF THE SERVICE AREA .......................................................11 4.2 ADJUSTMENTS TO THE SERVICE AREA.....................................................11 5. CONTRACTOR'S OBLIGATIONS PRIOR TO COMMENCEMENT DATE.......11 5.1 CONTRACTOR'S TRANSITION PLAN...........................................................1 l 5.2 DEADLINES FOR THE CONTRACTOR'S TRANSITION PLANNING........12 6. GENERAL SCOPE OF CONTRACTOR'S DUTIES AFTER COMMENCEMENTDATE..........................................................................................13 7. CONTRACTOR'S SPECIFIC COLLECTION SERVICES......................................14 7.1 GENERAL REQUIREMENTS FOR RESIDENTIAL COLLECTION SERVICEAT CURBSIDE..................................................................................14 7.2 RESIDENTIAL COLLECTION SERVICE AT CURBSIDE FOR RECYCLABLE MATERIALS................................... ......14 73 RESIDENTIAL COLLECTION SERVICE AT CURBSIDE FOR BULKYWASTE.................................................................................................15 7.4 RESIDENTIAL COLLECTION SERVICE AT CURBSIDE FOR YARD WASTE.................... ....... ...........15 7.5 RESIDENTIAL COLLECTION SERVICE AT CURBSIDE FOR TIRES ........16 7.6 RESIDENTIAL COLLECTION SERVICE AT CURBSIDE FOR EXCESS AND OVERSIZED .MATERIALS ......................................................16 7.7 RESIDENTIAL SIDE DOOR SERVICE............................................................16 7.8 RESIDENTIAL COLLECTION SERVICE FOR MULTI-FAMILY DWELLINGS ......................................................................................................16 7.9 COLLECTION OF GARBAGE AND RUBBISH FROM COMMERCIAL PROPERTY.........................................................................................................17 7.10 COLLECTION OF SOURCE SEPARATED RECYCLABLE MATERIALS FROM COMMERCIAL PROPERTY.........................................17 7.11 COLLECTION OF CONSTRUCTION AND DEMOLITION DEBRIS, BULKY WASTE AND YARD WASTE FROM COMMERCIAL PROPERTY .........................................................................................................17 7.12 SPECIAL COLLECTION SERVICE..................................................................18 8. HOURS AND DAYS OF CONTRACTOR'S COLLECTION SERVICES..............18 Page i of vii 9. SCHEDULES AND ROUTES FOR COLLECTION SERVICES.............................18 9.1 SCHEDULES AND ROUTES ............................................................................18 9.2 SCHEDULED COLLECTION DAYS FOR BULKY WASTE, YARD WASTE AND SOURCE SEPARATED RECYCLABLE MATERIALS..........19 9.3 SCHEDULES FOR TWICE WEEKLY SERVICE.............................................19 10. CHANGES TO COLLECTION SCHEDULES AND ROUTES FOR RESIDENTIAL SERVICE.............................................................................................19 10.1 NO CHANGES WITHOUT ADMINISTRAT'OR'S APPROVAL.....................19 10.2 HOLIDAY SCHEDULES ...................................................................................19 103 PUBLIC NOTICE OF CHANGES......................................................................20 10.4 NOTICE OF TEMPORARY DELAYS...............................................................20 10.5 NO DELAYS EXCUSED FOR FLUCTUATIONS IN SOLID WASTE QUANTITIES......................................................................................................20 11. MANDATORY CHANGES TO COLLECTION SERVICE......................................20 12. THE RESIDENTIAL CUSTOMER LIST....................................................................20 13. PROPER COLLECTION PROCEDURES FOR CONTRACTOR...........................21 14. RESTRICTIONS ON COLLECTION OF MIXED LOADS......................................22 15. NON-COLLECTION PROCEDURES.........................................................................23 16. PROCEDURES FOR MISSED COLLECTIONS.......................................................24 17. PROTECTION OF PRIVATE AND PUBLIC PROPERTY......................................24 18. CONTRACTOR'S ACCESS TO STREETS AND COLLECTION CONTAINERS................................................................................................................25 19. THE CITY'S DESIGNATED FACILITIES.................................................................26 20. SPILLAGE AND LITTER BY CONTRACTOR.........................................................26 21. EXEMPT WASTES AND RECOVERED MATERIALS...........................................26 22. THE CONTRACTOR'S SAFETY PROGRAM..........................................................27 23. THE CONTRACTOR'S COLLECTION PLAN.........................................................28 24. OWNERSHIP OF SOLID WASTE AND RECYCLABLE MATERIALS...............29 25. RESERVED........................................................................... ......................................29 26. SET OUT PROCEDURES FOR CUSTOMERS.........................................................29 26.1 GENERAL PROCEDURES FOR ALL CUSTOMERS......................................29 26.2 SPECIFIC PROCEDURES FOR RESIDENTIAL CUSTOMERS RECEIVING COLLECTION SERVICE AT CURBSIDE..................................30 26.3 SPECIFIC PROCEDURES FOR CUSTOMERS IN MULTI-FAMILY DWELLINGS THAT USE MECHANICAL CONTAINERS ............................31 264 PROCEDURES FOR COMMERCIAL CUSTOMERS......................................32 27. COLLECTION CONTAINERS....................................................................................32 27.1 PURCHASE AND OWNERSHIP OF CONTAINERS.......................................32 27.2 MAINTENANCE AND REPAIR OF CONTAINERS .......................................33 27.3 STORAGE, DISTRIBUTION AND REPLACEMENT OF CONTAINERS ....................................................................................................34 27.4 EXCHANGE OF CARTS AND CONTAINERS................................................35 27.5 TECHNICAL SPECIFICATIONS FOR COLLECTION CONTAINERS .........35 Page ii of vii 28. CONTRACTOR'S VEHICLES AND COLLECTION EQUIPMENT......................36 28.1 GENERAL REQUIREMENTS FOR CONTRACTOR'S VEHICLES AND COLLECTION EQUIPMENT...................................................................36 28 2 DE. IC'ATED MEET FOR CITY ... ...... . ....... ...............................................37 283 AGE OF CONTRACTOR'S COLLECTION VEI-IICLES..................................37 28.4 ANCILLARY EQUIPMENT IN CONTRACTOR'S VEHICLES......................38 28.5 RESERVE VEHICLES AND EQUIPMENT......................................................38 28.6 MAINTENANCE AND CLEANING .................................................................38 28.7 IDENTIFICATION OF CONTRACTOR'S VEHICLES AND EQUIPMENT...................................................................................................-.39 28.8 COMPLIANCE WITH THE LAW APPLICABLE TO VEHICLES..................39 28.9 CITY'S RIGHT TO INSPECT CONTRACTOR'S VEHICLES AND EQUIPMENT.......................................................................................................40 28.10 LOCAL STORAGE AND REPAIR OF CONTRACTOR'S VEHICLES ..........40 29. CONTRACTOR'S PERSONNEL.................................................................................40 29.1 GENERAL REQUIREMENTS ...........................................................................40 29.2 DISTRICT MANAGER.,.............................................................. ......................40 29.3 FIELD SUPERVISOR.........................................................................................41 29.4 EMPLOYEE CONDUCT....................................................................................41 29.5 EMPLOYEE IDENTIFICATION........................................................................41 29.6 ATTIRE FOR EMPLOYEES ................41 29.7 REMOVAL OF EMPLOYEES ...........................................................................41 29.8 EMPLOYEE TRAINING AND LICENSES.......................................................41 29.9 CONTRACTOR'S COMPLIANCE WITH LABOR LAWS..............................42 29.10 LEGAL STATUS OF CONTRACTOR'S EMPLOYEES ..................................42 29.11 SUBCONTRACTORS AND TEMPORARY LABOR.......................................42 30. CONTRACTOR'S LOCAL OFFICE...........................................................................42 31. CUSTOMER RELATIONS 31.1 HANDLING CUSTOMER COMPLAINTS AND REQUESTS.........................43 31.2 DISPUTE RESOLUTION PROCESS FOR CUSTOMERS ...............................44 32. CONTRACTOR'S RELATIONSHIP WITH THE CITY..........................................45 32.1 AVAILABILITY OF CONTRACTOR'S REPRESENTATIVES......................45 32.2 ADMINISTRATOR'S REVIEW OF CONTRACTOR'S PERFORIA.NCE................................................................................................45 32.3 CITY'S RIGHT TO INSPECT CONTRACTOR'S OPERATIONS...................45 32A CITY'S RIGHT TO APPROVE..........................................................................45 33. CONTRACTS FOR COMMERCIAL COLLECTION SERVICE............................46 33.1 CONTRACTS FOR COMMERCIAL COLLECTION SERVICE......................46 33.2 DISCLOSURE OF FEES FOR COMMERCIAL COLLECTION SERVICE.............................................................................................................47 333 RESERVED.........................................................................................................47 33.4 INITIATION OF SERVICE TO A COMMERCIAL CUSTOMER...................47 315 TERMINATION OF SERVICE TO A COMMERCIAL CUSTOMER.............47 34. RECORD KEEPING AND REPORTING...................................................................47 34.1 GENERAL RECORD KEEPING AND REPORTING REQUIREMENTS.......47 34.2 SPECIFIC RECORD KEEPING REQUIREMENTS-........................................48 34.3 QUARTERLY REPORI'.....................................................................................49 34.4 ANNUAL REPORT.............................. ........................ ................. ...................50 Page iii of vii 34.5 ACCIDENT REPORTS........................ ................ ...........................................50 34.6 CITY'S RIGHT TO INSPECT AND AUDIT CONTRACTOR'S RECORDS ...........................................................................................................50 34.7 PUBLIC'S RIGHT TO INSPECT CONTRACTOR'S RECORDS.....................51 35. PUBLIC NOTICES AND EDUCATIONAL SERVICES...........................................51 35.1 NOTICE FOR COMMENCEMENT OF SERVICE ...........................................51 35.2 ANNUAL NOTICE TO CUSTOMERS..............................................................52 35.3 NOTICES FOR NEW CUSTOMERS.................................................................52 35.4 NOTICES CONCERNING CHANGES IN COLLECTION SCHEDULES.......52 35.5 NOTICES FOR HOLIDAYS...............................................................................52 36. CONTRACTOR'S COLLECTION SERVICES FOR THE CITY............................52 36.1 GENERAL REQUIREMENTS ...........................................................................52 36.2 COLLECTION OF SOLID WASTE AND SOURCE SEPARATED RECYCLABLE MATERIALS AT CITY FACILITIES.....................................53 36.3 COLLECTIONS FROM TRASH RECEPTACLES AND RECYCLING CONTAINERS AT BUS SHELTERS, PARKS, AND OTHER PUBLIC LOCATIONS.......................................................-.............................................53 36A COLLECTION OF SOURCE SEPARATED RECYCLABLE MATERIALS AT PUBLIC DROP-OFF FACILITIES.......................................54 36.5 COLLECTION OF BULKY WASTE AND YARD WASTE ............................54 36.6 COLLECTION OF BIOLOGICAL WASTE ......................................................54 36.7 COLLECTIONS FOR SPECIAL PROJECTS ............................................. ...55 36.8 COLLECTION FOR COMMUNITY EVENTS..................................................55 36.9 CITY'S INTEGRATED SOLID WASTE MANAGEMENT PROGRAM AND PUBLIC EDUCATIONAL ACTIVITIES .................................................55 37. CONTRACTOR'S EMERGENCY SERVICES..........................................................55 37.1 COLLECTION OF GARBAGE AFTER A DISASTER.....................................55 37.2 EMERGENCY VARIANCES IN ROUTES AND SCHEDULES......................56 373 COLLECTION OF DISASTER DEBRIS ......................................................... ..56 37.4 CONTRACTOR'S CONTINGENCY PLAN................................... .......... 37.5 CITY'S EMERGENCY MANAGEMENT MEETINGS.....................................56 38. RATES FOR CONTRACTOR'S SERVICES..............................................................56 38.1 UNIFORM RATES FOR ALI,COLLECTION SERVICES ..............................56 38.2 RATES FOR SPECIFIC COLLECTION SERVICES ........................................57 38.3 CPT ADJUSTMENTS TO COLLECTION COMPONENT OF RATES ............57 38.4 RESERVED.........................................................................................................58 38.5 ADJUSTMENTS TO DISPOSAL COMPONENT OF COMMERCIAL RATES.................................................................................................................58 38.6 RATE ADJUSTMENTS FOR CHANGES IN LAW..........................................58 38.7 EXTRAORDINARY RATE ADJUSTMENTS.,,...................................... .........58 38.8 RATES FOR DISASTER DEBRIS .....................................................................59 38.9 ADJUSTMENTS TO FRANCHISE FEE............................................................59 39. PAYMENTS TO CONTRACTOR FOR COLLECTION SERVICES.....................59 39.1 GENERAL BILLING AND PAYMENT PROVISIONS.,..................................59 39.2 PROHIBITIONS ON PAYMENTS FROM CUSTOMERS TO CONTRACTORS ................................................................................................60 39.3 PAYMENTS FROM CITY FOR RESIDENTIAL COLLECTION SERVICE.............................................................................................................60 Page iv of vii 39.4 CITY'S PAYMENTS FOR COLLECTION SERVICES PROVIDED TO CITY PROPERTIES,TRASH RECEPTACLES, AND RECYCLING CONTAINERS ....................................................................................................61 39.5 CITY'S PAYMENTS FOR DISPOSAL COSTS................................................61 39.6 CITY'S UNDERPAYMENTS CONTR.ACTOR...................................................................................................61 39.7 LIMITATIONS ON CONTRACTOR'S RIGHT TO PAYMENT FROM CITY ......................................."...........................................................................61 39.8 PAYMENT FOR COMMERCIAL COLLECTION SERVICES........................62 39.9 PAYMENTS FOR GARBAGE CARTS AND RECYCLING CARTS..............62 39.10 PAYMENTS FOR SPECIAL COLLECTION SERVICES ................................62 39.11 PAYMENTS FOR DISPOSAL OF UNACCEPTABLE WASTE......................63 40. PAYMENTS TO THE CITY.........................................................................................63 40.1 FRANCHISE FEES .............................................................................................63 40.2 OTHER PAYMENTS..........................................................................................64 41. RECYCLING REVENUES FOR CITY.......................................................................64 42. PAYMENT OF TIPPING FEES...................................................................................64 43. VERIFICATION OF PAYMENT AMOUNTS............................................................65 44. ADMINISTRATIVE CHARGES..................................................................................65 44.1 BASIS FOR ADMINISTRATIVE CHARGES...................................................65 44.2 PROCEDURE FOR ASSESSING ADMINISTRATIVE CHARGES ................65 44.3 ADMINISTRATIVE CHARGES BEFORE COMMENCEMENT DATE......-66 44.4 ADMINISTRATIVE CHARGES DURING TERM OF AGREEMENT............66 45. PAYMENTS WITHHELD FROM CONTRACTOR..................................................70 46. NO LIABILITY FOR DELAYS OR NON-PERFORMANCE DUE TO FORCEMAJEURE EVENTS.......................................................................................71 47. BREACH AND TERMINATION OF AGREEMENT................................................71 47,1 TERMINATION BY EITFIER PARTY FOR CAUSE .......................................71 47.2 INTERIM OPERATIONS ...................................................................................73 47.3 EFFECT OF TERMINATION.............................................................................73 47.4 SETTLEMENT AND RELEASE 74 48. OPERATIONS DURING DISPUTE.............................................................................74 49. DISPUTE RESOLUTION PROCESS ..........................................................................74 50. CONTRACTOR'S OBLIGATIONS PRIOR TO TERMINATION OF THIS AGREEMENT.................................................................................................................76 50.1 CONTINUATION OF CONTRACTOR'S SERVICE........................................76 502 SALE OR LEASE OF CONTRACTOR'S MECHANICAL CONTAINERS ....................................................................................................76 50.3 SCHEDULE FOR TERMINATION OF CONTRACTOR'S SERVICE............76 50.4 CITY'S RIGHT TO PROCURE NEW SERVICES.............................................76 51. DAMAGES AND INDEMNIFICATION......................................................................77 51.1 LIABILITY..........................................................................................................77 512 CONTRACTOR'S INDEMNIFICATION OF CITY..........................................77 51.3 CONTRIBUTION.,........................ ................. ........................................-.........77 51.4 DAMAGES..........................................................................................................77 Page v of vii 51.5 NO PERSONAL LIABILITY..............................................................................78 51.6 COLLECTION OF OVERDUE PAYMENTS AND INTEREST.......................78 52. CONTRACTOR'S INSURANCE..................................................................................78 52.1 COMMERCIAL -. 52.2 BUSINESS AUTOMOBILE LIABILITY...........................................................79 52.3 POLLUTION LIABILITY...................................................................................79 52.4 EXCESS LIABILITY..........................................................................................79 52,5 WORKER'S COMPENSATION INSURANCE & EMPLOYERS LIABILITY 52.6 ADDITIONAL INSURED ENDORSEMENTS..................................................79 52.7 WAIVER OF SUBROGATION..........................................................................80 52.8 CERTIFICATE(S) OF INSURANCE .................................................................80 52.9 DEDUCTIBLES, SELF-INSURED RETENTIONS,AND SUPPLEMENTAL COVERAGE........................................................................80 52,10 RIGHT TO REVISE OR REJECT.......................................................................81 52.11 MINIMUM REQUIREMENTS FOR INSURANCE COMPANIES ..................81 52.12 OTHER INSURANCE REQUIREMENTS.........................................................81 53. PERFORMANCE BOND...............................................................................................82 54. PARENT CORPORATION GUARANTEE.................................................................82 55. ASSIGNMENT OF AGREEMENT..............................................................................82 56. TRANSFER OF AGREEMENT....................................................................................83 57. SUBSEQUENT CITY ORDINANCES.........................................................................83 58. AMENDMENTS TO THE AGREEMENT..................................................................83 58.1 GENERAL REQUIREMENTS ...........................................................................84 58.2 CITY POWER TO AMEND AGREEMENT......................................................84 58.3 AMENDMENTS DUE TO CHANGES IN LAW...............................................84 59. WAIVER OF RIGHTS...................................................................................................84 60. WAIVER OF FLOW CONTROL CLAIMS................................................................85 61. GOVERNING LAW AND VENUE...............................................................................85 62. COMPLIANCE WITH LAWS AND REGULATIONS..............................................85 63. PERMITS AND LICENSES..........................................................................................85 64. EQUAL OPPORTUNITY EMPLOYMENT................................................................85 65. AGREEMENT DOCUMENTS......................................................................................85 66. ALL PRIOR AGREEMENTS SUPERSEDED............................................................86 67. HEADINGS .....................................................................................................................86 68. CONSTRUCTION OF AGREEMENT ........................................................................86 69. SURVIVABILITY...........................................................................................................86 70. SEVERABH,ITY.............................................................................................................86 71. FAIR DEALING.............................................................................................................87 72. SOVEREIGN IMMUNITY............................................................................................87 73. REMEDIES NOT EXCLUSIVE....................................................................................87 Page vi of vii 74. NOTICES TO PARTIES................................................................................................87 75. COOPERATION WITH THE INSPECTOR GENERAL..........................................88 76. CONTRACTOR'S REPRESENTATIONS AND WARRANTIES............................88 �I Page vii of vii EXHIBITS EXHIl3IT I GENERAL MAP OF SERVICE AREA, INCLUDING AREAS RECEIVING SIDE DOOR SERVICE OR SERVICE WITH I AI A ST�_ C BAGS; EXHIBIT 2 RESERVED EXHIBIT 3A RATES FOR RESIDENTIAL COLLECTION SERVICES EXHIBIT 3B RATES FOR COMMERCIAL COLLECTION SERVICES EXHIBIT 3C RATES FOR COLLECTION SERVICES FOR THE CITY � EXHIBIT 3D RATES FOR SPECIAL COLLECTION SERVICES EXHIBIT 4 PARENT CORPORATION GUARANTEE EXHII:3IT S PERFORMANCE BOND EXHIBIT 6 SPECIFICATIONS FOR GARBAGE CARTS EXHIBIT 7 LIST OF BUS SHELTER LOCATIONS IN DELRAY BEACH EXHIBIT 8 LIST OF BIG BELLY SOLAR LOCATIONS i EXHIBIT 9 LIST OF CITY PROPERTIES RECEIVING COLLECTION SERVICE EXHIBIT 10 LIST OF CITY'S PUBLIC DROP-OFF FACILITIES FOR RECYCLABLE MATERIALS EXHIBIT I I LIST OF TRASH RECEPTACLES ON ATLANTIC AVENUE,THE BEACH, AND PINEAPPLE GROVE EXHIBIT 12 SAMPLE CALCULATIONS FOR CPI ADJUSTMENTS Page viii of vii EXCLUSIVE FRANCHISE AGREEMENT This Exclusive Franchise Agreement("Agreement") is made and entered into this day of ?014 ("Effective Tate") by and between the City of Delray Beach, Florida ("City"), a municipal corporation organized and existing under the laws of the State of Florida, and XY7 Company ("Contractor"), a corporation, which is authorized to do business in the State of Florida. RECITALS WHEREAS, the City issued a request for proposals ("RFP") (City RFP No, 2014-38) for the Collection of certain types of Solid Waste and Recyclable Materials that are generated in the City; and WHEREAS,the Contractor submitted a proposal in response to the City's RFP; and WHEREAS, the City has relied upon the proposal and other information provided by the Contractor concerning the Contractor's experience and ability to provide Collection Services to the City; and WHEREAS, after evaluating all of the proposals that were submitted in response to the City's RFP, the City Commission ("Commission")finds that the Contractor has submitted the best proposal; and WHEREAS, the City wishes to use and the Contractor wishes to provide the Contractor's services for the Collection of Solid Waste and Recyclable Materials, subject to the terms and conditions contained in this Agreement; and WHEREAS, the Commission finds that granting an exclusive franchise to the Contractor, subject to the terms and conditions contained in this Agreement, is in the public interest and will protect the public health, safety, and welfare; and WHEREAS, the Commission finds that the franchise granted herein properly balances the Commission's desire to provide excellent, environmentally-sound Collection Services to the City's residents and the Commission's desire to minimize the cost of such services; and WHEREAS, the Solid Waste Authority of Palm Beach County ("Authority") has adopted an integrated Solid Waste management plan and the City supports the Authority's plan; and WHEREAS, this Agreement will help the City implement the Authority's integrated Solid Waste management plan, which will enhance the public health, safety, and welfare. NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements contained herein and the mutual benefits provided hereunder, the receipt and sufficiency of which are hereby acknowledged, the City and the Contractor agree that they shall be bound by and shall strictly comply with the following provisions of this Agreement: 1 1. DEFINITIONS The definitions contained in this Section l shall be used when interpreting this Agreement. If a word or phrase is lint defined i„ this Agri eement, the definition of such word or phrase in the City's Ordinances shall apply. In the event that a definition contained herein conflicts with a similar definition in a federal, state or local law, including but not Limited to the Ordinances, the definition herein shall prevail when construing this Agreement. 1.1 Advertising shall mean any written communication for the purpose of promoting a product or service.^The Contractor's name and telephone number, and other information provided in the manner specified in this Agreement, is not Advertising. 1.2 Administrator shall mean the City's contract administrator for this Agreement. The Administrator shall be the City employee designated by the City Manager to be the City's official representative in routine discussions with the Contractor regarding this Agreement. 1.3 Agreemen t shall mean this Exclusive Franchise Agreement between the City and the Contractor. 1.4 Applicable Law shall mean any local, state or federal statute, law, constitution, charter, ordinance,judgment, order, decree, permit, rule, regulation, directive, policy, standard or similar binding authority, or a judicial or administrative interpretation of any of the same, which is in effect or is enacted, adopted, promulgated, issued or enforced by a governmental body during the term of this Agreement, and relates in any manner to the performance of the City or Contractor under this Agreement. 1.5 Authority shall mean the Solid Waste Authority of Pahu Beach County. 1.6 Biomedical Waste shall mean any solid or liquid waste which may present a threat of infection to humans, including non-liquid tissue, body parts, blood, blood products, and body fluids from humans and other primates; laboratory and veterinary wastes which contain human disease-causing agents; discarded sharps; and absorbent materials saturated with blood or body fluids. 1.7 BuLk y Waste shall mean a large item that is discarded by a Customer on their Property as a result of normal housekeeping activities, and cannot be placed in a Garbage Cart because of its size, shape or weight. Bulky Waste includes, but is not limited to, White Goods, furniture, fixtures, sinks, toilets, ladders, and large pieces of carpet. 1.8 Certificate of Occupancy shall mean a document issued by the City certifying that a newly constructed or renovated building complies with the City's specifications and is suitable for use. 1.9 Change in Law shall mean the adoption, promulgation, or modification of any Applicable Law after the Effective Date,which directly and substantially affects the Contractor's or City's cost or ability to perform under this Agreement, A Change in Law does not include a change in any tax law or workers' compensation law. 1.10 City shall mean, depending on the context, either (a) the geographic area contained within the boundaries of the incorporated City or (b) the government of the City, acting through the Commission or the Commission's designees. 1.11 City Indemnified Parties shall mean the City, .the Commission and each of its members, and every agent, officer, official, servant, and employee of the City. 2 1.12 City Manager shall mean the City's chief executive officer or the City Manager's designee(s). 1.13 Collection shall mean the process of picking up Solid Waste and Recyclable Materials from a Person that generates such waste and materials, and then transporting and delivering the Solid Waste and Recyclable Materials to a Solid Waste Management Facility. 1.14 Collection Container shall mean Garbage Cans, Garbage Carts, Recycling Containers, and Mechanical Containers. 1.15 Collection Plan shall mean the Contractor's written plan for providing Collection Service in compliance with the requirements in this Agreement. 1.16 Collection Service shall mean one or more of the various services provided by the Contractor for the Collection of Solid Waste and Recyclable Materials. Collection Service includes,but is not limited to Residential Collection Service, Commercial Collection Service, Special Collection Service, and Collection Service provided to the City's facilities. 1.17 Commencement Date shall mean June 1, 2015, which is the date when the Contractor shall begin providing Collection Services in the City pursuant to this Agreement. 1.18 Commercial Collection Service shall mean the Collection of Commercial Waste from a Commercial Customer. Commercial Collection Service also includes the Collection of Source Separated Recyclable Materials from a Commercial Customer, if the Customer requests such service. 1.19 Commercial Customer shall mean any Person that owns or occupies Commercial Property and receives or should receive Commercial Collection Service from the Contractor pursuant to this Agreement. 1.20 _Commercial Lawn Care Company shall mean a Person that provides lawn and garden maintenance services for remuneration. This definition includes landscapers. 1.21 Commercial Property shall .mean real property that is located in the Service Area and not classified as Residential Property. Commercial Property includes property used primarily for: (a) commercial purposes, such as hotels, motels, stores, restaurants, business offices, theaters, and service stations; (b) institutional purposes, such as governmental offices, churches, hospitals, and schools; and (c) not-for-profit organizations. Vacant land, not classified as Improved Property, shall be deemed Commercial Property. 1.22 Commercial Waste shall mean Garbage, Rubbish and Bulky Waste generated on Commercial Property. 1.23 Commission shall mean the City Commission of the City of Delray Beach, Florida. 1.24 Community Events shall mean civic events sponsored by the City or designated by the City pursuant to Section 36.8, below. 1.25 Compactor shall mean a stationary or mobile mechanism that is used to compress and densify Solid Waste in a Mechanical Container. 1.26 Construction and Demolition Debris shall mean discarded materials generally considered to be not water soluble and non-hazardous in nature, including, but not limited to, steel, glass, brick, concrete, 3 asphalt roofing material, pipe, gypsum wallboard, and lumber, resulting from the construction, destruction, or renovation of a structure. 1.27 Consumer Price Index or "CPI" shall mean the "Consumer Price Index—All Urban Consumers," all items, not seasonally adjusted, or the Miami-Ft. Lauderdale, Florida area, Base Period 1.982-84 = 100 (Series ID CUURA320SA0), as published by the U.S. Department of Labor, Bureau of Labor Statistics, or a successor agency. 1.28 Contingency Plan shall mean the Contractor's plan for avoiding an interruption in Collection Service in the event that an emergency or other situation renders the Contractor's operations yard or equipment unusable. 1.29 Contractor shall mean XYZ Company, a corporation. 1.30 Curbside shall mean a location adjacent to a road or right-of-way that abuts a Customer's property and provides access for the Contractor's Collection vehicles. If there is no public access to the Customer's property, Curbside shall mean a location that is adjacent to a public or private roadway where the Contractor may lawfully gain access and provide Collection Service to the Customer. The adjacent location shall be within five(5)feet of the road or right-of-way. 1.31 Customer shall mean, depending on the context, a Commercial Customer or a Residential Customer or both. 1.32 Desi hated Facility shall mean a facility designated by the City for the Recycling or disposal of the Solid Waste and Source Separated Recyclable Materials collected pursuant to this Agreement. 1.33 Disaster Debris shall mean debris that is produced or generated by a natural or human event which is declared a federal disaster. Disaster Debris includes but is not limited to Yard Waste, Construction and Demolition Debris, and Bulky Waste that is produced or generated by such a disaster. 1.34 Disaster Debris Contract shall mean the City's contract(s) with one or more contractors for the removal, transporting, processing, disposal, or Recycling of Disaster Debris, 1.35 District Manager shall mean the employee designated by the Contractor as the Contractor's primary representative with regard to matters involving this Agreement. 1.36 Dwelling Unit shall mean any type of structure or building, or a portion thereof, intended for or capable of being used for residential living. A Dwelling Unit includes a room or rooms constituting a separate, independent living area with a kitchen or cooking facilities, a separate entrance, and bathroom facilities,which are physically separated from other Dwelling Units, whether located in the same structure or in separate structures. However, a room in a licensed hotel or motel is not a Dwelling Unit. 1.37 Effective Date shall mean the date when this Agreement is signed and duly executed by the Commission or its designee, which shall occur after the Agreement is signed and duly executed by the Contractor. 1.38 Electronic Equipment shall mean large electronic devices that have been discarded, including but not limited to computers, monitors, televisions, cathode ray tubes, printers, scanners, and copying machines. 4 i 1.39 Exempt Waste shall mean materials that are exempt from the Contractor's exclusive franchise under this Agreement. 1.40 Meld Supervisor shall mean the Contractor's employee that is responsible for supervising the Contractor's Collection Services in the City. 1.41 First Operating Year shall mean the period beginning on Tune 1, 2015 (i.e., the Commencement Date)and continuing through and including September 30, 2015. 1.42 Franchise Fee shall mean the fee paid by the Contractor for the exclusive right to provide certain Collection Services in the City, and for the other rights and benefits provided to the Contractor under this Agreement. 1.43 Garbage shall mean all kitchen and table food waste, and animal or vegetative waste that is attendant with or results from the storage, preparation, cooking, or handling of food materials. 1.44 Garbage Can shall mean any commonly available metal or heavy-duty plastic container for Solid Waste that has an enclosed bottom and sides, a Eight fitting lid or top, handles on the sides, and a capacity of approximately thirty-five (35) gallons or less. 1.45 Garbage Cart shall inean a Garbage container that is made with heavy-duty hard plastic or other impervious material, with an enclosed bottom and sides, mounted on two wheels, equipped with a tight- fitting hinged lid, having a capacity of approximately one hundred (100) gallons or less, and used for the automated or semi-automated Collection of Garbage and Rubbish. 1.46 Hazardous Waste shall mean Solid Waste, or a combination of Solid Wastes, which, because of its quantity, concentration, or physical, chemical, or infectious characteristics, may cause, or significantly contribute to, an increase in mortality or an increase in serious irreversible or incapacitating reversible illness or may pose a substantial present or potential hazard to human health or the environment when improperly transported, disposed of, stored, treated, or otherwise managed. Hazardous Waste includes any material or substance identified as a hazardous waste, hazardous substance, or hazardous material in the Florida Administrative Code, Florida Statutes, or other Applicable Law, 1.47 Holiday shall mean a day when the Contractor does not need to provide Collection Service to Residential Customers, The only Holidays are Thanksgiving Day and Christmas Day (December 25), unless the City and the Contractor mutually agree to add additional Holidays. 1.48 Improved Property shall mean any cleared, graded or drained real property upon which a building or structure is erected and occupied or capable of being occupied (i.e., a Certificate of Occupancy has been issued) for residential, commercial, institutional or industrial use. 1.49 Indemnified Loss shall mean all actual costs, losses, damages, expenses, and liabilities that a City Indemnified Party incurs or suffers pursuant to or in connection with any act, omission or negligence on the part of the Contractor or any of its agents, employees, or subcontractors in the execution or performance of the Contractor's obligations under or incidental to this Agreement. Such costs include but are not limited to attorneys' fees, court costs, and expert witness fees in trial, appellate, mediation, and bankruptcy proceedings. An Indemnified Loss includes but is not limited to: (a) any bodily injury, sickness, disease, or death; (b) any violation of Applicable Law (including workers' compensation laws, environmental laws, and health and safety laws) or any common law duty; (c) any actual or alleged infringement of any intellectual rights or property of any Person; (d) any pollution in violation of Applicable Law or dainage or destruction to property, natural resources, or the environment; (e) any lawsuit resulting 5 from or challenging the designation by the Contractor of any document or material as exempt from public disclosure; (f) any lawsuit resulting from or challenging the City's decision to award this Agreement to the Contractor; and (h) defending, settling, prosecuting, investigating, or participating in (as a witness or otherwise) any proceeding that arises out of or pertains to any of the foregoing; in each case, without regard to or limitation by the amount or type of ene its, damages, or compensation pay-able by or for the Contractor, any subcontractor, or any subcontractor of a subcontractor under any Applicable Law (including employee benefits, disability benefits, and workers' compensation laws). 1.50 interest shall mean a payment by the City or the Contractor for the use of money, which shall be set at a percentage rate determined pursuant to Section 55,03{1), Florida Statutes. 1.51 Land Clearing Debris shall mean the trees,tree trunks, limbs, stumps, bushes, vegetation, rocks, soil, and other materials resulting from a land clearing or lot clearing operation. 1.52 Legitimate Complaint shall mean any complaint by a Customer or the City in a case where the applicable requirements of this Agreement concerning the Collection of Solid Waste and Source Separated.Recyclable Material were not satisfied by the Contractor. 1.53 Load shall mean the Solid Waste, Recyclable Material, and other cargo that is collected and transported in a Collection vehicle. 1.54 Materials Recovery Facility shall mean a Solid Waste Management Facility that provides for the extraction from Solid Waste of Recyclable Materials, materials suitable for use as a fuel or soil amendment, or any combination of such materials. 1.55 Mechanical Container shall mean a du.mpster, Roll-Off Container, Compactor, or other large container that is placed on and removed from a Person's Premises with mechanical equipment, and used for the Collection of Solid Waste or Source Separated Recyclable Materials. 1.56 Missed Collection shall mean any occasion when the Contractor fails to provide Collection Service to a Customer on a Scheduled Collection Day in compliance with the requirements in this Agreement. 1.57 Multi-Family Collection Service shall mean the collection of Residential Waste from Multi- Family Dwellings pursuant to this Agreement, 1.58 Multi-Family Dwelling shall mean apartments, condominiums, and other structures that have five (5) or more Dwelling Units tinder one roof. 1.59 New Customer shall mean a Person occupying Improved Property that did not receive Collection Services from the City's franchised hauler during the prior year. 1.60 Non-Collection Notice shall mean a written form, tag, or sticker that is used by the Contractor to notify a Customer of the reason(s) why the materials Set Out by the Customer were not collected by the Contractor. 1.61 Non-Conforming Material shall mean any material that is Set Out for Collection in a Recycling Container, but is not a Recyclable Material. 1.62 Operating Day shall mean any calendar day, except Sundays and Holidays, beginning June 1, 2015 and each day thereafter throughout the term of this Agreement. 6 1.63 Operating Month shall mean a calendar month, beginning June 2015 and each month thereafter throughout the term of this Agreement. 1.64 Operating Year shall mean each period of twelve (12) consecutive months, beginning on October 1 and ending on September 30 of the following year, during the term of this Agreement; however,the First Operating Year shall begin on June 1, 2015 and end on September 30, 2015. 1.65 Ordinances shall mean the City's Code of Ordinances. 1.66 OSHA shall mean the Occupational Safety and Health Act and all implementing regulations. 1.67 Reserved. 1.68 Performance Bond shall mean the financial security furnished by the Contractor as a guarantee that the Contractor will perform its work and pay all lawful claims in compliance with the terms of this Agreement. 1.69 Person shall mean any and all persons, natural or artificial, including any individual, firm, partnership,joint venture, or other association, however organized; any municipal or private corporation organized or existing under the laws of the State of Florida or any other state; any City or municipality; and any governmental agency of any state or the federal government. 1.70 Plastic Sag shall mean a heavy-duty plastic or biodegradable bag that has a drawstring at the top and a capacity of approximately forty(40) gallons or less,that is designed to be used for the Collection of Solid Waste, 1.71 Premises shall mean Improved Property. 1.72 Radioactive Waste shall mean any equipment or materials that are radioactive or have radioactive contamination, and are required by law to be stored, treated, or disposed of as radioactive waste. 1.73 Rates shall mean the fees and charges approved by the City for the Contractor's Collection Services. r 1.74 Recovered Materials shall mean metal, paper, glass, plastic, textile, or rubber materials that have known Recycling potential, can be feasibly recycled and have been diverted and source separated or have been removed from the Solid Waste stream for sale, use or reuse as raw materials, whether or not the materials require subsequent processing or separation from each other, but does not include materials destined for any use that constitutes disposal. Recovered Materials as described above are not Solid Waste, Recovered Materials do not include any material or substance that does not fit within one of the six categories described in this definition (metal, paper, glass, plastic, textile, or rubber). Arnong other things, unsorted Construction and Demolition Debris is not a Recovered Material. 1.75 Recyclable Materials shall mean those materials that are capable of being recycled and would otherwise be processed or disposed of as Solid Waste, i 1.76 Recycling shall mean any process by which materials that would otherwise have been Solid Waste, are collected, separated, or processed and reused or returned to use in the form of raw materials or products. 7 1.77 Recycling Bin shall mean a rectangular bin that is made of heavy-duty hard plastic or other impervious material and used for the Collection of Source Separated Recyclable Materials, 1.78 Recyclinp__Cart shall mean a container that is made of heavy-duty hard plastic or other impervious material, with enclosed sides and a bottom, mounted on two wheels, equippe with a tight- fitting hinged lid, and used for the automated or semi-automated Collection of Source Separated Recyclable Materials. 1.79 Recycling Container shall mean any container approved by the Administrator for the Collection of Recyclable Materials, including but not limited to Recycling Bins and Recycling Carts. 1.80 Residential Collection Senice shall mean the Collection of Residential Waste from Residential Property, including Multi-Family Dwellings, pursuant to this Agreement. 1.81 Residential Customer shall mean a Person that is entitled to receive Residential Collection Service. 1.82 Residential Customer List shall mean a list that identifies the Dwelling Units in the Service Area that are entitled to receive Residential Collection Service from the Contractor, 1.83 Residential Proper_ly shall mean each parcel of Improved Property that is included in the Residential Customer List. Residential Property generally includes each parcel of Improved Property in the Service Area on which there is a Dwelling Unit, including a single-family Dwelling Unit, duplex, j triplex, quadraplex, mobile home, or Multi-Family Dwelling; however, the Administrator may determine that some parcels of Improved Property with Dwelling Units (e.g., mixed use buildings that are predominantly commercial) will be excluded from the Residential Customer List and treated as Commercial Property. 1.84 Residential Waste shall mean Garbage, Rubbish, Yard Waste, Recyclable Materials, and Bulky Waste generated by a Customer upon the Customer's Residential Property. 1.85 Roll-Off Container shall mean a large metal container used for the Collection of Solid Waste or Source Separated Recyclable Materials, which is rolled-off of a motor vehicle when the container is placed at a Collection site and then rolled onto the vehicle when the container is ready to be transported to a Solid Waste Management Facility. 1.86 Rubbish shall mean waste material(other than Garbage, Yard Waste, and Bulky Waste) resulting from normal housekeeping activities on Residential Property. Rubbish includes but is not limited to discarded trash, rags, sweepings, packaging, Recyclable Materials that are not source separated, and similar materials. 1.87 Scheduled Collection Day shall mean a day when the Contractor is scheduled to collect a Customer's Source Separated Recyclable Materials or one of the other components of the Customer's Residential Waste. 1.88 Service Area shall mean the incorporated area of the City. 1.89 Set Out shall mean the preparation and placement of Solid Waste and Source Separated Recyclable Materials for Collection at the Customer's Premises in accordance with the requirements in this Agreement. 8 1.90 Side Door Service shall mean the Collection of Solid Waste and Source Separated Recyclable Materials from a Residential Customer's side yard, back yard, or other location that is not Curbside. Side Door Service is a Special Collection Service. 1.91 Sludge shall mean the accumulated solids, residues and precipitates generated as a result of waste treatment or processing including wastewater treatment, water supply treatment, or operation of an air pollution control facility, and mixed liquids and solids pumped from septic tanks, grease traps, privies, or similar disposal appurtenances or any other waste having similar characteristics. 1.92 Solid Waste shall mean Sludge unregulated under the federal Clean Water Act or Clean Air Act, Sludge from a waste treatment works, water supply treatment plant, or air pollution control facility, or Garbage, Rubbish, refuse, special waste, or other discarded material, including solid, liquid, semi-solid, or contained gaseous material resulting from domestic, industrial, commercial, mining, agricultural or governmental operations. Solid Waste includes but is not limited to Biomedical Waste, Bulky Waste, Commercial Waste, Construction and Demolition Debris, Disaster Debris, Electronic Equipment, Garbage, Hazardous Waste,Land Clearing Debris, Radioactive Waste, Recyclable Materials that have not been source separated, Residential Waste,Rubbish., White Goods, and Yard Waste. 1.93 Solid Waste Management Facility means any Solid Waste disposal area, volume reduction plant, transfer station, Materials Recovery Facility, or other facility, the purpose of which is resource recovery or the disposal, Recycling, processing, or storage of Solid Waste. The term does not include Recovered Materials processing facilities that meet the requirements of Section 403.7046, Florida Statutes, except the portion of such facilities, if any, which is used for the management of Solid Waste. 1.94 Source Separated Recyclable Materials shall mean Recyclable Materials that are separated from the Solid Waste at the location where they are generated (e.g., Residential Property) and then Set Out for Collection at that location. 195 Special Collection Service shall mean the Collection of discarded material in response to a Customer's request, at times other than the Customer's Scheduled Collection Day for such material, or in quantities that are greater than the amounts authorized herein for Collection on the Customer's Scheduled Collection Day. Special Collection Service also includes any services requested by a Customer that are in addition to or different than the normal Collection Service provided to similar Customers. The City also may request Special Collection Services, in addition to the Collection Services it normally receives. 1.96 Tippinp_Fee shall mean a fee that is paid for the disposal of Solid Waste. 1.97 Transfer Station shall mean the County's transfer station located at 1901 SW 4"'Avenue, Delray Beach, Florida, which is leased to the Authority and used to receive, temporarily store, and then load Solid Waste into vehicles for transport to the Authority's facilities. 1.98 Transition Period shall mean the period of time between the Effective Date and the Commencement Date. 1.99 Transition Plan shall mean a document describing in detail the activities that will be undertaken, and the schedule that will be followed, by the Contractor to ensure that the Contractor successfully provides Collection Service in compliance with this Agreement on the Commencement Date. 1.100 White Goods shall mean large discarded appliances, including but not limited to refrigerators, ranges, washing machines, clothes dryers,water heaters, freezers, and air conditioners. White Goods must 9 be generated by the Customer at the Customer's Improved Real Property where the White Goods are collected. 1.101 Yard Waste shall mean any vegetative matter resulting from yard and landscaping maintenance, including but not limited to shrub and tree trimmings, grass clippings, palm fronds, and branches. 2. CONTRACTOR'S FRANCHISE 2.1 EXCLUSIVE FRANCHISE FOR RESIDENTIAL AND COMMERCIAL COLLECTION SERVICE Subject to the conditions and limitations contained in this Agreement, the Contractor is hereby granted an exclusive franchise to provide Residential Collection Service and Commercial Collection Service in the Service Area. The Contractor's franchise includes the exclusive right to collect; (a) Garbage, Rubbish, Yard Waste, Bulky Waste, and Source Separated Recyclable Materials that are generated on Residential Property and collected at Curbside; (b) Garbage, Rubbish, Bulky Waste, and Source Separated Recyclable Materials that are generated on Residential Property where the Garbage and Rubbish are collected in Mechanical Containers; and (c) Garbage, Rubbish, and Bulky Waste generated on Commercial Property. The Contractor shall have the sole right to provide these Collection Services in the Service Area. The Contractor shall have the sole responsibility for providing these Collection Services in compliance with the requirements set forth in this Agreement. 2.2 NON-EXCLUSIVE FRANCHISE FOR SOURCE SEPARATED RECYCLABLE MATERIALS GENERATED ON COMMERCIAL PROPERTY Subject to the conditions and limitations contained in this Agreement, the Contractor is hereby granted anon-exclusive franchise for the Collection of So urce Separated Recyclable Materials generated on Commercial Property in the Service Area. At its option, the City may grant any other Person a non-exclusive franchise for the Collection of Source Separated Recyclable Materials generated on Commercial Property in the Service Area, 2.3 LIMITATIONS ON THE CONTRACTOR'S FRANCHISE This Agreement only grants a franchise for the services and types of Solid Waste that are explicitly addressed herein. No other services or materials are subject to the Contractor's franchise under this Agreement, Section 21, below, identifies some of the materials that are not subject to the Contractor's franchise. 3. TERM OF THIS AGREEMENT 3.t INITIAL TERM OF FRANCHISE AGREEMENT This Agreement shall take effect and be binding upon the parties from the Effective Date until the date when this Agreement is terminated or expires. The initial term of this Agreement shall begin on the Effective Date and continue through and including September 30, 2022, unless this Agreement is terminated earlier. 3.2 CITY'S OPTION TO RENEW THE AGREEMENT 10 At the end of the initial term and at the end of each renewal term (if any), the City shall have the right to renew this Agreement for an additional one (1) year period, unless the Contractor gives written notice to the City Manager that the Contractor is not willing to renew this Agreement and such notice is delivered at least three hundred and sixty (360) calendar days before the end of the then current term of the Agreement. With regard to the initial term and each renewal term (if any), the City shall give written notice to the Contractor at least one hundred eighty (180) calendar days before the end of the then current term if the City wishes to renew this ,Agreement. � Each renewal term shall be one year in duration, unless the City and Contractor mutually agree to a longer term. Notwithstanding the City's right to renew this Agreement, the cumulative duration of all renewal terms shall not exceed five (5) years. During each renewal terra (if any), the City and the Contractor shall be subject to the conditions and limitations that are contained herein, unless the City and the Contractor agree otherwise. 4. THE SERVICE AREA 4.1 DESCRIPTION OF THE SERVICE AREA The Service Area includes all of the land located within the incorporated areas of the City. A general map of the Service Area is provided in Exhibit 1. 4.2 ADJUSTMENTS TO THE SERVICE AREA The boundaries of the Service Area may be adjusted if lands are added to or removed from the City pursuant to an annexation, interlocal agreement, or similar change. In such cases, the rights of the Contractor may be revised in accordance with Section 171.062, Florida Statutes, or other Applicable Laws. The annexation of lands after the Effective Date may require the Contractor to provide Collection Services in the annexed area or, in the alternative, such area may be served by another Person. In either case,the Contractor shall provide its services to the City(with or without the annexed area) for the Rates established in this Agreement. There shall be no change in the Contractor's Rates if Collection Service in the annexed area is provided by another Person. 5. CONTRACTOR'S OBLIGATIONS PRIOR TO COMMENCEMENT DATE 5.1 CONTRACTOR'S TRANSITION PLAN Contractor shall ensure that there is no disruption experienced by Customers when the Contractor begins to provide its services under this Agreement on the Commencement Date. Accordingly, Contractor shall prepare and provide a Transition Plan to the Administrator promptly after the Effective Date. At a minimum, the Transition Plan shall demonstrate that the Contractor will hire and train the necessary personnel, and procure and prepare the necessary vehicles and equipment, prior to the Commencement Date. The Transition Plan also shall explain how and when the Contractor will provide Collection Containers to Customers prior to the Commencement Date. The Transition Plan is subject to the approval of the Administrator. If requested at any time, the Contractor shall provide additional information to the Administrator concerning the Transition Plan, revise the plan within twenty (20) calendar days, and resubmit the plan for the Administrator's approval. 11 �I 5.2 DEADLINES FOR THE CONTRACTOR'S TRANSITION PLANNING The Contractor shall provide its Transition Plan to the Administrator on or before January 30, 2015. At a minimum, the Contractor shall address the following specific performance requirements in thie Transition Plan and shall accomplish deadlines: (a) On or before February 1.3, 2015, Contractor and City shall meet and discuss the Contractor's Transition Plan and any other matters that will help ensure the successful implementation of the Contractor's Transition Plan. (b) On or before.March 2, 2015, Contractor shall provide the Administrator with a Collection Plan, pursuant to Section 23, below, which shall be subject to the approval of the Administrator, (c) On or before March 16, 2015, Contractor shall provide the Administrator with documentation demonstrating that all necessary Collection vehicles, equipment, and Collection Containers have been ordered and will be delivered to Contractor's equipment yard no later than May 15, 2015. (d) On or before April 1, 2015, Contractor shall }provide the Administrator with a plan for the assembly and distribution of any Garbage Carts and Recycling Carts that will be provided to the Customers. (e) On or before April 15, 2015, Contractor shall provide the Administrator with a written safety plan covering all aspects of the Contractor's operations under this Agreement, in compliance with the requirements of Section 22, below. The Contractor also shall provide the Administrator with a Contingency Plan, pursuant to Section 37.4, below. (f) On or before May 1, 2015, the Contractor shall have its supervisors, drivers, and other relevant personnel familiarize themselves with the proposed routes and schedules for providing Collection Service, and they shall drive each street on each route to ensure that the proposed routes and schedules are appropriate. (g) On or before May 1, 2015, the Contractor shall provide the Administrator with electronic (digital) copies of the notices, brochures, and informational material the Contractor intends to provide to Customers concerning the Collection Services it will provide under j this Agreement. The notices, brochures, and informational materials shall be designed to satisfy the requirements in Section 35, below. The notices, brochures, and informational materials shall be subject to the Administrator's approval and shall be delivered in compliance with the requirements in Section 35. (h) On or before May 15, 2015, Contractor and the Administrator shall meet and discuss the status of Contractor's Transition Plan and its implementation. (i) On or before May 15, 2015, the Contractor shall confirm in writing to the Administrator that all of the vehicles and equipment necessary to provide Collection Service have been delivered to the Contractor's equipment yard. in addition, Contractor shall confirm in writing to the Administrator that all of the Collection Containers necessary to provide Collection Service have been delivered to the Contractor's equipment yard and will be 12 delivered to Customers in accordance with the Contractor's approved schedule for the distribution of the Collection Containers. (j) On or before May 20, 2015, Contractor shall confirm in writing to the Administrator that all of e vehicles necessary to provide Collection Service have , tagged, and equipped, and are ready to perform in compliance with the requirements of this Agreement. (k) On or before May 20, 2015, Contractor shall provide the Administrator with: (a)a vehicle list that identifies the make, model, year, we weight, license tag number, and identification number for each Collection vehicle; and (b) a list of all of the Mechanical Containers that will be used by the Contractor under this Agreement. The list of Mechanical Containers shall include the identification number and capacity of each Mechanical Container. (1) On or before May 27, 2015, Contractor shall confirm in writing to the Administrator that: (1)the Contractor has delivered the City-approved notices, brochures, and informational materials to all of the Customers in compliance with this Agreement; (2) Contractor has hired and trained all of the employees needed to provide Collection Service in compliance with the requirements in this Agreement; and (3) all of the Contractor's drivers have inspected their Collection routes and confirmed their ability to complete their routes on the Scheduled Collection Days. (in) On or before May 31, 2015, Contractor shall confirm in writing to the Administrator that it has delivered all of the Collection Containers needed to provide Collection Service in compliance with this Agreement. 6. GENERAL SCOPE OF CONTRACTOR'S DUTIES AFTER COMMENCEMENT DATE This Section 6 describes the general scope of the Contractor's duties under this Agreement. The general requirements in this Section 6 are supplemented by the specific requirements in other sections of this Agreement. Subject to the conditions contained herein,the Contractor shall: (a) provide Residential Collection Service and Commercial Collection Service in the Service Area; (b) deliver all of the Residential Waste, Commercial Waste, and Source Separated Recyclable Materials it collects under this Agreement to the Designated Facilities; (c) comply at all times with the requirements in this Agreement and Applicable Law; (d) provide all labor, services, supervision, materials, and equipment necessary to accomplish the Contractor's work under this Agreement; and (e) perform all of its work under this Agreement at Contractor's sole expense, in exchange for the payments by the City and Customers that are authorized herein. 13 7. CONTRACTOR'S SPECIFIC COLLECTION SERVICES 7.1 GENERAL REQUIREMENTS FOR RESIDENTIAL COLLECTION SERVICE AT CURBSIDE The Contractor shall provide the following Residential Collection Services to each Residential Customer that resides in: (a) a single family Dwelling Unit; (b) a duplex; (c) a triplex; (d) a quadraplex; (e) a mobile home; or (f) a Multi-Family Dwelling that cannot receive Collection Service with a Mechanical Container, as determined by the Administrator. 7.1.1 The Contractor shall collect each Customer's Garbage and Rubbish at the Curbside twice each week. The Contractor shall provide this service by using automated or semi-automated equipment and Garbage Carts, except in the areas designated by the City for the Collection of Garbage and Rubbish in Plastic Bags, Exhibit 1 identifies the Residential Property where the Contractor shall collect Garbage and Rubbish that is Set Out in Plastic Bags. 7.1.2 The Contractor shall collect each Customer's Source Separated Recyclable Materials at the Curbside once each week. The Contractor shall provide this service by using Recycling Bins provided by the Authority. 7.1.3 The Contractor shall collect each Customer's Bulky Waste and Yard Waste at the Curbside once each week. 7.1.4 Except as otherwise expressly provided herein, the Contractor shall collect all of the Garbage, Rubbish, Yard Waste, Bulky Waste, and Source Separated Recyclable Materials that are Set Out at Curbside b y each Customer. 7.1.5 The Contractor shall collect all of the Garbage and Rubbish that is Set Out at Curbside in a Customer's Garbage Cart(s). On the first Scheduled Collection Day for Garbage and Rubbish after a Holiday, the Contractor also shall collect all of the Garbage and Rubbish that is Set Out by a Residential Customer in Plastic Bags. If a Customer with a Garbage Cart Sets Out Garbage and Rubbish in Plastic Bags or Garbage Cans at other times, the Contractor may leave the Plastic Bags and Garbage Cans at Curbside. If the Contractor does, the Contractor shall place a Non- Collection Notice on the Plastic Bags and Garbage Cans and the Contractor shall comply with the requirements in Sections 15.1 and 15.5, below. 7.2 RESIDENTIAL COLLECTION SERVICE AT CURBSIDE FOR RECYCLABLE MATERIALS The Contractor shall collect all of the Source Separated Recyclable Materials that Residential Customers Set Out in Recycling Bins or paper bags at Curbside. The Contractor also shall collect the cardboard that is Set Out at Curbside if the cardboard is folded or cut into pieces no larger than three (3) feet by three (3) feet in size. At a minimum, the Contractor shall collect all of the following Source Separated Recyclable Materials: (a) newspapers, cardboard, magazines, phone books, paper, cereal boxes, and other similar fiber products; (b) ferrous and nonferrous cans and beverage containers; (c) plastic bottles and containers (Nos. 1 through 7); (d) glass bottles and containers; (e) aseptic or poly-coated food and beverage containers; (f) any other Source Separated Recyclable Materials that are accepted and recycled by the Authority's facilities; and (g) other Recyclable Materials designated by the Administrator and approved by the Contractor. 1.4 The City currently collects Source Separated Recyclable Materials in a "dual stream"— i.e., paper and fiber products are collected in one Recycling Bin and a second Recycling Bin is used for the Collection of other Recyclable Materials, including aluminum cans, metal cans, plastic bottles, and glass bottles, When the Contractor Curbside, the Contractor shall place these two different categories of Recyclable Materials into separate compartments in the Contractor's Collection vehicles. 7.3 RESIDENTIAL COLLECTION SERVICE AT CURBSIDE FOR BULKY WASTE 73.1 The Contractor shall collect all of the Bulky Waste that is Set Out at Curbside by Residential Customers, except as provided in Section 7.3.2. There is no size or weight limit for any item of Bulky Waste. 7.3.2 If a Residential Customer places Construction and Demolition Debris at the Curbside, the Contractor shall collect the Construction and Demolition Debris as Bulky Waste, but the Contractor is not required to collect more than two (2) cubic yards of Construction and Demolition Debris from any Residential Customer on any Scheduled Collection Day. If a Residential Customer Sets Out more than two (2) cubic yards of Construction and Demolition Debris for Collection, the Contractor shall collect at least two (2) cubic yards of the Customer's Construction and Demolition Debris on the Scheduled Collection Day for Bulky Waste, but the Contractor may leave the remainder. If the Contractor elects to leave some of the Construction and Demolition Debris at Curbside: (a) the Contractor shall return each Scheduled Collection Day thereafter and collect a minimum of two (2) cubic yards of the Customer's Construction and Demolition Debris each time until all of the Construction and Demolition Debris is removed; and (b) the Contractor shall place a Non-Collection Notice on the remaining materials or on the Customer's door knob, in compliance with Section 15.1, below. 7.4 RESIDENTIAL COLLECTION SERVICE AT CURBSIDE FOR YARD WASTE 7.4.1 The Contractor shall collect the Yard Waste that is Set Out at Curbside by each Residential Customer. The Contractor shall not collect Yard Waste with Bulky Waste in the same vehicle; Bulky Waste and Yard Waste shall be collected in separate vehicles. 7.4.2 The Contractor is not required to collect more than six (6) cubic yards of Yard Waste from a Residential Customer in one day. If a Residential Customer Sets Out more than six (6) cubic yards of Yard Waste for Collection, the Contractor shall collect at least six (6) cubic yards of the Customer's Yard Waste on the Scheduled Collection Day for Yard Waste, but the Contractor may leave the remainder, If the Contractor leaves some of the Yard Waste at Curbside, the Contractor shall return each Scheduled Collection Day thereafter and collect a minimum of six (6) cubic yards of Yard Waste each time until all of the Yard Waste is removed. 7.4.3 Yard Waste may be Set Out at Curbside in Garbage Cans, Garbage Carts, biodegradable bags, or Plastic Bags. Yard Waste also may be tied, bundled, or stacked in piles at Curbside. 7.4.4 With regard to the Yard Waste that is Set Out at Curbside, the Contractor shall collect: (a) each palm frond, regardless of the length or weight of the palm frond; and (b) each 15 natural Christmas tree, unless the Christmas tree exceeds eight (8) feet in length or fifty (50) pounds in weight. With regard to other types of Yard Waste, the Contractor is not required to collect any single piece of Yard Waste that exceeds six (6) feet in length or fifty (50) pounds in weight. The Contractor also is not required to collect Land Clearing Debris, 7.4.5 If the Contractor elects to leave any Yard Waste or Land Clearing Debris at Curbside, the Contractor ,shall place a Non-Collection Notice on the remaining material or on the Customer's doorknob, in compliance with Section 15.1, below. 7.5 RESIDENTIAL COLLECTION SERVICE AT CURBSIDE FOR TIRES The Contractor shall collect automobile tires that are Set Out at Curbside for Collection as Bulky Waste, but the Contractor is not required to collect more than two (2) tires from any Residential Customer on any Operating Day. The Contractor is not required to collect more than four (4) tires from any Residential Customer in any Operating Year. A Non-Collection Notice shall be provided to the Customer in compliance with Section 15.1. if the Contractor leaves any tires at the Customer's Premises. 7.6 RESIDENTIAL COLLECTION SERVICE AT CURBSIDE FOR EXCESS AND OVERSIZED MATERIALS This Agreement does not require the Contractor to collect the following materials at Curbside from any Residential Customer on a single Operating Day; (a) Yard Waste that exceeds six (6) cubic yards; (b) Construction and Demolition Debris that exceeds two (2) cubic yards; (c) more than two (2) tires; or (d) any item of Yard Waste that exceeds the size and weight limits in Section 7.4.4, above. At its option, however,the Contractor may collect such materials as part of its routine Collection Service for Residential Customers. The Contractor also may collect such materials as a Special Collection Service. However, the Contractor shall not charge a separate fee for the Collection of these materials, unless the Customer agreed to pay the applicable Rate before the Contractor provided its Special Collection Service, The Contractor shall bill and collect its Rates directly with the Customer for any Special Collection Service. 7.7 RESIDENTIAL SIDE DOOR SERVICE 7.7.1 The Contractor shall provide Side Door Service to any Residential Customer that requests and pays for such service. The Contractor shall offer Side Door Service for the Collection of Garbage, Rubbish, and Source Separated Recyclable Materials, but the Contractor is not required to offer Side Door Service for the Collection of Yard Waste or Bulky Waste. 7.7.2 The Contractor shall provide Side Door Service to a Residential Customer, without charging its Rate for Side Door Service, if the Administrator determines that the Residential Customer is physically unable to deliver its Garbage, Rubbish, and Recyclable Materials to the Curbside and there are no able-bodied people living with the Residential Customer. The Administrator shall require a letter or other documentation from a physician before the Administrator concludes that a Residential Customer is physically unable to use Curbside Collection Service. 7.8 RESIDENTIAL COLLECTION SERVICE FOR MULTI-FAMILY DWELLINGS 16 i The Contractor shall provide the following services to each Customer that resides in a Multi- Family Dwelling, unless the Customer receives Collection Service at Curbside: 7.8.1 All of the Customer's Garbage and Rubbish shall be collected at the Customer's Premises at least two (2)times each week. i 7.8.2 Reserved. 7.8.3 If a Customer at a Multi-Family Dwelling generates less than two (2) cubic yards of Garbage and. Rubbish each week, the Customer may Set Out its Garbage and Rubbish in Garbage Carts. 7.8.4 The Contractor shall provide Recycling Carts or other centrally located Recycling Containers for those Customers that reside in Multi-Family Dwellings and use Mechanical Containers for the disposal of Garbage and Rubbish. The Contractor shall collect all of the Source Separated Recyclable Materials that are placed into the Recycling Containers. The Contractor also shall collect cardboard that has been placed next to the Recycling Containers, Source Separated Recyclable Materials shall be collected at least once each week at each Multi-Family Dwelling. 7.8.5 The Contractor shall collect all of the Bulky Waste that is placed outside of the Mechanical Containers (if any)used at a Multi-Family Dwelling. Bulky Waste shall be collected at least once each week at each Multi-Family Dwelling. 7.9 COLLECTION OF GARBAGE AND RUBBISH FROM COMMERCIAL PROPERTY 7.9.1 The Contractor shall collect all of the Garbage and. Rubbish that is Set Out by each Commercial Customer in the Service Area. This Collection Service shall be provided at least once each week for each Commercial Customer. This service shall be provided at least twice each week for each restaurant, grocery store, and other Commercial Customer that generates significant quantities of Garbage, unless the Administrator approves a different schedule for Collection. 7.9.2 The Contractor shall use Mechanical Containers to provide Commercial Collection Service for Garbage and Rubbish. However, the Contractor shall allow a Commercial Customer to Set Out its Garbage and Rubbish in Garbage Carts if the Commercial Customer generates less than two (2) cubic yards of waste each week. 7.10 COLLECTION OF SOURCE SEPARATED RECYCLABLE MATERIALS FROM COMMERCIAL PROPERTY The Contractor shall collect Source Separated Recyclable Materials from Commercial Property when such service is requested by a Commercial Customer. The Contractor may offer to collect Source Separated Recyclable Materials from any Person that owns or occupies Commercial Property. 7.11 COLLECTION OF CONSTRUCTION AND DEMOLITION DEBRIS,BULKY WASTE AND YARD WASTE FROM COMMERCIAL PROPERTY The Contractor shall collect Construction and Demolition Debris, Bulky Waste, and Yard Waste, if a Commercial Customer requests the Contractor to collect these materials. However, the 17 i Contractor shall not have the exclusive right to collect Construction and Demolition Debris, Bully Waste, or Yard Waste from Commercial Customers in the Service Area. 7.12 SPECIAL COLLECTION SERVICE The Contractor may provide Special Collection Services for Residential Customers and Commercial Customers. The Special Collection Services for Residential Customers include but are not limited to Side Door Service pursuant to Section 7.7, the collection of excess and oversized material pursuant to Section 7.6, and the collection of any type of Solid Waste on a day that is not the Customer's Scheduled Collection Day for that type of waste. Similarly, the Contractor may provide Special Collection Services for Commercial Customers, including but not limited to the services identified in Exhibit 3D. 8. HOURS AND DAYS OF CONTRACTOR'S COLLECTION SERVICES 8.1 The Contractor may provide Collection Service to Residential Customers every day of the year, except Sundays and Holidays. The Contractor shall offer, and upon request shall provide, Collection Services to Commercial Customers every day of the year, except Sundays and Holidays. 8.2 The Contractor shall not provide Residential Collection Service or Commercial Collection Service at any location before 6:00 a.m. or after 6:00 p.m. The Contractor shall not provide Collection Service for Multi-Family Dwellings before 7:00 a.m. The Contractor shall not provide Collection Service with a Mechanical Container at any location within one hundred fifty (150)yards of a residential Dwelling Unit before 7:00 a.m. 8.3 If the City receives complaints about the noise or disturbance caused by the Contractor's Collection Services at a particular location, the Administrator may restrict the tines for the Contractor's Collection Services at that location, without increasing the Contractor's Rates. 8.4 Notwithstanding anything else contained herein, the hours and days of Collection Service may be extended or modified (a) when such change is requested by the Contractor and approved in advance by the Administrator and (b) when the Administrator determines that such change is necessary or otherwise appropriate. 9. SCHEDULES AND ROUTES FOR COLLECTION SERVICES 9.1 SCHEDULES AND ROUTES The Contractor shall establish Collection routes and schedules that satisfy the requirements of this Agreement and maximize the efficiency of the Contractor's operations. The routes established under this Agreement shall be separate from the routes the Contractor uses for the Collection of Solid Waste generated outside of the Service Area(e.g., in the unincorporated area of Palm Beach County or another municipality). The Contractor shall submit its proposed routes and schedules to the Administrator as part of the Collection Plan that is required pursuant to Section 23, below. After the Contractor's Collection Plan is approved, the Contractor shall provide Collection Service in accordance with the approved routes and schedules in the Collection Plan. 18 9.2 SCHEDULED COLLECTION DAYS FOR BULKY WASTE,YARD WASTE,AND SOURCE SEPARATED RECYCLABLE MATERIALS The Contractor shall collect a Residential Customer's Bulky Waste on the first Scheduled Collection Day each week for the Collection of that Customer's Garbage and Rubbish, The Scheduled Collection Day for a Residential Customer's Yard Waste may be either one of the two (2) Scheduled Collection Days each week for the Collection of that Customer's Garbage and Rubbish. The Scheduled Collection Day for a Residential Customer's Source Separated Recyclable Material may be either one of the two (2) Scheduled Collection Days each week for the Collection of that Customer's Garbage and Rubbish. 9.3 SCHEDULES FOR TWICE WEEKLY SERVICE Whenever the Contractor is required to provide any Collection Service two (2) times per week pursuant to this Agreement, the Scheduled Collection Days shall be seventy-two (72) hours apart, unless the Administrator approves a different schedule. 10. CHANGES TO COLLECTION SCHEDULES AND ROUTES FOR RESIDENTIAL SERVICE 1.0.1 NO CHANGES WITHOUT ADMINISTRATOR'S APPROVAL After the Commencement Date, the Contractor shall not change a route or a schedule for Residential Collection Service until the Contractor receives the Administrator's written approval for the proposed change, The Contractor shall submit a description of all proposed route and schedule changes to the /-administrator at least thirty (30) calendar days prior to the implementation of such changes. 10.2 HOLIDAY SCHEDULES 10.11 The Contractor is not required to provide Collection Service on Thanksgiving Day or Christmas Day. 10.2.2 If a Residential Customer receives Collection Service at Curbside, and tlae Customer's Scheduled Collection Day for Garbage falls on a Holiday, the Contractor may delay the Collection of the Customer's Garbage until the first Scheduled Collection Day for the Collection of the Customer's Garbage following the Holiday. Consequently, the Customer will receive Collection Service for Garbage only one time during the week of the Holiday. 10.2.3 If a Residential Customer receives Collection Services at Curbside and the Customer's Scheduled Collection Day for Bulky Waste, Yard Waste, or Source Separated Recyclable Materials falls on a Holiday, the Contractor may delay the Collection of such material until the next Scheduled Collection Day for that type of material. Consequently, the Customer will not receive Collection Service until the week after the Holiday. 10.2.4 If a Residential Customer receives Collection Service with a Mechanical Container and the Customer's Scheduled Collection Day for Garbage or Source Separated Recyclable Materials falls on a Holiday, the Contractor shall provide Collection Service to the Customer on the first Operating Day after the Holiday. 1.9 1.0.3 PUBLIC NOTICE OF CHANGES If the Administrator approves a change in the Contractor's schedules or routes, the Contractor shall provide all affected Customers with a written notice of the change and shall comply with tile 1equilellients in Section 35, below, Unless a diffit-iUnt notice is author,.--- ly the Administrator. 10.4 NOTICE OF TEMPORARY DELAYS The Contractor shall infonn the Administrator about any event(e.g., disabled trucks, accidents, or shortage of staff) that will cause delays in the Contractor's normal Collection Schedule and the Contractor shall provide such notice within two (2)hours of the event. 10.5 NO DELAYS EXCUSED FOR FLUCTUATIONS IN SOLID WASTE QUANTITIES The quantity of Solid Waste generated in the City may fluctuate during an Operating Year and from year-to-year. These fluctuations will not justify or excuse a failure by the Contractor to provide Collection Service in compliance with the approved schedules and routes. The Contractor is responsible for the timely Collection of all of the Solid Waste and Recyclable Material that is Set Out on the Scheduled Collection Days, subject to the conditions herein, regardless of any fluctuations in the amount of material that is Set Out. 11. MANDATORY CHANGES TO COLLECTION SERVICE 11.1 If a Customer will receive Collection Service with Mechanical Containers, the Contractor and Customer initially shall determine the size of the Collection. Container that will be used and the frequency of the Collection Service; however, Collection Service shall be provided at least once per week for all Customers and at least twice per week for all restaurants, grocery stores, and other Commercial Customers that generate significant quantities of Garbage, unless the Administrator approves less frequent Collection Service. The Contractor also may provide less frequent Collection Service for the Collection of Construction and Demolition Debris. 11.2 The City shall have the right to increase or decrease the frequency of Collection Service, and the size and number of the Collection Containers, used by any Customer. The size of the Collection Container and the frequency of Collection Service provided to a Customer shall be sufficient to ensure that the Collection Container is not overfilled and Solid Waste is not placed outside the Collection Container between Scheduled Collection Days. If necessary, the City may initiate a Code enforcement proceeding against the Customer to ensure that the Customer receives an appropriate level of service. If the Contractor and the Customer cannot agree about the size of the Collection Container or the frequency of Collection Service, the Contractor or the Customer may notify the Administrator about their dispute. In such cases, the City shall detennine whether it is necessary to change the frequency of service or the size of the Collection Container, and the Contractor shall provide its service in compliance with the City's determination. The Customer shall pay the appropriate Rates for the Contractor's Collection Service, whether the level of service is increased or decreased. 12. THE RESIDENTIAL CUSTOMER LIST 12.1 The City shall prepare a Residential Customer List, which identifies each Dwelling Unit that is entitled to receive Residential Collection Service from the Contractor pursuant to this Agreement. No later than ninety (90) calendar days before the Commencement Date, the City shall provide 20 i its preliminary Residential Customer List to the Contractor. The preliminary Residential Customer List shall be based on the City's list of people and Improved Property that currently are included in the assessment roll used by the Authority to assess and collect a non-ad valorem special assessment for disposal services. The preliminary Residential Customer List shall be subject to any additions or deletions deemed appropriate by the City. If the Contractor believes the Residential Customer List is inaccurate or incomplete, the Contractor shall promptly notify the Administrator about any proposed additions, deletions, or other revisions to the Residential Customer List. 12.2 The Contractor shall have an affirmative duty to help ensure that the Residential Customer List is accurate at all times. The Contractor shall notify the City within five (5) Operating Days if the Contractor begins to provide Residential Collection Service to a parcel of Improved Property that is not on the Residential Customer List. The Contractor also shall notify the City within five (5) Operating Days if the Contractor identifies a parcel of Improved Property that should be added to or deleted from the Residential Customer List. 12.3 The City shall notify the Contractor promptly after(a) a Certificate of Occupancy is issued by the City for a new Dwelling Unit that should be added to the Residential Customer List and (b) the City begins to provide water service to such Dwelling Unit. After receiving this notification, the Contractor shall begin to provide Residential Collection Service to the Dwelling Unit within three(3) Operating Days, except as otherwise provided herein. 12.4 The City shall notify the Contractor if the City wants the Contractor to terminate its Residential Collection Service to a Dwelling Unit, The Contractor shall terminate its Residential Collection Service within three(3) Operating Days after receiving the City's notice. 12.5 The City shall update the Residential Customer List at least once each Operating Month. The City shall adjust the Residential Customer List to correspond with the occupancy of existing and new buildings, as well as the demolition of old buildings. Further, the Residential Customer List shall be revised to show that an existing Dwelling Unit is unoccupied if the City has temporarily or permanently terminated water service to the Dwelling Unit at the Customer's request. A new Dwelling Unit shall be deemed to be occupied when a Certificate of Occupancy has been issued and water service has been provided by the City. At a minimum, the updated Residential Customer List shall identify the changes in occupancy that occurred two (2) months before the update occurred. For example, when the list is updated in June of each year, the list should at least reflect the addition of new buildings and the demolition of old buildings in April of the same year. 13. PROPER COLLECTION PROCEDURES FOR CONTRACTOR 13.1 When providing Collection Services, the Contractor shall thoroughly empty the Customer's Collection Containers and return them in an upright position to the location where they were placed by the Customer. 13.2 After the Contractor empties a Collection Container that has a lid, the Contractor shall place the lid back on top of the Collection Container and close it securely. 13.3 The Contractor shall handle Collection Containers carefully and in a manner to prevent damage. Garbage Cans, Garbage Carts, Recycling Containers, and their lids shall not be tossed or thrown by the Contractor. 21. 13.4 The Contractor shall provide Collection Service with as little noise and disturbance as possible. 13.5 The Contractor shall be responsible for the proper handling of any White Goods and Electronic Equiprnent that the Contractor collects. The Contractor shall take appropriate steps to minimize the telease of Fteon, cootarits, and otlica sinillat materials from Whit Goods. Among other things, the Contractor shall not crush or compact any White Goods or Electronic Equipment that the Contractor collects, if such materials are Set Out separately for Collection. However, a Customer is not required to remove Freon, coolants, or other similar materials from White Goods before the White Goods are Set Out, and the Contractor is not required to remove such materials from the White Goods before the White Goods are collected. Any item of Bulky Waste containing chlorofluorocarbons ("CFC") shall be delivered to the Authority's landfill or a scrap metal dealer. 14. RESTRICTIONS ON COLLECTION OF MIXED LOADS 14.1 During the Collection process, Garbage and Rubbish may be combined by the Contractor. 14.2 During the Collection process, the Contractor shall not combine Source Separated Recyclable Materials and Electronic Equipment with each other or with any other type of material. However, the Contractor shall have no obligation to separate these materials if the Customer placed them in a Collection Container with Garbage or other types of Solid Waste. If necessary, the Administrator may designate other materials that shall be handled separately under this Agreement. 14.3 During the Collection process, the Contractor shall collect Source Separated Recyclable Materials in a "dual stream" and shall. keep the two different categories of Sources Separated Recyclable Materials in separate compartments of the Collection vehicle, as described in Section 7.2, above, 14.4 During the Collection process, Bulky Waste and Yard Waste shall be collected by the Contractor in separate vehicles. Contractor shall not combine Bulky Waste or Yard Waste with Garbage, Rubbish, Source Separated Recyclable Materials, or Electronic Equipment. 14.5 During the Collection process, the Contractor shall not combine Residential Waste collected in the Service Area with Solid Waste or other materials collected outside of the Service Area. 14.6 During the Collection process, the Contractor shall not combine Residential Waste collected in the Service Area with Commercial Waste. 14.7 The Contractor shall not collect Source Separated Recyclable Materials with a vehicle that is used for the Collection of Solid Waste. 14.8 Notwithstanding the foregoing, the Administrator may grant relief from all of the restrictions in this Section 14, and.thus allow the Contractor to combine different types of Solid Waste and Recyclable Materials, if the Administrator determines that this practice will be in the public interest. In such cases, the Contractor shall file a petition with the Administrator, describing the specific procedures that will be established to properly account and pay for the management of the mixed materials. The Administrator may grant or deny the petition, in his or her sole discretion. 22 15. NON-COLLECTION PROCEDURES 15.1 The Contractor shall place a Non-Collection Notice on a Customer's Collection Container if the Contractor decides that the, Contractor will not collect the Customer's waste because the waste was not Set Out in compliance with the applicable requirements in this Agreement. If the Contractor does not place a Non-Collection Notice on the Customer's Collection Container, and i fails to collect the materials in the Customer's Collection Container, the Administrator may require the Contractor to return to the Customer's Premises promptly and collect the waste. If the Administrator notifies the Contractor before 12 p.m. (noon), the Collection shall be completed before the end of the day. If the Administrator notifies the Contractor after 12;00 p.m. (noon), the Collection shall be completed before noon on the next Operating Day. 15.2 The Contractor is responsible for determining whether a Customer's Recycling Container contains Non-Conforming Material or excessively contaminated Recyclable Materials. The Contractor may leave Non-Conforming Material and excessively contaminated Recyclable Materials in the Recycling Container, but if the Contractor does, the Contractor shall immediately � place a Non-Collection Notice on the container, explaining why the material was not collected. 15.3 The Contractor shall not collect Residential Waste or Commercial. Waste from a Customer if the Contractor believes the Residential Waste or Commercial Waste contains Hazardous, Radioactive, or Biomedical Waste. In such cases, the Contractor shall place a Non-Collection Notice on the Collection Container, take photographs of the improper waste (if possible), and immediately notify the Field Supervisor. If the generator of such waste is unknown, the Contractor shall work with the Administrator to identify the generator and identify an appropriate method to remove and dispose of the waste in a lawful manner. 15.4 If a Collection Container is temporarily inaccessible, the Contractor shall provide Collection Service later the sarne day, whenever feasible. If it is not feasible, the Contractor shall leave a Non-Collection Notice and provide Collection Service on the next Operating Day. 15.5 If a Residential Customer routinely places Garbage-filled Plastic Bags outside of their Garbage Cart or routinely places more waste at the Curbside than is allowed under Section 7.3.2, Section 7.4.2, or Section T5 of this Agreement, the Contractor shall provide the Customer with educational materials concerning Recycling, in addition to providing a Non-Collection Notice. Further, the Contractor shall notify the Administrator about the Customer's failure to comply with the requirements in this Agreement. 15.6 The design and content of the Non-Collection Notices shall be developed by the Contractor, but shall be subject to the approval of the Administrator. At a minimum, the Non-Collection Notices shall contain the following information: the issuance date; the Contractor's reason for not providing Collection Service; information advising the Customer how to correct the problem; and the telephone number to call if the Customer has any questions for the Contractor. 15.7 The Contractor shall make a good faith effort to collect the Solid Waste that is Set Out for Collection, even if some inappropriate material is comingled with it. For example, if a Residential Customer places Bulky Waste or Yard Trash at the Curbside, but also places a Plastic Bag filled with Garbage on top of the Bulky Waste or Yard Trash, the Contractor shall remove the Plastic Bag and collect the other materials separately. However, if a Customer has comingled Garbage with Yard Waste or Bulky Waste to such an extent that it is not practicable to segregate the materials, the Contractor shall place a Non-Collection Notice on the materials and promptly notify the Administrator concerning the location and estimated size of the pile of combined 23. I materials. If the Contractor fails to leave a non-Collection Notice and notify the Administrator, the Contractor may be required to collect the pile of combined materials pursuant to Section 15.1, above. 16. PROCEDURES FOR MISSED COLLECTIONS If the Administrator or a Customer notifies the Contractor about a Missed Collection, the Contractor shall promptly return to the Customer's Premises and collect all of the Residential Waste, Commercial Waste, or Source Separated Recyclable Material (as the case may be)that has been Set Out for Collection. If the Contractor is notified before 12 p.m. (noon),the Collection shall be completed before the end of that day. If the Contractor is notified after noon, the Collection shall be completed before noon on the next Operating Day. 1.7. PROTECTION OF PRIVATE AND PUBLIC PROPERTY 17.1 The Contractor's employees shall not trespass on private property; provided, however, the Contractor's employees may walk on a Customer's property when providing Collection Service (e.g., Side Door Service) pursuant to this Agreement. The Contractor's employees shall Follow the sidewalk for pedestrians and shall not cross a Customer's property to an adjoining property, unless the occupants or owners of both properties have given permission. The Contractor's employees shall not loiter on or meddle with any property of any other Person. 17.2 The Contractor's employees shall not damage any public or private property, including but not limited to roads, driveways, sidewalks, utilities, trees, flowers, shrubs, grass, and Collection Containers. 17.3 The Contractor shall not damage trees in the City. Among other things, the Contractor shall not drive large vehicles on narrow streets, or drive tall vehicles under overhanging limbs, where the vehicles will break or damage the tree limbs. The Contractor also shall not damage tree trunks or roots when collecting Yard Waste or other materials (e.g., when Collecting Yard Waste with a clamshell bucket). 17.4 The Contractor shall promptly restore the soil and grade at any location where the Contractor's Collection of Yard Waste or other material creates a depression that is six (6) inches or more below the surrounding grade (e.g., when collecting Yard Waste with a clamshell bucket). The Contractor shall fill such depressions and restore the grade to match the surrounding area. 17.5 The Contractor shall instruct its employees concerning the proper procedures to be followed when there is an accident involving damages to public or private property. At a minimum, if the Contractor's employee causes such damage, the employee shall immediately notify ti►e Field Supervisor and the property owner. If the property owner is not known or readily identifiable, the driver shall leave a notice that includes the Contractor's name and phone number. 17.6 The Contractor shall be solely responsible for all damages, costs, and liabilities associated with the repair, restoration, or replacement of any property that has been damaged by the Contractor's equipment, employees, or agents. The Contractor shall promptly investigate and respond to any claim concerning property damage. If the Administrator or a Customer notifies the Contractor before 12 p.m. (noon) concerning any such damage, the Contractor shall investigate and respond to the Administrator and Customer before the end of that day. If the Administrator or a Customer notifies the Contractor after noon, the Contractor shall investigate and respond to the Administrator and Customer before noon on the next Operating Day, The Contractor shall repair 24 any damage within three (3) Operating Days, unless the Contractor requests and the Administrator grants approval of an extension of time. Any disputes concerning the Contractor's obligations for the repair of property damages shall be resolved by the Administrator. In all cases, the Contractor shall be required to restore the public or private property to a condition that 18. CONTRACTOR'S ACCESS TO STREETS AND COLLECTION CONTAINERS 18.1 Except as otherwise provided herein, the Contractor shall have the right to use all of the public roadways in the City. 18.2 The Contractor shall use suitable vehicles and equipment (e.g., smaller trucks), as necessary, to provide Collection Service on narrow and dead-end streets, unpaved streets, private roads, and other areas where access is limited. 18.3 The Contractor's vehicles shall not enter or drive upon any private driveway or Improved Property, to turn around or for any other purpose, unless the Contractor has received the owner's prior written permission to do so. 18.4 Contractor's vehicles shall not unreasonably interfere with vehicular or pedestrian traffic. Contractor's vehicles shall not be left unattended on streets or alleys. 18.5 The City reserves the right to deny the Contractor's vehicles access to certain streets, alleys, bridges, and roadways when the City is repairing such areas or the City otherwise determines it is in the public's best interest to restrict access. The City shall provide the Contractor with reasonable notice of such restrictions so that the City's action does not unduly interfere with the Contractor's normal operations. 18.6 If the Contractor cannot provide Collection Service to a Customer because a public or private street is temporarily closed to vehicular traffic, the Contractor shall return no later than the next Operating Day to provide service to the Customer. If the street is still closed at that time, Contractor shall provide Collection Service to the Customer on the next Scheduled Collection Day. 18.7 If access to a street, alley, bridge, or public or private roadway becomes impassable or if access is denied for any reason, the Contractor shall work with the Customer to determine a mutually acceptable location for the Collection of the Customer's waste. If a mutual agreement cannot be reached, the Contractor shall provide Collection Service from the nearest public roadway that is accessible by the Contractor's Collection vehicle or from a location specified by the Administrator. 18.8 If the Contractor encounters a Customer or situation (e.g., dogs; narrow streets; low-hanging electrical wires) that prevents the Contractor from gaining the access needed to provide the Collection Service required in this Agreement, and the Contractor is unable to resolve the issue with the Customer, then the Contractor shall report the problem to the Administrator and the Administrator shall resolve the problem, The Administrator may require the Contractor or the Customer to take such action as the Administrator deems necessary and appropriate. 25 1.9. THE CITY'S DESIGNATED FACILITIES 19.1 The Contractor shall deliver all of the Residential Waste, Commercial Waste, and Source SenaratP _m ed_Rec,yclable Materials collected pursuant to this Asireement to a Designated Facility. 19.2 The Designated Facility for all of these wastes and materials is the County's Transfer Station, located at 1901 SW 4t" Avenue, Delray Beach, Florida 33444. If the Transfer Station is inoperable or otherwise unavailable for any reason, the Designated Facilities for Residential Waste, Commercial Waste, and Source Separated Recyclable Materials shall be all of the Solid Waste Management Facilities that are operated by the Authority and licensed to accept such waste and materials. 19.3 The Designated Facilities for Construction and Demolition Debris collected pursuant to this Agreement shall be all of the Solid Waste Management Facilities that have the necessary permits and licenses to receive and lawfully process Construction and Demolition Debris, 20. SPILLAGE AND LITTER BY CONTRACTOR 20.1 Contractor shall not cause or allow any Solid Waste, liquid, or other material to be spilled, released, or otherwise dispersed in the City as a result of the Contractor's activities, 20.2 Contractor shall immediately pick up any spillage or litter from Collection Containers that is caused by the Contractor. 20.3 When hauling or transporting any material over public roads in the City, the Contractor shall use a covered or enclosed vehicle or other device to prevent the material from falling, blowing, or escaping from the vehicle. If Solid Waste or any other material escapes froin or is scattered by Contractor's vehicle for any reason, Contractor shall immediately stop and pick up such material. 20.4 Contractor's vehicles shall not release or cause litter in violation of the Florida Litter Law (Section 403. 113, Florida Statutes) or the Ordinances. If litter is released or falls from Contractor's vehicle for any reason, the Contractor shall immediately stop the vehicle and retrieve the litter. 20.5 The Contractor shall immediately clean up any oil, hydraulic fluid, or other liquid that leaks or spills from Contractor's vehicles. The Contractor shall repair any damage associated with such leaks or spills. The Contractor shall repave the damaged area if the Administrator concludes such action is necessary to repair the damage caused by the Contractor. 20.6 if the Administrator or a Customer notifies the Contractor before 12 p.m. (noon) that the Contractor has caused litter, or caused a leak or spill of Solid Waste, oil, hydraulic fluid, or other liquids or materials, the Contractor shall clean up the liquids and materials before the end of the day. If the Administrator or a Customer notifies the Contractor after noon, the Contractor shall clean up the liquid or material before noon on the next Operating Day. 21. EXEMPT WASTES AND RECOVERED MATERIALS 21.1 The following types of Exempt Waste are not subject to the Contractor's exclusive franchise under this Agreement. These Exempt Wastes may be collected by the owner or occupant of the Improved Property where the Exempt Waste is generated, or by their agent, and taken to any Solid Waste Management Facility or other facility that is licensed to receive such materials. 26 (a) Land Clearing Debris. (b) Yard Waste generated by a Commercial Lawn Care Company or plant nursery. (c) Roofing materials generated, collected, and transported by a roofing company. (d) Construction and Demolition Debris. (e) Recovered Materials that are generated and Source Separated on Commercial Property. (f) Excavated fill and earthen material. (g) Solid Waste and by-products generated from an industrial process. (h) Liquid, semisolid, or contained gaseous material resulting from domestic, industrial, commercial,mining, agricultural, or governmental operations. (i) Trash and debris associated with fanning or agricultural operations. (j) Wrecked, scrapped, ruined or dismantled motor vehicles or motor vehicle parts, including used oil, tires (except as provided in Section 7.6), and lead-acid batteries. (k) Boats, boat motors, and boat trailers. (1) Disaster Debris. (m) Hazardous,Biomedical, and Radioactive Waste, (n) Sludge. (o) Materials and wastes similar to those listed above, when designated by the Administrator. 21.2 Pursuant to Section 403.7046(3), Florida Statutes, nothing in this Agreement requires a commercial establishment to sell or convey its Source Separated Recovered Materials to the City or a facility designated by the City. Nothing contained in this Agreement restricts the right of a commercial establislunent to sell or convey the establishment's Source Separated Recovered Materials to a properly certified Recovered Materials dealer that has satisfied the requirements in Section 403.7046,Florida Statutes. 22. THE CONTRACTOR'S SAFETY PROGRAM 22.1 The Contractor shall develop, implement and maintain a written safety plan for all of its operations under this Agreement. The safety plan shall comply with the requirements in OSHA and Applicable Laws. A written copy and an electronic copy of the safety plan shall be provided to the Administrator for informational purposes. The City's receipt of the safety plan shall not constitute the City's approval of the plan or the City's acquiescence concerning the appropriateness of such plan. The Contractor shall comply with its safety plan at all times. 27 i 22.2 The Contractor shall appoint an employee who is qualified and authorized, as defined by OSHA, to supervise and enforce safety compliance. 22.3 The Contractor shall provide routine safety training to all of its employees, in compliance with OSHA and all .Applicable Laws. Refresher courses and supplemental training shall e provided as necessary. Documentation of the Contractor's training programs, and the successful training of each employee, shall be maintained on file and shall be provided to the Administrator upon request. 22.4 The Contractor shall follow all OSHA regulations and Applicable Laws regarding personal protective equipment. 22.5 The Contractor's employees shall be trained and instructed to drive in a safe, defensive manner. Among other things, the drivers of the Contractor's Collection vehicles shall be instructed that they shall not "text" or talk on their telephones while they are driving a Collection vehicle that is moving. 22.6 The Contractor's safety plan shall include a written procedure for the immediate removal to a hospital or a doctor's care of any employee or other Person that is injured and requires medical assistance. 22.7 Contractor shall regularly update its safety plan to reflect any changes in Contractor's operations. The Contractor shall deliver an updated safety plan to the Administrator with the Contractor's annual report, pursuant to Section 34.4, below. 23. THE CONTRACTOR'S COLLECTION PLAN 23.1 The Contractor shall prepare a Collection Plan that describes in detail how the Contractor will provide Collection Service in compliance with the requirements in this Agreement. At a minimum, the Collection Plan shall identify and describe the vehicles, equipment, personnel, routes, and schedules the Contractor will use for each type of Collection Service. The Collection Plan shall include a legible map for each Collection route, which will identify the Operating Days when Collection Service will be provided, the starting and ending points for the route, and the type of Collection Service that will be provided on the route on each Scheduled Collection Day, 23.2 The Collection Plan shall identify each Designated Facility that will receive the materials collected by the Contractor pursuant to this Agreement. 23.3 The Collection Plan shall identify the procedures that will be used by the Contractor to ensure that the City is not billed inappropriately for the Collection, disposal, or Recycling of Solid Waste or other materials. Among other things, the Collection Plan shall identify the procedures that will be used by the Contractor to ensure that each Designated Facility is frilly informed whenever the Contractor delivers Solid Waste or other material for which the Contractor, rather than the City, must pay the applicable Tipping Fee. 23.4 If requested by the Administrator, the Collection Plan shall include the manufacturer's specification sheets for the Collection Containers provided by the Contractor under this Agreement. 23.5 An updated Collection Plan shall be submitted to the Administrator whenever the Contractor changes the plan. 28 i 23.6 The Collection Plan and all revisions to the plan are subject to the Administrator's prior written approval. 24. OWNERSHIP OF SOLID WASTE AND RECYCLABLE MATERIALS Solid Waste belongs to the Person generating such waste, until the Solid Waste is discarded by that Person (i.e., the generator) and collected by the Contractor. When the Contractor collects Solid Waste on behalf of the City, title to the waste shall pass to the Contractor when the waste is collected. The Contractor shall be solely responsible and liable for the proper handling and lawful management of such waste until it is delivered to and accepted by a Solid Waste Management facility, Upon acceptance, title to the waste shall pass to the owner of such facility. Source Separated Recyclable Materials shall belong to the generator until such materials are discarded by the generator and collected by the Contractor. When the Contractor collects Source Separated Recyclable Materials on behalf of the City, title to such materials shall pass to the Contractor when the materials are collected. The Contractor shall be solely responsible and liable for the proper handling and lawful management of the Source Separated Recyclable Materials until such materials are delivered to and accepted at a Solid Waste Management Facility or Recovered Materials processing facility. Upon acceptance,title to the Source Separated Recyclable Materials shall pass to the owner of such facility. Notwithstanding anything else contained herein, with regard to the Solid Waste and Source Separated Recyclable Materials collected by the Contractor pursuant to this Agreement, the Contractor shall not take, keep, process, alter, sell, remove, or otherwise dispose of any such material without the prior written consent of the City. 25. RESERVED 26. SET OUT PROCEDURES FOR CUSTOMERS The procedures and requirements established in this Section 26 shall be followed by the Contractor's Customers. However, the Contractor shall collect a Customer's Solid Waste and Source Separated Recyclable Materials, even if the Customer fails to comply with one or more of the requirements in this Section 26, unless (a) the Administrator concurs in advance that the Contractor does not need to provide Collection Service to the Customer or (b) the Contractor places a Non-Collection Notice on the Customer's Collection Container and complies with the requirements in Section 15, above. The requirements in the City's Ordinances, including but not limited to Chapter 51 (entitled "Garbage and Trash"), shall supplement the requirements contained herein. 26.1 GENERAL PROCEDURES FOR ALL CUSTOMERS The following procedures shall apply to all Customers: 26.1.1 Garbage and other putrescible waste shall not be collected, stored, or Set Out in an open, uncovered box, bag, or Collection Container. 26.1.2 Source Separated Recyclable Materials shall be Set Out in a Recycling Container. Source Separated Recyclable Materials shall not be placed in the same Collection Container with Solid Waste. 29 26.13 Source Separated Recyclable Materials shall not be Set Out in a Plastic Bag. 26.1.4 Customers shall not overfill a Collection Container; the lid on a Collection 26.1.5 A Customer shall not place their Solid Waste in another Person's Collection Container, unless they have received prior approval to do. 26.1.6 A Customer shall only Set Out for Collection the Solid Waste that the Customer generated. A Customer shall not Set Out for Collection any Solid Waste that was generated by another Person. 26.1.7 A Customer's Solid Waste shall be Set Out for Collection on the Premises where the Solid Waste was generated. 26.1.8 A Customer shall not Set Out Solid Waste for Collection on. property that is not owned or occupied by the Customer, unless the Customer has received the prior approval of the owner or occupant of such property. 26.19 The weight of the materials placed in a Garbage Cart or Recycling Cart by a Customer shall not exceed the Cart's rated capacity(as shown on the lid of the cart). Garbage Cans shall not be loaded with more than fifty(50)pounds of material. 26.1.10 If the Customer and Contractor cannot agree upon an appropriate location to Set Out a Collection Container or non-containerized waste, the Administrator shall designate the point of Collection, 26.1.11 When necessary to carry out the purpose and intent of this Agreement, the Administrator may authorize the placement of a Collection Container at a location that is not on the Customer's Premises. 26.2 SPECIFIC PROCEDURES FOR RESIDENTIAL CUSTOMERS RECEIVING COLLECTION SERVICE AT CURBSIDE The following procedures shall apply to Residential Customers that receive Collection Service at Curbside. 26.2.1 Except as provided in Section 26.2.9, each Residential Customer receiving Collection Service at Curbside shall Set Out their Garbage and Rubbish in a Garbage Cart. However, if a Customer's Garbage Cart is full on the first Scheduled Collection Day for Garbage immediately following a Holiday, the Customer may place Plastic Bags of excess waste next to their Garbage Cart. 26.2.2 Residential Customers shall place their Yard Waste at Curbside for Collection. Leaves, twigs, and other small pieces of Yard Waste shall be placed in a biodegradable bag or Plastic Bag. Larger pieces of Yard Waste shall be stacked neatly in a pile at Curbside. A Residential Customer may, but is not required to, tie Yard Waste in a bundle. 30 26.2.3 Source Separated Recyclable Materials shall be Set Out for Collection in or adjacent to a Recycling Bin, 26.2.4 Each Residential Customer shall place their Garbage, Rubbish, Yard Waste, Bulky Waste and Source Separated Recyclable Materials at the Curbside. prior to a.m. on the Scheduled Collection Day(s) for such materials. 26.2.5 Any carpet Set Out for Collection at Curbside shall be rolled and tied or otherwise bound. 26.2.6 Each Garbage Can used by a Customer shall: be constructed so as to prevent intrusion by water and animals, and the expulsion of.its contents; have a cover that is free from sharp edges; and not have inside structures that prevent the free discharge of the container's contents. 26.2.7 Subject to the other limitations contained herein (e.g., Sections 7.3 and 7.4), a Residential Customer may Set Out the Yard Waste and Bully Waste that was generated by a builder, building contractor, privately employed handymala service, Commercial Lawn Care Company, or plant nursery on the Customer's Residential Property while such Person was working for the Customer. However, a Residential Customer shall not Set Out such materials if they were generated on any other property, even if the other property is owned by the Residential Customer. Further, a Residential Customer shall. not Set Out more than two (2) cubic yards of Construction and Demolition Debris or a total of six (6) cubic yards of Yard Waste for Collection on any Scheduled Collection Day. 26.2.8 Plastic Bags and biodegradable bags shall not be loaded with materials weighing more than fifty(50)pounds or the rated capacity of the bag,whichever is less. 26.2.9 Notwithstanding anything else contained herein, a Residential Customer receiving Collection Service at Curbside may Set Out their Garbage and Rubbish in Plastic Bags if the Customer's Dwelling Unit is located in an area that is designated by the City for Collection Service with Plastic Bags. 26.3 SPECIFIC PROCEDURES FOR CUSTOMERS IN MULTI-FAMILY DWELLINGS THAT USE MECHANICAL CONTAINERS The following requirements apply to Customers that reside in Multi-Family Dwellings and receive Collection Service with Mechanical Containers. 26.3.1 Each Customer in a Multi-Family Dwelling shall comply with the following Set Out Procedures: (a) Garbage and Rubbish shall be placed in a Mechanical Container located on the Customer's Premises; and (b) Source Separated Recyclable Materials shall be placed in a Recycling Container located on the Customer's Premises. 26.3.2 The Contractor and the Customer shall select mutually acceptable locations for the placement of the Mechanical Container(s) and Recycling Container(s) that will be used by the Customer and serviced by the Contractor at a Multi-Family Dwelling. These locations are subject to the Administrator's approval. Whenever possible, the Recycling Containers shall be placed adjacent to the Mechanical Container at the Multi-Family Dwelling. 31 26.3.3 A Customer residing at a Multi-Family Dwelling shall call the Contractor and schedule a time for the Collection of their Bulky Waste if the Customer does not have a Scheduled Collection Day for Bulky Waste. A Customer shall not Set Out their Bulky Waste more than one (1) day before the Scheduled Collection Day or the date that the Customer scheduled with the Contractor for the Collection of Bulky Waste. A Customer shall not place their Bulky Waste in a location that blocks the Contractor's access to a Mechanical Container serving the Customer's Multi-Family Dwelling. 26.4 PROCEDURES FOR COMMERCIAL CUSTOMERS 26.4.1 Each Commercial Customer shall place their Garbage and Rubbish in their Mechanical Container or Garbage Cart, as applicable. 26.4.2 Commercial Customers shall not place or commingle Construction and Demolition Debris with any other type of Solid Waste in a Collection Container. 26.4.3 All Collection Containers shall be placed in locations that are safely and readily accessible to the Customer and the Contractor's vehicles. 26.4.4 Each Mechanical Container shall be placed on a paved level surface. The approaches to the Mechanical Container shall be capable of supporting the weight of the Collection vehicle. 26.4.5 A Commercial Customer shall call the Contractor and schedule a time for the Collection of their Bulky Waste. A Commercial Customer shall not Set Out their Bulky Waste more than one (1) day before such materials are to be collected by the Contractor. A Commercial Customer shall not place their Bulky Waste in a location that blocks the Contractor's access to a Mechanical Container serving the Commercial Customer or any other Person. 27. COLLECTION CONTAINERS 27.1 PURCHASE AND OWNERSHIP OF CONTAINERS 27.1.1 Garbage Cans Plastic Bas and Biodegradable Bas — Each Customer shall purchase and provide the Garbage Cans, Plastic Bags, and biodegradable bags, if any, that the Customer uses. Garbage Cans shall remain the property of the Customer. 27.1.2 Recycling Bins Recycling Bins previously were purchased by the Authority and distributed to the Customers in the Service Area. These Recycling Bins are and shall remain the property of the Authority. If the Authority provides additional Recycling Bins for the Customers in the Service Area, the Recycling Bins shall remain the property of the Authority. 27.1.3 Garbage Carts — Garbage Carts previously were purchased by the City and distributed to Residential Customers. The City also has an inventory of spare Garbage Carts. All of these Garbage Carts are and shall retrain the property of the City. 32 The Contractor shall be allowed to distribute and use all of the Garbage Carts in the City's inventory when the Contractor provides Garbage Carts to Residential Customers pursuant to this Agreement. When the City's inventory is depleted, the Contractor shall purchase, assemble, and deliven all of the Garbage Cart,, that the Contractor must provide under this Agreement. 27.1.4 New Garbage Carts and Recycling Bins for New and Existing Customers — During the term of this Agreement,the Contractor shall purchase, assemble, and deliver one new Garbage Cart to each New Customer that will receive Collection Service at Curbside. The cart shall be delivered within three (3) Operating Days after the New Customer or the Administrator requests the Contractor to deliver the cart. The Contractor also shall deliver a new Recycling Bin to each New Customer when the Contractor delivers the Customer's Garbage Cart. The Contractor shall request and obtain the Recycling Bin from the Authority. During the term of this Agreement, the Contractor shall purchase, assemble, and deliver: (a) one new or refurbished Garbage Cart to each Residential Customer that needs to replace a cart because their cart has been stolen or damaged beyond repair; (b) a new Garbage Cart to each Customer that wishes to purchase a cart pursuant to Section 39.9, below; and (c) a new or refurbished Garbage Cart to each Customer that wishes to exchange their cart(s) pursuant to Section 27.4, below. In all such cases, the carts shall be delivered within three (3) Operating Days after they are requested by the Customer or the Administrator. For the purposes of this Section 27.1.4, a"refurbished" cart shall mean a cart that was exchanged pursuant to Section 27.4, below, and then cleaned and repaired to "like new" condition. Garbage Carts purchased by the Contractor shall become the property of the City when the carts are delivered to a Residential Customer or the City. Upon termination or expiration of this Agreement, the Garbage Carts held in the Contractor's inventory for the City (e.g., carts that are hot-stamped or labeled with the City's name or logo) shall be delivered to and become the property of the City. Carts purchased by a Customer shall be the property of the Customer. 27.1.5 Mechanical Containers—The Contractor shall provide Mechanical Containers to any Customer that wishes to use them, and has a location where such equipment can be used in compliance with this Agreement and the Ordinances, but the Contractor may charge the applicable Rate for the use of its Mechanical Containers, The Contractor shall be responsible for the purchase or lease of all Mechanical Containers that the Contractor is required to provide under this Agreement. Mechanical Containers purchased by the Contractor shall remain the property of the Contractor, unless sold. A Customer may own its Compactor and attached Roll-Off Container, or lease a Compactor and attached Roll-Off Container from a Person other than the Contractor, if the Compactor and Roll-Off Container are compatible with and can be serviced by the Contractor's equipment. In such cases, the Compactor and attached Roll-Off Container shall remain the property of the Customer. 27.2 MAINTENANCE AND REPAIR OF CONTAINERS 33 I 27.2.1 Garbage Cans —Each Customer shall be responsible for cleaning, maintaining, and repairing their Garbage Can (if any). Garbage Cans shall be maintained in good condition and shall be free from sharp edges or other hindrances to efficient Collection Services. 27,2.2 Recycling Bins — Each Customer shall be responsible for cleaning their Recycling Bins and maintaining them in a sanitary condition. 27.23 Garbage Carts and Recycling Carts — Each Customer shall be responsible for cleaning their Garbage Cart(s) and Recycling Cart(s), if any, and keeping the carts in a sanitary condition. The Contractor shall procure, and maintain at all. times, an adequate supply of spare parts (e.g., wheels, lids) for the Garbage Carts and Recycling Carts used by its Customers in the Service Area. The Contractor shall be responsible for maintaining such carts in good working condition. The Contractor shall repair or replace a Garbage Cart or Recycling Cart (a) promptly if the Contractor observes that the cart is defective or (b) within three (3) Operating Days after the Contractor is informed by the Customer or the Administrator that the Cart needs to be repaired. 27.2.4 Mechanical Containers — The Contractor shall maintain each of its Mechanical Containers in good working order at all times to ensure continuous and efficient Collection Services. The Contractor shall procure, and maintain at all times, an adequate supply of spare parts for its Mechanical Containers. The Contractor shall maintain and repair each Mechanical Container as needed to ensure that the container is free from holes, broken hinges, broken doors or door fasteners, broken wheels, broken lids, or other defects. Mechanical Containers shall be kept painted (with the exception of containers made of plastic, aluminum, stainless steel, or other materials that do not readily accept paint), and shall be kept free from graffiti, at all times so they do not become a detriment to the community. Mechanical Containers shall be washed by the Contractor on a regular basis, as necessary, to minimize the potential for odors and nuisance conditions. The Contractor shall replace, repair, paint, clean, wash, and otherwise maintain any one of its Mechanical Containers when requested to do so by the Administrator, pursuant to Section 28.9.2, below, Each Customer shall be responsible for cleaning, maintaining, and repairing any Mechanical Container that the Customer owns, as well as any Mechanical Container the Customer leases from a Person other than the Contractor. If a Mechanical Container is damaged or otherwise in need of repair, the Contractor shall provide a front load Mechanical Container within twenty-four (24) hours of receiving a request for service from a Customer. In the alternative, the Contractor may provide a Roll-Off Container, if the use of such container is approved by the Administrator. In all cases, the Contractor shall provide assistance to ensure uninterrupted service to the Customer. In such cases,the Contractor may charge the Customer in accordance with the Rates set forth in Exhibit 3B. 27.3 STORAGE,DISTRIBUTION AND REPLACEMENT OF CONTAINERS 27.3.1 Garbage Cans — Each Customer shall be responsible for storing and replacing their own Garbage Cans (if any). 34 i 27.3.2 Recycling Bins — Each Customer shall be responsible for storing their Recycling Bin(s). Residential Customers may obtain new Recycling Bins by calling the Authority's toll-free phone number (1-866-NEW BINS). The new Recycling Bins shall be delivered to the Residential Customer, without charge, by the Contractor. 27.3.3 Garba e Carts and Recyclin Carts--Each Customer shall be responsible for storing their Garbage Cart(s) and Recycling Cart(s), if any. The Contractor shall be responsible for purchasing, storing, assembling, and distributing new and replacement Garbage Carts and Recycling Carts to those Customers that are entitled j to receive them pursuant to this Agreement. For such Customers, the Contractor shall deliver the carts within three(3) Operating Days after the carts are requested by the Administrator or Customer. The Contractor shall be responsible for procuring, maintaining at all times, and storing an adequate supply of Garbage Carts and Recycling Carts for distribution. The Contractor shall keep Garbage Carts in the Contractor's local office and shall provide them to Customers, upon request, if the Customer is entitled to receive a cart pursuant to this Agreement 27.3.4 Mechanical Containers — The Contractor shall be responsible for the storage, distribution, and replacement of its Mechanical Containers. The Contractor shall provide a Mechanical Container within three (3) Operating Days after receiving a request for a Mechanical Container from the Administrator or a Customer. 27.3.5 Collection Containers Damaged by Contractor -- The Contractor shall repair or replace a Customer's Collection Container within three (3) Operating Days after being notified by the Administrator or Customer that the Customer's Collection Container was daYnaged by the Contractor. Any replacement shall be similar in style, material, quality, and capacity to the Customer's original container. 27.4 EXCHANGE OF CARTS AND CONTAINERS The Contractor shall offer Garbage Carts that are approximately thirty-two (32) gallons, sixty- four (64) gallons, and ninety-six (96) gallons in size. The Contractor shall deliver a different Garbage Cart to any Customer that wishes to exchange its cart for one that is a different size. A New Customer shall be allowed to exchange their Garbage Cart for a different size, without paying any charge, if the Customer requests an exchange within ninety (90) days after the Customer receives the cart. if a Customer has received Collection Service from the Contractor for more than ninety (90) days, the Contractor may charge and collect a delivery fee for exchanging a Customer's cart; provided, however, the Contractor shall not charge or collect a delivery fee if a Customer delivers their cart to the Contractor's local office. The Contractor's delivery fee shall not exceed Twenty-Five Dollars ($25.00). The Contractor shall be responsible for billing and collecting its delivery fee from the Customer. The Contractor shall exchange a Mechanical Container when requested by the City or Customer, If the Contractor has the requested size in stock. The Contractor shall deliver the requested container within five (5) Operating Days after receiving the Customer's request. There shall be no charge for exchanging a Mechanical Container, unless the Customer already has exchanged its Mechanical Container two (2) or more times during the current Operating Year. 27.5 TECHNICAL SPECIFICATIONS FOR COLLECTION CONTAINERS 35 27.5,1 Garbage Carts and Recycling Carts The Garbage Carts and Recycling Carts provided by the Contractor shall comply with the size, color, and technical specifications established by the Administrator. In general, the carts shall; (a) have a nominal rated capacity of approximately thirty-two (32), sixty-four (64), or ninety- six (96) gallons, as applicable, (b) be hot-starnped u, labeled with theeity's logo, in accordance with the specifications provided by the Administrator; and (c) be compatible with the hydraulic lifting and dumping mechanists mounted on the Contractor's Collection vehicles. Each cart shall have a flat area on the top (outside) of the lid, which shall be at least eight (8) inches by sixteen (16) inches in size and suitable for the placement of informative stickers or decals. Each type of cart and each size shall be uniform with regard to color, volumetric capacity, dimensions, finished surfaces, and hot stampingllabeling, but the color and specifications for Garbage Carts may be different than the ones for Recycling Carts. Each cart shall be constructed to prevent the intrusion of water and animals, with covers that are free from sharp edges, and without any inside structures that prevent the discharge of its contents. The Contractor shall replace the labels on its Collection Containers on an as-needed basis, subject to the Administrator's approval. Upon the Administrator's request, the Contractor shall provide the Administrator with the manufacturer's specification sheets for new Recycling Carts and Garbage Carts before the Contractor orders the new carts from the manufacturer. 27.5.2 Minimum. Warranty for Garbage Carts Each Garbage Cart shall be protected by a manufacturer's warranty of at least ten (10) years duration. The warranty shall explicitly provide that the warranty is enforceable by the City, as well as the Contractor. 27.5.3 Minimum Specifications for Carts -- The Garbage Carts and Recycling Carts provided by the Contractor pursuant to this Agreement shall, at a minimum, comply with the specifications set forth in Exhibit 6 ("Specifications for Garbage Carts"), unless the City waives a requirement in writing. 27.5.4 Mechanical Containers—Mechanical Containers supplied by the Contractor shall be in good condition and shall be subject to the approval of the Administrator. Mechanical Containers shall have attached lids, unless the Administrator approves a different design for a particular use or they are open top Roll-Off Containers used for the Collection of Construction and Demolition Debris, Mechanical Containers shall have solid, durable sides and bottoms. Each Mechanical Container (except open top Roll-off Containers) shall have a heavy-duty removable plug in the bottom. The Contractor shall provide and install casters and locking devices for a Mechanical Container, upon the request of the Administrator or a Customer. 28, CONTRACTOR'S VEHICLES AND COLLECTION EQUIPMENT 28.1 GENERAL REQUIREMENTS FOR CONTRACTOR'S VEHICLES AND COLLECTION EQUIPMENT 28.1.1 The Contractor shall purchase or lease, and maintain and repair, all of the vehicles and equipment necessary to provide Collection Service in compliance with the approved Collection schedules and otherwise promptly and efficiently comply with 36 .................... F the requirements in this Agreement. The Contractor's vehicles and equipment shall be compatible (in size and weight) with, and appropriate for, the areas where such vehicles and equipment are utilized. Smaller vehicles or specialty equipment shall be used in areas where narrow street, low hanging limbs, or other obstructions preclude the use of the Contractor's normal vehicles and equipment. 28.1.2 Contractor's Collection vehicles and equipment shall be a standard product of a reputable manufacturer so that continuing service, and the supply and delivery of spare parts, may be ensured. Replacement parts do not need to be a product of the same manufacturer as the original parts. 28.1.3 All of Contractor's Collection vehicles shall have waterproof seals and shall be watertight to a depth sufficient to prevent the discharge or leaking of liquids that have accumulated in the vehicle's cargo area during loading and transport operations. 28.1.4 Each Collection vehicle shall fully enclose the Contractor's Load. A Collection vehicle shall have a fully enclosed metal top, a tarpaulin, or a net cover with mesh openings not greater than one and one-half(P/z) inches in size. The top, tarpaulin, or cover shall be kept in good working condition and shall be free from tears and holes. The Contractor shall use the cover and shall fully enclose the Contractor's Load at all times when the vehicle's speed exceeds 20 .miles per hour and at other times when necessary to prevent the Contractor's Load from blowing out of the vehicle. 28.1.5 All Collection vehicles shall be painted a uniform color. All Collection vehicles shall have painted sides, or shall have signs affixed on each side, stating "Proudly Serving the City of Delray Beach." Vehicles used to collect Source Separated Recyclable Materials shall have signs with the Authority's toll-free telephone number for requesting new Recycling Bins (1-561-NEW BINS or 1-866-639-2467). 28.1,6 Advertising shall not be allowed on the Contractor's vehicles, Collection Containers, or equipment used to provide Collection Service in the City, 28.1.7 Vehicles used for the Collection of Source Separated Recyclable Materials shall be designed with two (2) or more separate compartments so that the Contractor can separately store and transport the different types of Recyclable Materials (e.g., paper and fiber products; glass, metal, plastic and other). The compartment used to collect glass bottles and containers shall not compress or compact the contents in that compartment to a level that exceeds fifty(50)pounds per square inch, 28.2 DEDICATED FLEET FOR CITY The Contractor shall maintain a dedicated fleet of vehicles for the City's benefit. The vehicles used to provide Collection Services under this Agreement shall not be used to collect Solid Waste or Recyclable Materials outside of the Service Area, and vehicles used outside of the Service Area shall not be used to provide Collection Service pursuant to this Agreement, unless the Contractor receives the Administrator's prior written approval for such activity. 28.3 AGE OF CONTRACTOR'S COLLECTION VEHICLES 37 None of the Collection vehicles used by the Contractor under this Agreement shall be more than ten (10) years old. The Contractor's fleet of vehicles shall have an average age of seven (7.0) years or less. When calculating the average age of the Contractor's fleet, the Contractor shall include all Collection vehicles, including reserve and spare vehicles. 28.4 ANCILLARY EQUIPMENT IN CONTRACTOR'S VEHICLES 28.4.1 All vehicles used to provide Collection Services under this Agreement shall be equipped at all times with: (a) all safety equipment required by Applicable Laws; (b) a fire extinguisher; (c) a shovel. and broom; (d) a spill response kit; and (e) an audible back-up warning device. The spill response kit shall be suitable and adequate for cleaning up any leaks or spills of oil, hydraulic fluid, or other liquids from Contractor's Collection vehicles. 28.4.2 All vehicles used to provide Collection Services under this Agreement shall be equipped with a two-way radio, cellular telephone, or other equipment appropriate for communications between the vehicle operator, the Field Supervisor, and the District Manager. 28.4.3 If the Contractor's Collection vehicles are equipped with Global Positioning Systems ("GPS"), the Contractor shall provide its GPS logs and records to the Administrator, upon request. 28.5 RESERVE VEHICLES AND EQUIPMENT 28,5.1 The Contractor shall have sufficient reserve vehicles and equipment available to complete daily Collection routes according to the schedules established pursuant to this Agreement. The use of reserve vehicles and equipment shall include, but not be limited to occasions when front-line vehicles and equipment are out of service, or when delays will prevent front-line vehicles and equipment from completing their Collection route(s)within the established hours of Collection. 28.5.2 The reserve vehicles and equipment shall be ready to go into service within two (2) hours of any breakdown or delay experienced by a front-line vehicle. The reserve vehicles and equipment shall be similar in size and capacity to the vehicles and equipment being replaced. 28.6 MAINTENANCE AND CLEANING 28.6.1 The Contractor shall keep all Collection vehicles, Mechanical Containers, and equipment cleaned and painted to present a pleasing appearance at all times. All Collection vehicles and Mechanical Containers used primarily for the Collection of Garbage shall be washed thoroughly and sanitized with a suitable disinfectant and deodorant at least once each week, unless the Administrator approves an alteniate cleaning schedule. Other Collection vehicles and Mechanical Containers shall be cleaned and washed, as necessary, to minimize the potential for odors and nuisance conditions. 28.6,2 The Contractor's Collection Plan must include a schedule for cleaning, painting and maintaining each Collection vehicle and Mechanical Container. At a minimum, the Contractor shall maintain each Collection vehicle and Mechanical Container in 38 compliance with the manufacturer's recommendations. The Collection Plan also must explain and demonstrate how the Contractor shall comply with the requirements in Section 28.6.4, below. The Contractor shall monitor, maintain and repair ► s Collection vehicles an equipment to prevent fuel, lubricants, and other liquids from leaking or spilling. Oil and hydraulic systems, and waterproof seals and enclosures, on the Contractor's vehicles and equipment shall be kept in good repair at all times to prevent leaks and spills. 28.6.4 The Contractor shall provide a new or reconditioned Mechanical Container to each Commercial Customer at least once every twelve (12) months. This requirement applies to all Mechanical Containers, including Roll-Off Containers. To demonstrate compliance with this requirement, the Contractor shall paint by stencil or use other permanent ineans to mark the date (i.e., month and year) on each Mechanical Container when the Mechanical Container was placed into service. This date shall be marked on the front upper left corner of the Mechanical Container and the size of the Mechanical Container shall be marked in the same manner on the front upper right corner of the Container. 28.7 IDENTIFICATION OF CONTRACTOR'S VEHICLES AND EQUIPMENT 28.7.1 The Contractor's name and telephone number shall be displayed at all times, in letters at least five (5) inches high, on the driver's side and the passenger's side of each one of the Contractor's Collection vehicles. Truck identification numbers shall be displayed at all times, in letters at least five (5) inches high, on all four (4) sides of all Collection vehicles. 28.7.2 All of the Contractor's Collection vehicles shall display information identifying the type of material (e.g., Solid Waste or Recyclable Materials) being collected. The information shall be displayed at all times, on the driver's side and the passenger's side of the vehicle body, in letters at least five (5) inches high. Upon the Administrator's request, the Contractor's vehicles also shall display information promoting the City's Solid Waste or Recycling programs. The information displayed on the Contractor's vehicles shall be subject to the approval of the Administrator and the Contractor, which approval shall not be unreasonably withheld. 28.7.3 The Contractor shall label each one of its Mechanical Containers with the Contractor's name and telephone number, and the identification number for the Mechanical Container. The labels shall be comprised of letters and numbers that are at least five- (5) inches high. The labels shall be placed on at least two (2) sides of each Mechanical Container. At least one label must be readily visible when the Mechanical Container is placed at the Customer's site. 28.8 COMPLIANCE WITH THE LAW APPLICABLE TO VEHICLES 28.8.1 At all times, the Contractor and its employees shall operate and maintain all Collection vehicles and equipment in compliance with all Applicable Laws. 39 28.8.2 At all times, the Contractor shall maintain all necessary licenses and registrations, and shall timely pay all fees and taxes, on all vehicles and equipment, as required under Applicable Laws. 28.8.3 All equipment shall be operated in compliance with the Florida Uniform Traffic Control Law, Chapter 316,Florida Statutes, and the Ordinance. 28.9 CITY'S RIGHT TO INSPECT CONTRACTOR'S VEHICLES AND EQUIPMENT 28.9.1 The Administrator may inspect the Contractor's vehicles, equipment, licenses, and registrations at any reasonable time. The City reserves the right to inspect each Collection vehicle, each day, prior to its use in the City. 28.9.2 The Administrator shall have the authority to require the Contractor to immediately remove from service any Collection vehicle or equipment that is leaking or spilling fluids, Solid Waste, or Recyclable Materials. The Administrator also may require any Collection vehicle, Collection Container, or other equipment to be cleaned, washed, painted, repaired, or maintained immediately. In such cases, the Contractor shall comply with the Administrator's request within one (1) Operating Day or the Contractor shall take the vehicle, container, or equipment out of service until the requested work can be completed. Further, the Administrator may require the Contractor to pressure spray and promptly clean any location where one of the Contractor's Mechanical Containers has leaked fluids or spilled Solid Waste and thereby stained soils or pavement or created odorous or nuisance conditions. 28.10 LOCAL STORAGE AND REPAIR OF CONTRACTOR'S VEHICLES The Contractor shall provide a storage yard, garage, and maintenance facility that enables all- weather,year-round maintenance operations for the vehicles and equipment used pursuant to this Agreement. By January 1, 2016, the storage yard, garage, and maintenance facility shall be located within twenty-five (25) miles of the City. The Contractor shall not use City property to store, wash, repair, or maintain any vehicles or equipment. 29. CONTRACTOR'S PERSONNEL 29.1 GENERAL REQUIREMENTS The Contractor shall use competent, qualified, sober personnel to provide the services required by this Agreement. The Contractor shall devote sufficient personnel, time and attention to its operations under this Agreement to erasure that its performance will be satisfactory to the City. 29.2 DISTRICT MANAGER Contractor shall appoint an employee to serve as the District Manager. The District Manager shall be the Contractor's primary point of contact with the City for all technical and administrative matters pertaining to this Agreement. The District Manager must have at least five (S) years of prior managerial experience with programs of this nature and size. The District Manager shall have the authority to make significant decisions relevant to the day-to-day operation of Contractor's program under this Agreement. The District Manager shall have direct access to the Contractor's management for resolving problems beyond the District Manager's authority. At all times during the term of this Agreement, the Administrator shall have 40 immediate access to the District Manager by telephone and electronic mail. The District Manager shall be responsible for overseeing and implementing the Contractor's performance under this Agreement, 29.3 FIELD SUPERVISOR The Contractor shall designate one or more Field Supervisors, who shall oversee the Collection Service provided under this Agreement. The Field Supervisor(s) shall have immediate access to an automobile or truck between 6:00 a.m. and 7:00 p.m., every Operating Day. At all tunes during the term of this Agreement, the Administrator shall have immediate access to the Field Supervisor(s) by telephone and electronic mail. 29. 4 EMPLOYEE CONDUCT The Contractor's personnel shall maintain a courteous and respectful attitude toward the public at all times. The Contractor shall instruct its employees to avoid loud or profane language during the performance of their duties under this Agreement. Contractor's employees shall not cause any disturbance, interference, or delay to any work or service rendered to the City or by the City. Contractor's employees shall not conduct themselves in a negligent, disorderly or dishonest manner. 29.5 EMPLOYEE IDENTIFICATION The Contractor shall furnish each employee with an appropriate means of identifying him or her as an employee of the Contractor (e.g., a uniform with a name tag and company logo). The Contractor's employees shall wear the identification at all times while on duty. The Administrator has the right to approve the identifiers or identification furnished by the Contractor. 29.6 ATTIRE FOR EMPLOYEES Employees and subcontractors of the Contractor shall wear proper attire at all times when working for the City under this Agreement. Proper attire shall consist of appropriate pants or shorts, a shirt with the Contractor's name or logo, and boots or similar footwear. 29.7 REMOVAL OF EMPLOYEES The Administrator reserves the right to disapprove and request removal of any Contractor personnel assigned to the City's work. Such disapproval or request shall be for reasonable cause only and shall be addressed in writing to the Contractor's District Manager, Notwithstanding the foregoing, the Contractor shall not be required to take any action with regard to the Contractor's personnel that would violate any Applicable Law, The Contractor shall defend, save, and hold the City harmless from and against legal actions by any employees so removed. 29.8 EMPLOYEE TRAINING AND LICENSES 29.8.1 All of the Contractor's employees shall be qualified and appropriately trained for the tasks assigned to them, The Contractor shall provide refresher courses and additional training to its employees, as needed, to ensure compliance with the requirements of this Agreement and all Applicable Laws. 41. 29.8.2 At all times when operating vehicles or equipment pursuant to this Agreement, the Contractor's employees shall carry a valid Florida driver's license for the type of vehicle or equipment being operated. 29.8.3 The Administrator may request the Contractor's employees to produce their river's license for inspection at any time when the employee is on duty. 29.9 CONTRACTOR'S COMPLIANCE WITH LABOR LAWS The Contractor shall comply with all Applicable Laws concerning the protection and rights of employees, including but not limited to equal employment opportunity laws, minimum wage laws, immigration laws,the Americans with Disabilities Act, and the Fair Labor Standards Act. 29.10 LEGAL STATUS OF CONTRACTOR'S EMPLOYEES A Person employed by the Contractor shall have no right or claim to any pension, workers' compensation, unemployment compensation, civil service, or other employee rights or privileges granted to the City's officers and employees. The Contractor shall have the sole .responsibility for paying any wages and providing any employment benefits to such Person, 29.11 SUBCONTRACTORS AND TEMPORARY LABOR To the greatest extent practicable, the Contractor shall provide all of its Collection Services within the City by using permanent employees of the Contractor. The Contractor shall minimize and, if possible, eliminate the use of subcontractors and temporary labor for the provision of Collection Services. No subcontractors or temporary labor shall be used to provide Collection Services without the prior approval of the Administrator. 30. CONTRACTOR'S LOCAL OFFICE 30.1 The Contractor shall maintain a local customer service and dispatch office within twenty-five (25) miles of the City. The Contractor's office shall be open for business from 8:00 a.m. to 5:00 p.m., Monday through Friday, and 8:00 a.m. to 2:00 p.m. on Saturdays. However, the Contractor's office does not need to be open on Holidays, 30.2 The Contractor's office shall be equipped with sufficient persoruiel and equipment to document and timely respond to all inquiries, issues, and Legitimate Complaints raised by the City or Customers. A responsible, experienced person shall be present and in charge of the office during all business hours. Contractor's office staff shall be familiar with the City and the Contractor's obligations under this Agreement. 30.3 The Contractor shall have a toll-free telephone number for calls from Customers in the City, The Contractor's telephone system shall have the capacity to receive multiple telephone calls simultaneously. All calls concerning complaints shall be answered by a Person located in the Contractor's local office. The Contractor shall have extra staff working in the Contractor's office each Operating Day in June 2015 and as long thereafter as necessary to ensure Contractor's compliance with the requirements in Sections 30.2, 31.1.4, and 31.1.5. The Contractor's telephone number shall be listed in the Contractor's webpage and the two largest telephone directories in the City. Contractor shall use an answering machine or answering service to receive and record messages when the office is closed or the Contractor is receiving more calls 42 than its staff can answer. The answering machine or service shall give Customers the telephone number that the Customers may use to report an emergency. 30.4 The Contractor shall establish a process for receiving and handling emergency calls, both during and after normal operating hours. The Contractors process shall ensure that a Customer receives an immediate response after reporting an emergency. Such process shall be subject to the Administrator's approval. 30.5 The Contractor's office shall be equipped with a two-way communication system that can be used to promptly contact the Administrator, the Contractor's District Manager, the Contractor's Field Supervisor, and all of the Contractor's Collection vehicles. 30.6 Garbage Carts shall be stored at the Contractor's local office and made available to Customers, pursuant to Section 27.3.3, above. 31. CUSTOMER RELATIONS 31.1 HANDLING CUSTOMER COMPLAINTS AND REQUESTS 31.1.1 The Contractor shall be responsible for receiving and responding to all complaints and requests from Customers. Any complain or request received by the Contractor shall be entered into the Contractor's electronic tracking system pursuant to Sections 31.1.4 and 31.1,5 and then the Contractor shall promptly initiate its response. 31.1.2 The District Manager or their designee shall determine initially whether a Customer's complaint is a Legitimate Complaint. If there is a dispute with the Customer or uncertainty, the Administrator shall make the final determination as to whether a Customer's complaint is a Legitimate Complaint, Legitimate Complaints include but are not limited to: • Missed Collections; • Failure to respond to Missed Collections in compliance with the requirements of this Agreement; • Mishandling of Solid Waste, Recyclable Materials, or Collection Containers; • Failure to maintain vehicles, Collection Containers, or equipment in compliance with this Agreement; • Damage to public or private property; • Failure to pick up litter; • Failure to obey traffic regulations; and • Discourteous treatment of Customers. 31.1..3 The Contractor shall take whatever steps are necessary to promptly remedy the cause of a Legitimate Complaint. if the Contractor is informed about a Legitimate Complaint before noon on an Operating Day, the Contractor shall remedy the complaint before the end of that day. If the Contractor is notified about a Legitimate Complaint after noon on an Operating Day, or at any time on a Sunday or Holiday, the Contractor shall remedy the complaint before noon on the next Operating Day. The Contractor may request and the Administrator shall grant additional time to 43 i . remedy a Legitimate Complaint when the Contractor uses its best efforts to correct the problem,but is unable to do so within the time provided herein. 31.1.4 The Contractor shall establish a real-time, web-based system for tracking complaints. The Contractor shall enter all complaints into the Contractor's electronic tracking system within one hour after the Contractor receives the complaint; however, if complaints are received when the Contractor's local office is closed, the complaint shall be entered into the electronic tracking system within two (2) hours after the office reopens on the next Operating Day. The Contractor shall configure the system in a manner that allows the Administrator to (a) access the system and monitor the complaints from the City's computers, (b) identify the locations of the Customer complaints in real time on a street map, and (c) compare current and historical complaints, by type of complaint and by location. The Contractor's system shall be designed to provide immediate notice to the Administrator when a complaint is entered into the Contractor's tracking system. However, the Administrator does not need the ability to enter or delete data in the electronic tracking system. The format of the information collected in the electronic tracking system shall be subject to the Administrator's approval. With the Administrator's approval, the electronic tracking system may be used as the Contractor's complaint log, pursuant to Section 34.2.6, below. 31.1.5 The Contractor shall establish a real-time web-based system for receiving and tracking a Customer's request for service. The Contractor's webpage shall be designed to enable Customers to easily submit requests for service and receive prompt responses from the Contractor. The web-based system shall be available to Residential Customers and Commercial Customers. The Contractor shall closely monitor such requests and shall provide initial responses within twenty-four (24) hours after receiving a Customer's request. The Contractor's system shall be designed to provide immediate notice to the Administrator when a request is submitted to the Contractor. 31.2 DISPUTE RESOLUTION PROCESS FOR CUSTOMERS 31.2.1 The Contractor shall promptly notify the Administrator whenever the Administrator needs to resolve a dispute between a Customer and the Contractor, including but not limited to disputes concerning the proper interpretation and implementation of this Agreement and the Ordinances. The Contractor also shall promptly notify the Administrator about any disputes with a Customer that the Contractor has not been able to resolve within two (2) Operating Days after receiving the Customer's complaint, 31.2.2 The Administrator shall evaluate the facts concerning such disputes and shall make a fair and impartial determination about such matters, The Administrator shall notify the Contractor and the Customer in writing concerning the Administrator's decision about the disputed issues. 31.2.3 The Contractor and Customer shall have three (3) Operating Days to comply with the Administrator's decision or, in the alternative, provide the Administrator with a written request for a hearing before the City Manager, 31.2.4 if a request is filed, the City Manager shall act upon such request within twenty (20) 44 Operating Days. The City Manager shall provide the parties an opportunity to present their arguments and evidence concerning the relevant issues. The City Manager shall notify the Customer, the Contractor, and the Administrator in writing concerning the City Manager's decision. The City Manager may: confirm, in whole ot in part, die Administrator's findings, grant relief to the Customer or the Contractor; or take whatever other action the City Manager deems necessary and appropriate. The City Manager's decision shall be final and shall not be subject to further appeal within the City, 32. CONTRACTOR'S RELATIONSHIP WITH THE CITY 32.1 AVAILABILITY OF CONTRACTOR'S REPRESENTATIVES The Contractor shall cooperate with the City in every reasonable way to facilitate the successful completion of the activities contemplated under this Agreement. The City shall have twenty-four (24) hour access to the Contractor's District Manager and Field Supervisor via telephone and electronic mail from the City. Answering machines, pagers, or other devices that do not provide for immediate contact with the Contractor's District Manager and Field Supervisor shall not satisfy the requirements of this paragraph. The Contractor's District Manager shall meet with the Administrator within five (5) Operating Days after receiving a request for a meeting to discuss the Contractor's performance under this Agreement or other issues of concern to the Administrator. 32.2 ADMINISTRATOR'S REVIEW OF CONTRACTOR'S PERFORMANCE The Administrator is hereby designated as the public official responsible for the day-to-day administration of this Agreement by the City. The Contractor shall diligently work with the Administrator to formulate and adopt procedures that will facilitate the Contractor's performance under this Agreement and the Administrator's review of the Contractor's work, 32.3 CITY'S RIGHT TO INSPECT CONTRACTOR'S OPERATIONS The City shall have the right to inspect the Contractor's facilities and operations at any reasonable time to determine whether the Contractor's performance complies with the requirements of this Agreement, The Contractor shall make its facilities and operations available for the City's inspection and shall cooperate fully. 32.4 CITY'S RIGHT TO APPROVE Whenever this Agreement authorizes the City or one of its representatives (e.g., the Administrator)to approve a request by the Contractor, the City shall have the right to withhold its approval until the Contractor submits all of the information needed to evaluate the Contractor's request. The City shall fairly and objectively evaluate the information provided by the Contractor, as well as any other relevant facts. The consent of the City shall not be unreasonably withheld or delayed, except as otherwise explicitly provided herein. However, the City shall have the exclusive right to weigh the relevant facts and determine whether the approval of the Contractor's request is consistent with the requirements in this Agreement and the public interest. 45 I 33. CONTRACTS FOR COMMERCIAL COLLECTION SERVICE 33A CONTRACTS FOR CO?vnFERCIAL COLLECTION SERVICE The Contractor shall enter into a service contract with each New Customer before the Contractor provides Commercial Collection Service to that Customer. The Contractor shall use its best efforts to enter into service contracts with all existing Commercial Customers (i.e., Customers already receiving Collection Service from the City's franchised hauler on May 31, 2015) before .tune 1, 2015. The Contractor shall prepare a standard form that the Contractor shall use as its service contract with Commercial Customers. The proposed forra shall be provided to the Administrator for approval at least thirty (30) calendar days before the Commencement Date, and whenever the Contractor proposes to change its content. The terms and conditions contained in the form shall be consistent with the requirements in this Agreement; the service contract shall not contain any requirements or fees that are not authorized in this Agreement. The term of the service contract shall not extend beyond the term of this Agreement. The Administrator shall have the authority to approve the Contractor's service contract, or require additions, deletions, or changes to the language therein, including changes to the language provided below. The Contractor's service contract shall identify the service(s) that will be provided, the size and type(s) of Collection Container(s)that will be used, the frequency of Collection,the Scheduled Collection Day(s), and the Rates for the services that will be provided to the Customer. The service contract also shall contain the following information, unless alternate language is approved by the Administrator. REGULATION BY DELRAY BEACH This contract for the collection of Solid Waste is regulated by the City of Delray Beach. If you have questions that you cannot resolve with the Contractor regarding the terms and conditions in this contract, you may call the City's contract administrator at(561)243-7219. COMPACTORS AND ATTACHED ROLL-OFF CONTAINERS Commercial Customers may provide their own Compactor and attached Roll- Off Container for the solid waste that they generate on their property, if their Compactor and attached Roll-Off Container is one that can be serviced by the Contractor's collection equipment. In the alternative, a Commercial Customer may obtain a Compactor and attached Roll-Off Container from the Contractor. In either case, the Compactor and attached Roll-Off Container must be maintained in a safe, sanitary, serviceable condition by the owner of the Compactor and Roll-Off Container, RATES FOR SERVICES The City has approved standard rates for the collection of Solid Waste and Recyclable Materials. Under this contract, you will pay the following fees for the Contractor's services. You may call the City if you have questions about any of the Contractor's rates. 46 I-. 33.2 DISCLOSURE OF FEES FOR COMMERCIAL COLLECTION SERVICE The Contractor's service contract shall identify all of the services that the Contractor will provide to the Commercial Customer and all of the associated Rates. No fees or charges may be collected rom any Commercial Customer unless such fees and charges were disclosed to that Customer before the Contractor provided its services. With regard to existing Commercial Customers, the Contractor shall be presumed to have disclosed its Rates if the Contractor provided notice in compliance with Section 35 prior to commencing its Collection Service. This presumption shall expire on September 1, 2015. Thereafter, if a dispute arises between a Customer concerning the Contractor's Rates, the Contractor will need to demonstrate that it has a service contract with the Customer or otherwise fully disclosed its Rates to the Customer prior to providing its Collection Service. 33.3 RESERVED i 33.4 INITIATION OF SERVICE TO A COMMERCIAL CUSTOMER On June 1, 2015, the Contractor shall begin to provide its Collection Services to each Commercial Customer in the Service Area. Thereafter,the Contractor shall provide its Collection Services for Commercial Waste within three (3) Operating Days after the Contractor receives a request for service froze a New Customer and the New Customer signs a service contract with the Contractor. 33.5 TERMINATION OF SERVICE TO A COMMERCIAL CUSTOMER The Contractor may tenninate Collection Service to a Commercial Customer based on the Customer's failure to pay the Contractor's bills for Collection Service. The Contractor shall notify the Administrator at least fifteen (15) calendar days before service is terminated to a Commercial Customer. Upon being notified, the City shall take whatever action it deems appropriate to enforce compliance with the City's Ordinances. If Collection Service is terminated, the Contractor may remove from the Customer's Premises any Collection Containers or other equipment belonging to the Contractor. Contractor may charge Interest on delinquent accounts with Commercial Customers and may charge a reasonable fee for the resumption of service, subject to Applicable Laws. The proposed fee for the resumption of service shall be subject to the Administrator's approval. 34. RECORD KEEPING AND REPORTING 34.1 GENERAL RECORD KEEPING AND REPORTING REQUIREMENTS 34.1.1 The Contractor shall be solely responsible for keeping all of the records and documents necessary to demonstrate that Contractor has performed its duties in compliance with the requirements in this Agreement. The Contractor's records shall be accurate, well-organized and up-to-date at all times. The Contractor's records concerning its performance under this Agreement shall be kept in the Contractor's local office or in another location in Palm Beach County for at least three (3) years following the termination of this Agreement. 34.1.2 All of the Contractor's reports to the City shall be submitted in an electronic (digital) format that is compatible with the City's software. Hard copies also shall be 47 I i I provided, if requested by the Administrator, or if they are expressly required herein. The format and content of the Contractor's reports are subject to the Administrator's approval. The reports shall be signed by the District Manager or other duly authorized representative of the Contractor. 34.1.3 The Contractor shall prepare the logs identified in Sections 34,2.1, 34.2.2, 34.2.3, 34.2.5, 34.2.6, 34.2.7 and 34.2.8 of this Agreement. The Contractor is encouraged to maintain the other log identified in Section 34.2, but the Contractor shall not be required to do so, unless the Administrator concludes that the reporting requirements in Section 34.2.4 must be enforced to ensure the Contractor's compliance with the other provisions in this Agreement. 34.1.4 All of the Contractor's logs shall be maintained in an electronic database that is compatible with the City's software systems. The database shall be available for inspection by the City at any time during normal business hours. Upon request, the information in the logs shall be provided to the Administrator within five (5) Operating Days. The general format and content of the Contractor's logs shall be subject to the Administrator's approval. 34.2 SPECIFIC RECORD KEEPING REQUIREMENTS 34.2.1 Collection Service Lo --The Contractor shall maintain records and a log concerning all of the Collection Services the Contractor provides to each Customer in the Service Area. At a minimum, the records shall identify: the type of service provided to each Customer; the date(s) when service was provided; the size of, and frequency of Collection for, the Mechanical Containers (if any) used by the Customer; and the Collection Services (e.g., Special Collection Services), if any, for which the Customer paid a fee directly to the Contractor. The Contractor shall maintain the same records with the same information for all of the Collection Services that the Contractor provides to the City pursuant to Section 36. The Contractor shall summarize its records in a log. 342.2 Solid Waste Disposal Loy — The Contractor shall maintain records and a log concerning all of the Solid Waste it collected in the Service Area, including the materials collected for the City pursuant to Section 36. The records shall identify the amounts of Solid Waste collected and the locations where the Solid Waste was taken for disposal, as documented by scale house tickets and receipts. The records shall address each Load of Solid Waste for each Collection vehicle for each Operating Day. These records shall be summarized in a log. 34.23 Recyclable Materials _Log — The Contractor shall maintain records and a log concerning all of the Source Separated Recyclable Materials it collected in the Service Area, including the materials collected for the City pursuant to Section 36. The records shall identify the amounts of Source Separated Recyclable Materials collected and the locations where the Source Separated Recyclable Materials were taken for processing, as documented by scale house tickets and receipts. The records shall address each Load of Source Separated Recyclable Materials for each Collection Vehicle for each Operating Day. These records shall be summarized in a log. 49 I . 34.2.4 Vehicle Maintenance Lo — Upon request, the Contractor shall keep maintenance records and a log for each vehicle used for Collection Service. At a minimum, the log shall show: the identification number for the vehicle;the date and description of all routine maintenance activities; and the date and description of all repair activities. 34.2.5 Non-Collection Notice Log—The Contractor shall maintain records and a log of all occasions when the Contractor issued Non-Collection Notices. The log shall include: the date when the notice was issued; the Customer's street address; and the reason for the Non-Collection Notice, 34.2.6 Com plaint Lo —The Contractor shall maintain records and a log of all complaints. The log shall include: the date and time when the Contractor was notified by the City or Customer; the Customer's street address; a description of the complaint; whether the complaint was a Legitimate Complaint; the date and time when the complaint was resolved; and a description of how the complaint was resolved. 34.2.7 Property Damage Lo —The Contractor shall maintain records and a log concerning all accidents and events when Contractor's employees, vehicles, or equipment caused an injury to any Person or domestic animal, or damage to any public or private properly. At a minimum, the log shall include: the date and time when the event occurred; the address where the event occurred; the name of the Person that reported the event; a description of the event; the vehicle or equipment number, and/or the name of the employee involved in the event; the name and address of the Person suffering the injury or damage; a description of the injury or damage suffered; and a description of how and when the matter was resolved. 34.2.8 Cart Log—The Contractor shall maintain records and a log concerning the Garbage Carts and Recycling Bins that are provided by the Contractor pursuant to this l Agreement. At a minimum, the log shall identify: the location of the Residential Property occupied by each Customer that received a Garbage Cart or Recycling Bin; whether the Customer received a replacement cart or purchased a new cart; and the size of the cart that was provided. 34.3 QUARTERLY REPORT 34.3.1 The Contractor shall submit a quarterly report to the Administrator no later than the fifteenth (15th) day of each calendar quarter (i,e., January 15; April 15, July 15; October 15). At a minimum, the quarterly report shall contain the following information for the previous quarter: (a) the total quantity of each type of Residential Waste (e.g., Garbage; Bulky Waste) delivered to each Designated Facility pursuant to this Agreement; (b) the total quantity of Source Separated Recyclable Material delivered to each Designated Facility; (c) the amount of Solid Waste and Source Separated Recyclable Material (if any) delivered to other facilities; (d) the number of Missed Collections; (e) a summary of each accident involving personal injuries or property damage; and (f) the total number of Legitimate Complaints. 34.3.2 The quarterly report shall include any infon-nation requested by the Administrator to enable the City to comply with Chapter 403, Florida Statutes, or other Applicable Laws concerning Recycling rates, Recycling goals, Solid Waste management programs, or similar matters. 49 34.3.3 Whenever the Contractor submits a quarterly report to the City, the Contractor also shall submit a signed written statement from the District Manager or their designee, verifying that the quarterly report is accurate in all respects. The District Manager or their designee also shall verify in each quarterly report that (a) all of the Solid Waste and Source Separated Recyclable Material collected by the Contractor under this Agreement has been delivered to a Designated Facility, and (b) the Contractor's quarterly report accurately accounts for all such deliveries. 34.4 ANNUAL REPORT Contractor shall submit an annual report to the Administrator no later than sixty (60) calendar days after the end of each Operating Year. At a minimum, the annual report shall include the following information: (a) annualized information for all items required in the quarterly reports; (b) updated lists of all vehicles and equipment used to provide Collection Service under this Agreement; (c) a description and inventory of the equipment, facilities, manpower, and other resources available for emergency conditions; (d) a tread analysis and overall evaluation of the number and types of Legitimate Complaints received by the Contractor on a monthly and annual basis during the term of this Agreement; (e) a corrective action plan for systemic and chronic problems, if any; (f) an updated Collection Plan; (g) an updated Contingency Plan; (h) an updated Safety Plan; (i) a surnmary of all accidents and Legitimate Complaints involving personal injuries or damage to public or private property during the prior year; and 0) a list of the vehicles, if any, that will be replaced in the upcoming year to comply with the requirements in Section 2 8.3 herein. 34.5 ACCIDENT REPORTS The Contractor shall notify the Administrator of any accidents involving the Contractor's staff, vehicles, or equipment that occur while the Contractor is performing services under this Agreement and require notification to OSHA or any other regulatory agency under Applicable Laws. The Contractor also shall notify the Administrator of accidents involving personal injuries or damage to public or private property. In all such cases, oral notice shall be provided within six (6) hours of the accident and a written report shall. be provided to the Administrator within one (1) Operating Day of the accident. If any issues are unresolved at that time, a subsequent report shall be provided to the Administrator within two (2) Operating Days following the ultimate disposition of the case. The oral and written reports shall include the date and time of the event, a description of the event, an estimate of the damages and injuries (if any) caused by the event, and a description of how the event and any associated darnages and injuries were handled or will be handled. 34.6 CITY'S RIGHT TO INSPECT AND AUDIT CONTRACTOR'S RECORDS Contractor shall cooperate with the Administrator and provide every reasonable opportunity for the City to ascertain whether the duties of the Contractor are being perfonned properly. Contractor shall promptly provide any information regarding the services provided by the Contractor under this Agreement, in addition to the information required explicitly by this Agreement,that the Administrator or the Contractor deem relevant under the circumstances. The City shall have the right to inspect, copy, and audit, at the City's expense, all of the Contractor's records concerning the Contractor's services under this Agreement, except confidential personnel records. The Contractor's records shall be made available for inspection in 50 the City during normal business hours, within five (5) Operating Days after the City requests the records. The Contractor may provide electronic copies of the records, in lieu of hard copies. 34.7 PUBLIC'S RIGHT TO INSPECT CONTRACTOR'S RECORDS The Contractor shall comply with all applicable requirements contained in the Florida Public Records Law (Chapter 119, Florida Statutes), including but not limited to any applicable provisions in Section 119.0701,Florida Statutes. To the extent that the Contractor and this Agreement are subject to the requirements in Section 119.070 1, Florida Statutes,the Contractor shall: (a) keep and maintain all records that ordinarily and.necessarily would be required to be kept by the City in order to perform the services provided hereunder; (b) provide the public with access to public records on the same terms and conditions that the City would provide the records and at a cost that does not exceed the cost specified in Chapter 119,Florida Statutes, or other laws; (c) ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed, except as authorized by law; and (d) comply with all requirements for retaining public records and transfer, at no cost, to the City all records in the possession of the Contractor at the expiration or termination of this Agreement, and destroy all public records that are confidential and exempt from public records disclosure requirements. If the Contractor fails to comply with the requirements in this Section 31.7, the City may enforce these provisions in accordance with the terms of this Agreement. 35. PUBLIC NOTICES AND EDUCATIONAL SERVICES The Contractor shall provide the following notices and educational services to help inform the public about the City's Solid Waste management system. The Contractor shall work closely with the City when preparing the notices, educational materials, and promotional information required pursuant to this Section 35. The design and content of the notices, educational materials, and promotional information shall be subject to the Administrator's prior approval. The Contractor shall be responsible for all expenses associated with the notices and educational services required herein. 35.1 NOTICE FOR COMMENCEMENT OF ,SERVICE At least thirty (30) calendar days before the Commencement Date, the Contractor shall design, print, and deliver a notice to each Commercial Customer concerning the Contractor's Collection Services. Notice shall be provided to Residential Customers approximately two (2)weeks before the Commencement Date and again approximately one week before the Commencement Date. The notice shall be delivered by the U.S. Postal Service or hand delivered via door hangers. At a minimum, the notice to Residential Customers shall (a) identify each of the Scheduled Collection Days for the Customer receiving the notice, (b) summarize the applicable Set Out requirements, and (c) include other educational and promotional information provided to the Contractor by the 51 i City. The notice also may provide any other relevant information concerning the Contractor's services. 35.2 ANNUAL NOTICE TO CUSTOMERS The Contractor shall design, print, and mail or deliver an annual notice to all Residential Customers within the Service Area. The notice shall include the same basic information provided for the commencement of service pursuant to Section 35.1, above, but shall be updated as necessary. The Contractor shall provide the annual notice in December of each Operating Year. 35.3 NOTICES FOR NEW CUSTOMERS The Contractor shall design, print, and snail or deliver appropriate informational materials for each New Customer. At a minimum, the notice shall include the same information that is contained in the annual notice pursuant to Section 35.2. 35.4 NOTICES CONCERNING CHANGES IN COLLECTION SCHEDULES The Contractor shall design, print, and deliver a notice to each Customer that will be affected by a change in the Scheduled Collection Days. An electronic (digital) copy of the draft notice shall be submitted to the Administrator for review and approval at least three (3) weeks prior to the printing and delivery of the notice. The approved notice shall be delivered to the affected. Customers before the Contractor changes its Scheduled Collection Days. Notice shall be provided twice to Residential Customers that receive Collection Service at Curbside. Such Customers shall receive notice approximately two (2) weeks prior to the change and then they shall receive notice again approximately one (1)week prior to the change. 35.5 NOTICES FOR HOLIDAYS hi accordance with the procedure in Section 35,4, the Contractor shall provide notice to Customers that will be affected by a change in their Scheduled Collection Days because of a Holiday. 36. CONTRACTOR'S COLLECTION SERVICES FOR THE CITY 36.1 GENERAL REQUIREMENTS Subject to the conditions contained herein, the Contractor shall provide Collection Services for the City at certain City facilities and public locations designated by the City. The Contractor shall be solely responsible for all of the costs and expenses associated with these services, including the cost of Collection, Tipping Fees, and the cost of purchasing, delivering, and using Collection Containers, except as otherwise explicitly set forth herein. With regard to the Contractor's services for the City, the City shall determine: (a) the size of the Collection Containers that shall be provided by the Contractor; (b) the frequency of Collection Service for each Collection Container; (c) the location where the Collection Container will be placed by Contractor; and (d) the types of Collection Containers to be used. The City shall have the right to increase or decrease the number of Collection Containers at any location, as well as the right to add new locations for the placement of Collection Containers. 52 At a minimum, the Contractor's Collection Services for the City's properties and facilities shall be provided in compliance with the following requirements: (a) Garbage shall be collected twice each week; (b) Source Separated Recyclable Materials shall be collected once each week; and (c) Mechanical Containers used for the Collection of Yard Waste and/or Construction and Demolition Debris shall be emptied by the Contractor whenever the Mechanical Containers are full. If the Administrator notifies the Contractor before 12 p.m. (noon) that a Mechanical Container used by the City is full, the Contractor shall empty the container on the same day. If the Administrator notifies the Contractor after noon, the Contractor shall empty the Mechanical Container before noon on the next Operating Day, In addition, the Contractor shall increase the size of the Collection Container or the frequency of Collection Service for any Collection Container if the Administrator determines the current level of service is inadequate. 36.2 COLLECTION OF SOLID WASTE AND SOURCE SEPARATED RECYCLABLE MATERIALS AT CITY FACILITIES The Contractor shall provide for the Collection of Solid Waste and Source Separated Recyclable Materials from any property that is owned, occupied, or controlled by the City, including any such property that is acquired during the term of this Agreement. Exhibit 9 identifies the City properties that shall receive Collection Service, and it identifies the type and level of Collection Service to be provided to each City property, beginning on June 1, 2015. The Contractor's obligation under this Section 36.2 includes the Collection of Solid Waste and Source Separated Recyclable Materials that are collected by the City at other locations as a result of City operations and then transported to the City properties identified in Exhibit 9. 36.3 COLLECTIONS FROM TRASH RECEPTACLES AND RECYCLING CONTAINERS AT BUS SHELTERS,PARKS,AND OTHER PUBLIC LOCATIONS The Contractor shall provide Collection Service for all of the Garbage and Rubbish discarded in: (a)the trash receptacles located adjacent to the public bus shelters that are identified in Exhibit 7; (b) the trash receptacles located along Atlantic Avenue, the Beach area, and Pineapple Grove, which are identified in Exhibit 11; and (c) the trash receptacles that the City will purchase and install in the locations where the City currently has "Big Belly" solar-powered trash compactors, which are identified in Exhibit 8. At all of these locations, the Contractor shall collect and remove all of the Garbage and Rubbish that has been placed in the trash receptacle. The Contractor also shall replace the Plastic Bag in each receptacle, and pick up all of the litter within ten (10) feet of the trash receptacle, each tune the receptacle is emptied. The Contractor shall provide these services at each location, at least two (2) tinges each week. The Contractor shall provide these services at each location identified in Exhibit l l at least six(6) times each week. The City intends to install containers for the Collection of Source Separated Recyclable Materials at twenty (20) or more of the locations identified in Exhibit 11 for trash receptacles. The Contractor shall collect and remove the Source Separated Recyclable Materials from each of these Recycling Containers at least two (2) times each week. The Contractor also shall replace the Plastic Bag(if any) in each Recycling Container, as necessary. 53 ........ The Contractor shall be responsible for purchasing and replacing all of the Plastic Bags used when providing Collection Service pursuant to this Section 36.3, The City shall be responsible for purchasing, installing, maintaining, and replacing the trash receptacles and Recycling Containers that will be used pursuant to this Section 363. Each trash receptacle and Recycling Container shall be approximately forty (40) gallons or .less in capacity. The Contractor shall promptly notify the Administrator if one of the City's trash receptacles or Recycling Containers needs to be repaired or replaced. Exhibit 3C contains a "per unit" Rate ($ ---- per month) for providing Collection Service to a trash receptacle located in any one of the areas identified in Exhibits 7, 8, and 11. If the City increases or decreases the number of trash receptacles located in these areas, the City's payments to the Contractor shall increase or decrease, as applicable, based on the per unit Rate set forth in Exhibit 3C. In the same manner, the City's payments to the Contractor shall be increased or decreased, as applicable, if the City increases or decreases the number of Recycling Containers located in the areas identified in Exhibits 7, 8, and 11. 36.4 COLLECTION OF SOURCE SEPARATED RECYCLABLE MATERIALS AT PUBLIC DROP-OFF FACILITIES The Contractor shall collect the Source Separated Recyclable Materials that are delivered to the City's public drop-off facilities. The locations of the City's public drop-off facilities are identified in Exhibit 10. At each of these facilities, the Contractor shall provide separate Collection Containers for (a) paper and cardboard, and (b) plastics, metal, and glass. The Authority currently collects the paper and cardboard at each of the City's public drop-off facilities. As long as the Authority provides Collection Service for paper or cardboard, the Contractor shall not be required to collect such materials from the City's public drop-off facilities. Subject to this exception for paper and cardboard,the Contractor shall collect all of the Source Separated Recyclable Materials at each drop-off facility at least once each week, If necessary, the Contractor shall provide larger Collection Containers or increase the frequency of Collection Service, without increasing the Rate charged to the City. 36.5 COLLECTION OF BULKY WASTE AND YARD WASTE The Contractor shall assign a driver and a clamshell truck to work with the Administrator on a full-time basis, five (5) days each week. This driver and vehicle shall be used primarily to collect piles of Bulky Waste and Yard Waste that have been placed at the Curbside before a Customer's Scheduled Collection Day. This driver and vehicle also may be used to collect debris from illegal dumping. This driver and truck shall be in addition to the equipment and personnel used to collect Bulky Waste and Yard Waste on Scheduled Collection Days under this Agreement. 36.6 COLLECTION OF BIOLOGICAL WASTE The Contractor shall provide Collection Service for dead animals, fish, and birds (collectively, `Biological Waste"), when requested to do so by the Administrator. Collection Service shall be provided if such Biological Waste is located on a public right-of-way, park, or other City property. The Contractor shall provide such Collection Service within two (2) hours after the Administrator requests service from the Contractor, In addition, each driver of the Contractor's Collection Vehicles shall be instructed to promptly notify the Field Supervisor if the driver sees Biological Waste in any of the City's roadways or public areas. The Field Supervisor shall 54 promptly dispatch an employee to collect the Biological Waste after receiving notice from one of the Contractor's drivers. Notwithstanding the foregoing requirements in this Section 36.6, the Contractor is not required to collect and remove dead horses, cows, whales, porpoises, or other equally large animals. 36.7 COLLECTIONS FOR SPECIAL PROJECTS The Contractor shall collect and dispose of the Construction and Demolition Debris and other Solid Waste generated by the City's employees when the City's employees undertake special construction projects in the City's parks or undertake similar projects on other City properties. However, the Contractor is not obligated to collect or dispose of Solid Waste generated by a third party contractor when the.third party contractor is constructing or renovating the City's buildings or performing other similar work for the City. 36.8 COLLECTION FOR COMMUNITY EVENTS The Contractor shall provide Collection Service for certain Community Events (e.g., community clean-ups, parades, and other special events) that are designated by the Administrator. It is anticipated that the Contractor will be required to provide Collection Service for at least six (6) Community Events, including but not limited to the City's First Night celebration, the annual Christmas Tree Lighting, the Fourth of July celebration, the Chris Evert Tennis Tournament, the Delray Beach Open Tennis Tournament, and other professional tennis tournaments, when scheduled. The Contractor also shall provide Collection Service for Garbage, Rubbish, Source Separated Recyclable Materials, Bulky Waste, Yard Waste, and other debris collected when the City conducts a neighborhood or lot clean-up program for illegal dumping, In cases involving illegal dumping or other conditions that pose a nuisance or danger to the public, the Contractor shall provide its Collection Service within one (1) Operating Day after receiving a request for Collection Service from the Administrator. 36.9 CITY'S INTEGRATED SOLID WASTE MANAGEMENT PROGRAM AND PUBLIC EDUCATIONAL ACTIVITIES The City supports the integrated Solid Waste management plan adopted by the Authority and the City wishes to implement the plan in the Service Area. The City also wants to enhance the City's Recycling programs. The Contractor shall help the City by providing technical advice and assistance concerning these activities. The Contractor also shall help the City develop educational programs and materials concerning .integrated Solid Waste management practices, including Recycling. However, the Contractor is not obligated to make any out-of-pocket expenditures to comply with the requirements in this Section 36.9. 37. CONTRACTOR'S EMERGENCY SERVICES 37.E COLLECTION OF GARBAGE AFTER A DISASTER Following a hurricane,tornado, or other natural or human event that is declared a federal disaster, the Contractor shall use its best efforts to immediately collect, by any means available, all of the Garbage that is Set Out by Customers. This shall be the Contractor's primary responsibility until the Contractor is able to provide Collection Services on a routine basis, as mutually determined by the Administrator and Contractor. The Contractor shall use its best efforts to resume its 55 i Collection Services for Bulky Waste, Yard Waste, and Source Separated Recyclable Materials on the Scheduled Collection Days as soon as possible after the disaster. Until the Contractor resumes normal Collection Service, the Contractor's work for the City shall be the Contractor's highest priority and it shall take priority over the Contractor's work for Commercial Customers and other members of the private sector. 37.2 EMERGENCY VARIANCES IN ROUTES AND SCHEDULES In the event of a hurricane, tornado, or other natural or human event that is declared a federal disaster, the Administrator may grant the Contractor a variance from the Contractor's regular routes and schedules. Requests for a variance shall be submitted in writing to the Administrator. If the Contractor's request is granted, the Contractor shall furnish a map depicting the revised routes and shall provide the revised schedules in writing. Thereafter, the Contractor shall contact the Administrator on a daily basis and describe the status of the Contractor's efforts to provide Collection Service and resume the use of normal routes and schedules. The Contractor shall provide the Administrator with any requested information so that the Administrator can evaluate and respond to the disaster. 37.3 COLLECTION OF DISASTER DEBRIS This Agreement does not give the Contractor the right to collect Disaster Debris. The City will enter into a separate contract with the Contractor if the City wishes to utilize the Contractor's services for the Collection of Disaster Debris. Nothing herein shall require the City to utilize the services of Contractor, or prevent the City from hiring another Person, to collect Disaster Debris. Among other things, the City may utilize the City's Disaster Debris Contract in accordance with the City's emergency management plan, or the City may utilize City personnel and equipment, h for the Collection of Disaster Debris. 37.4 CONTRACTOR'S CONTINGENCY PLAN The Contractor shall develop a Contingency Plan, which shall describe the Contractor's plan of action in the event that an emergency or other situation renders the Contractor's operations yard or equipment unusable. The Contingency Plan shall describe the steps that the Contractor shall take to avoid interruptions or reductions in Collection Service under such circumstances. The Contingency Plan shall be submitted to the Administrator before the Commencement Date, in compliance with the schedule in Section 52, The Contingency Plan shall be updated annually and resubmitted to the Administrator (a) with the Contractor's annual report and (b) within five (5) Operating Days after the plan is revised by the Contractor. The Contingency Plan and all revisions to the plan are subject to the Administrator's approval. 37.5 CITY'S EMERGENCY MANAGEMENT MEETINGS If requested by the Administrator, the Contractor shall attend the City's emergency management and disaster preparedness meetings and shall provide the City with any materials that may be useful to the City's efforts, including but not limited to Collection schedules and routes. The Administrator shall notify the Contractor of the date, time, and location of the meetings, and shall identify any necessary materials that are to be provided by the Contractor. 38. RATES FOR CONTRACTOR'S SERVICES 38.1 UNIFORM RATES FOR ALL COLLECTION SERVICES 56 The Rates in Exhibit 3 are the maximum amounts that shall be charged for the Collection Services provided by the Contractor pursuant to this Agreement. The Rates shall be applied uniformly to all Customers receiving Collection Services from the Contractor within the City after the Effective Date. The Contractor shall utilize the Rates in Exhibit 3, and no others, when billing its Customers or the City, 38.2 RATES FOR SPECIFIC COLLECTION SERVICES The Rates for Residential Collection Services are set forth in Exhibit 3A. The Rates for Commercial Collection Services are set forth in Exhibit 3B, The Rates for the services provided to the City are set forth in Exhibit 3C. The Rates for Special Collection Services are set forth in Exhibit 3D. The Rates identify the Collection component and the fuel component, if any,that are applicable to each Collection Service. 38.3 CPI ADJUSTMENTS TO COLLECTION COMPONENT OF RATES On October 1, 2015 and each October 1 thereafter during the tern of this Agreement, the Collection component of the Rates may be adjusted upward or downward to reflect the changes in the cost of Collection during the previous year due to inflation or deflation. Specifically, the Collection component of the Rates in Exhibit 3 may be adjusted by an amount that is equal to the percentage change in the Consumer Price Index ("CPI") for all urban Miami-Fort Lauderdale area, all items as published by the U.S. Department of Labor, Bureau of Labor Statistics ("CPI). during the most recent twelve consecutive month period beginning on April l and ending on March 31. For example, with regard to the CPI adjustment on October 1, 2015, the relevant period will be April 1,2014 through April 1, 2015, The percentage change in the CPI shall be calculated by using the following formula: PC=CPI 1 divided by CPI 2, minus 1,0, multiplied by 100 Where: PC is the percentage change in the CPT from one year to the next CPI I is the CPI index number for the most recent April (e.g., April 2015) CPI 2 is the CPI index number for April in the year before CPI 1 (e.g., 2014) Notwithstanding anything else contained herein, a single CPI adjustment to the Rates shall not exceed four percent (4%) and there shall be no "catch up" adjustment to the Rates in future years (i.e., there will not be an adjustment to the Rates in the future to offset or mitigate the effect of the four percent(4%) "cap" in a year when the CPI adjustment would exceed four percent (4%), but for the four percent (4%) limitation contained herein). If the CPI is discontinued or substantially altered, the City may select another relevant price index published by the United States government or by a reputable publisher of financial and economic indices. Notwithstanding anything else contained herein, the CPI adjustment to the Rate shall occur only if the Contractor delivers a written request for a CPI adjustment to the Administrator on or before July 1 of the then current Operating Year. If the Contractor fails to make a timely request for a CPI adjustment, there shall be no CPI adjustment on October 1 of the next Operating Year. Further, there shall be no "catch up" adjustment to the Rates in future years to off-set or mitigate the effect of failing to request the adjustment, Exhibit 12 contains sample calculations that demonstrate how the CPI adjustments will be calculated under hypothetical circumstances. 57 38.4 RESERVED 38.5 ADJUSTMENTS TO DISPOSAL COMPONENT OF COMMERCIAL RATES The disposal component of the Rates shall e adjusted to reflect any changes in the rpping Fees charged at the Designated Facility. The Contractor shall provide the City and its Customers with advance notice of any pending changes in the Tipping Fees. The Rate adjustment shall be effective on the date of the change in the Tipping Fee at the Designated Facility or the date when the Contractor gave notice of the Rate adjustment to its Customers and the City, whichever occurs later, 38.6 RATE ADJUSTMENTS FOR CHANGES IN LAW If a Change in Law will directly and materially affect the Contractor's cost of providing its services under this Agreement, the Contractor may request the City to adjust the Rates, If the Contractor wishes to exercise this option, the Contractor shall prepare and submit a schedule of proposed Rates that will distribute the increased costs in a fair and non-discriminatory manner. The Contractor's request shall be accompanied by all data and analyses necessary for the City to fairly evaluate the proposed Rate increase. The City Manager may request, and upon request the Contractor shall provide, additional information as necessary. After receiving the requested information, the City Manager shall present the Contractor's request and the City Manager's recommendations to the City Commission. The Contractor shall be given a reasonable opportunity to explain the basis for its request at a duly noticed public meeting of the Commission. The City Manager and. the City Commission shall fairly evaluate the Contractor's request in a timely manner and in compliance with the requirements in Section 32.4, above. Subject to the provisions of Section 32.4, the Contractor's request shall be approved if the request complies with the requirements in this Section 38.6 and the Agreement. The City Commission's decision to grant or deny the Contractor's request shall constitute final action by the City. If any adjustments to the Rates are approved, the adjusted Rates shall become effective upon the date designated by the Commission. Adjustments (if any) to the Rates shall be designed to compensate the Contractor for the increased costs incurred by the Contractor after the Change in Law took effect. If a Rate adjustment is approved pursuant to this Section 38.6 and the adjustment will cause the Rate for any Collection Service to increase by an amount that is equal to or greater than twenty percent (20%) of the Rate in effect before the adjustment took effect, or cause the Rate for any Collection Service to be greater than one hundred fifty percent (150%) of the Rate on the Effective Date (adjusted by the CPI), the Commission may terminate this Agreement at any time after providing one hundred eighty(180) days' notice to the Contractor. 38.7 EXTRAORDINARY RATE ADJUSTMENTS 38,7.1 Once each Operating Year, before April 1, the Contractor may petition the City Manager for a Rate adjustment on the basis of extraordinary or unusual changes in the cost of its operations that could not reasonably be foreseen by a prudent Person. Contractor's petition shall contain a detailed justification for the Rate adjustment. Among other things, the Contractor's petition shall include an audited statement of Contractor's historical and current expenses, demonstrating that Contractor has 58 incurred an extraordinary increase in Contractor's costs due to factors beyond the Contractor's control, which have occurred through no fault or .negligence of the Contractor. The audited statement shall be prepared by a certified public accountant that is licensed in the State of Florida and not an employee of the Contractor or its affiliates. At its expense, the City may audit the Contractor's records to evaluate the Contractor's request. The City Manager may request from the Contractor, and the Contractor shall provide, all of the information that is reasonably necessary for the City Manager to evaluate the Contractor's petition. 38.7.2 The Contractor shall be given a reasonable opportunity to explain the grounds for its petition at a public meeting conducted by the Commission. The Commission shall approve or deny the Contractor's request in a timely manner after the City Manager receives all of the information requested from the Contractor. The Commission may deny the Contractor's request for any reason or no reason, in its sole discretion, as the Commission deems appropriate. The Commission's decision shall be final and non-appealable. 38.7.3 if the Contractor's request is granted in whole or in part, the Commission shall have the right to reduce the Contractor's Rates, if and to the extent that the factors causing the Contractor's price increase have been ameliorated or eliminated. Every twelve (I2) months after a request is granted, the City Manager shall have the right to request, and the Contractor shall prepare promptly upon request, an updated audit and explanation of whether the extraordinary Rate increase should remain in effect. The City Manager may reduce the Contractor's Rates to the levels that were in effect before the extraordinary Rate increase was granted, if the Contractor does not timely submit adequate information to justify the continued payment of the extraordinary Rate increase. 38.8 RATES FOR DISASTER DEBRIS If the Administrator wishes to have the Contractor collect Disaster Debris following a federally declared disaster, the City and the Contractor shall enter into a separate contract and the City shall pay the Contractor in accordance with the terms, conditions, and Rates that are mutually agreed upon by the City and Contractor before the commencement of the Contractor's work under that contract. This Agreement does not authorize any payments for the Collection of Disaster Debris. 38.9 ADJUSTMENTS TO FRANCHISE FEE Whenever any Rate is adjusted,the Franchise Fee shall be recalculated and then paid based on the adjusted Rate. The adjusted Rate shall include the Franchise Fee in those cases where the original Rate included the Franchise Fee. When the adjusted Rate (including the Franchise Fee) takes effect, the Contractor may bill and collect the adjusted Rate from its Customers. It is intended that the Franchise Fee will be set by the City and then passed through to the Contractor's Customers. 39. PAYMENTS TO CONTRACTOR FOR COLLECTION SERVICES 39.1 GENERAL BILLING AND PAYMENT PROVISIONS 59 i' The City and the Customers shall have no obligation to pay any fee, charge, cost or other sum to the Contractor unless such payment is explicitly authorized in this Agreement and the fee is identified in Exhibit 3. The Rates for Collection Services in Exhibit 3 shall constitute full and complete compensation to the Contractor for the services provided by the Contractor under this Agreement. In all cases, the City shall have the sole authority to determine whether and the extent to which the Contractor is entitled to payment for services it provided under this Agreement. 39.2 PROHIBITIONS ON PAYMENTS FROM CUSTOMERS TO CONTRACTORS Neither the Contractor nor its agents, subcontractors, employees or other representatives shall solicit or accept any payment or monetary remuneration from any Customer for the provision of any Service described in this Agreement, unless such payments are explicitly authorized in this Agreement and the payments are less than or equal to the amounts authorized. If a Customer or other Person delivers any money to the Contractor for any service provided in the Service Area, and such payment is not explicitly required in this Agreement, the Contractor shall return the money to the Customer within five (5) Operating Days after the money is received by the Contractor. 39.3 PAYMENTS FROM CITY FOR RESIDENTIAL COLLECTION SERVICE Subject to the conditions and exceptions contained herein, the City shall pay the Contractor for the Residential Collection Service that is provided by the Contractor in compliance with this Agreement, The City's payments will be based on the Rates set forth in Exhibit 3A. On or before the tenth day of each Operating Month, the Contractor shall provide the City with an invoice for the Residential Collection Services that were provided by the Contractor during the prior Operating Month, The format of the Contractor's invoice shall be subject to the approval of the City's Chief Financial Officer, The Contractor's invoice shall identify the type of Residential Collection Service provided (i.e., Curbside Collection with Garbage Carts; Curbside Collection with Plastic Bags; Collection with Mechanical Containers) and the number of Dwelling Units that received each type of Collection Service. The amount of the City's payments to the Contractor shall be calculated by multiplying the applicable monthly Rate for a Residential Service tirnes the number of Dwelling Units on the Residential Customer List that received that specific type of Collection Service. For the purposes of calculating the amount of the City's payments, the Contractor shall use the Residential Customer List as it existed on the first day of the Operating Month for which payment is being made. The City shall pay the Contractor within thirty (30) days after the City receives the Contractor's invoice, but the City may deduct any unpaid Franchise Fees from its payment, pursuant to Section 40.1, below. The City shall have the right to request and obtain additional information from the Contractor concerning the Contractor's invoice. The City also has the right to contest the amounts requested in the Contractor's invoice. However, the City shall pay all undisputed amounts within thirty(30) days after receiving the Contractor's Invoice. At its option, the City may pay the Contractor by using the City's credit card for any amount owed pursuant to this Section 39.3. The City also may use its credit card to pay any amount owed to the Contractor pursuant to Sections 39.4, 39.5, and the other provisions in this Agreement. 60 39.4 CITY'S PAYMENTS FOR COLLECTION SERVICES PROVIDED TO CITY PROPERTIES,TRASH RECEPTACLES,AND RECYCLING CONTAINERS Subject to the conditions and exceptions contained herein, the City shall pay the Contractor for e Collection , facilities, trash receptacles, and Recycling Containers in compliance with Section 36 of this Agreement. The City's payments will be based on the Rates set forth in Exhibit 3C. The Contractor's invoice shall identify the specific services that were provided and the applicable Rate for each service. The invoice shall he submitted with the Contractor's invoice for Residential Collection Services and it shall be reviewed and paid in the same manner, subject to the requirements and limitations set forth above in Section 39.3. 39.5 CITY'S PAYMENTS FOR DISPOSAL COSTS The Authority collects non-ad valorem special assessments to pay for the disposal of Solid Waste generated on Residential Property and the City's property. The Authority then issues "disposal credits" that the City may use to pay the Authority's Tipping Fees when the City is delivering its Solid Waste to the Authority's facilities for disposal.. Under this Agreement, the City shall give and assign its rights in the disposal credits to the Contractor. Accordingly, for each Operating Month, the Contractor shall receive the City's disposal credits for the Solid Waste generated on the Residential Property in the Service Area, as well as the disposal credits for the Solid Waste that is generated on the City's property and delivered to the Authority's facilities. Except for the assignment of its disposal credits, the City shall have no obligation to pay the Contractor for the disposal of any Solid Waste collected when providing Residential Collection Service or when providing the Collection Services required pursuant to Section 36 of this Agreement, with one exception, which is described below. Under this Agreement, the Contractor is obligated to collect Solid Waste from trash receptacles that are located along Atlantic Avenue, the Beach area, and Pineapple Grove and identified in Exhibit 11. Approximately eighty-four (84) of these receptacles do not have property control numbers and, therefore, the City does not pay disposal costs to the Authority for these receptacles. Since the City does not have disposal credits to assign to the Contractor for the disposal of the Solid Waste collected in these trash receptacles, the City shall pay the Contractor for the cost of disposing of the material collected in these trash receptacles. The amount of the City's payments shall be calculated in the manner described in Exhibit 3C. The City's payment of these monthly disposal costs shall be itemized and submitted with the City's payment for Residential Collection Services. 39.6 CITY'S UNDERPAYMENTS AND OVERPAYMENTS TO CONTRACTOR If the City pays the Contractor in error, for whatever reason, the Contractor shall promptly notify the Administrator to rectify the mistake. The City shall make appropriate adjustments to the Contractor's payments under this Agreement to off-set past underpayments and overpayments resulting from any error. However, the City shall not be obligated to make any adjustments to correct for underpayments that occurred more than three (3) months before the City received the Contractor's notice of the error. 39.7 LIMITATIONS ON CONTRACTOR'S RIGHT TO PAYMENT FROM CITY The City shall have no obligation to pay for any of the Collection Services provided by the Contractor, except as provided in Sections 39.3 and 39.4, above. The Contractor shall have no 61 right to any revenues or funds obtained by the City from any other sources, including but not limited to funds distributed to the City by the Florida Department of Environmental Protection or any other Person. 39.8 PAYMENT FOR COMMERCIAL COLLECTION SERVICES The Contractor shall be solely responsible for billing its Commercial Customers and collecting the Rates, fees, and other charges for the Commercial Collection Services the Contractor provides under this Agreement. The Contractor also shall be responsible for the payment of all Tipping Fees associated with the disposal of the Solid Waste and other material collected by the Contractor when providing its Commercial Collection Services. The Contractor shall bill its Commercial Customers in arrears for the Commercial Collection Services the Contractor provided during the prior Operating Month. Part of the cost of disposing of Commercial Waste will be billed and collected by the Authority through the use of non-ad valorem special assessments. Any disposal costs for Commercial Waste that are not covered by the Authority's special assessment may be billed.by the Contractor to its Commercial Customers. The Contractor shall be solely responsible for paying the Authority for any Tipping Fees or other disposal costs incurred by the Contractor when providing Commercial Collection Services, The Contractor may bill a Commercial Customer the applicable Rates set forth in Exhibit 313, including: (a) a fee for the disposal of the Solid Waste generated by the Commercial Customer; (b) a fee for the Collection of the Commercial Customer's Solid Waste and/or Source Separated Recyclable Materials; (c) a fee for each Special Collection Service; and (d) a Franchise Fee, which shall be based on the total of the fees described in (a)through (c), above. The Contractor's charges for waste disposal shall be based on the Tipping Fees established by the Authority. The Contractor's disposal charges shall increase or decrease whenever the Authority's fees increase or decrease. 399 PAYMENTS FOR GARBAGE CARTS AND RECYCLING CARTS Pursuant to Section 27.1.4, the Contractor shall provide each Residential Customer with one free replacement of their Garbage Cart if the Customer's cart is stolen or damaged beyond repair. Except for these replacement carts, the Contractor may charge a reasonable fee to a Residential Customer that wishes to purchase a Recycling Cart, The Con.tractor's fee for purchasing and assembling a Garbage Cart for a Residential Customer shall not exceed Fifty Dollars ($50,00). The Contractor may charge an additional fee if the Customer requests the Contractor to deliver the Garbage Cart to the Customer's Premises, but the delivery fee shall not exceed Twenty-Five Dollars ($25.00). The Contractor shall be solely responsible for billing and collecting the fees for selling and delivering Garbage Carts pursuant to this Section 39.9, Except for the fees authorized in this Section 39.9 and the fees authorized in Section 27.4 for exchanging carts, the Contractor shall not charge or collect any separate fee for purchasing, assembling, or delivering Garbage Carts to any Residential Customer. 39.10 PAYMENTS FOR SPECIAL COLLECTION SERVICES The Rates for Special Collection Service shall be paid in addition to the Rates for the routine Collection Service received by the Customer. The Contractor shall be solely responsible for billing its Customers and collecting the applicable Rates for any Special Collection Services the 62 Contractor provides pursuant to this Agreement. The Contractor also shall be responsible for the payment of all Tipping Fees associated with the disposal or processing of Solid Waste collected by the Contractor when providing Special Collection Services. In cases where there are no established Rates in this Agreement for the requested service, the Contractor and the Customer shall negotiate a mutually acceptable price for the Contractor's services. The Contractor shall not be entitled to any compensation for a Special Collection Service unless the Customer agreed to pay the applicable Rate before the Contractor provided its service. 39.11 PAYMENTS FOR DISPOSAL OF UNACCEPTABLE WASTE The Contractor may collect its actual damages and out-of-pocket expenses from any Customer that places Hazardous Waste or other unacceptable materials in the Solid Waste or Source Separated Recyclable Materials that the Customer Set Out for Collection by the Contractor. For example, the Contractor may require a Customer to reimburse the Contractor if the Customer places excessive amounts of Solid Waste in the Customer's Recycling Container and thereby causes the Contractor to incur disposal costs when the Contractor delivers the Source Separated Recyclable Materials to the Designated Facility. 40. PAYMENTS TO THE CITY 40.1 FRANCHISE FEES The Contractor shall pay Franchise Fees to the City in exchange for the rights and privileges granted to the Contractor pursuant to this Agreement. More specifically, the Contractor shall pay a Franchise Fee for the Contractor's, exclusive right to provide Residential Collection Services and Commercial Services in the City. The Franchise Fee for Residential Collection Services shall be equal to five percent (5%) of the Contractor's gross billings for all of the Collection Services provided by the Contractor to Residential Property pursuant to this Agreement. With regard to Residential Collection Services, gross billings include the Contractor's billings for Collection costs, but not disposal costs or Franchise Fees. The Franchise Fee for Commercial Collection Services shall be equal to ten percent (10%) of the Contractor's gross billings for all of the Collection Services provided to Commercial Property by the Contractor pursuant to this Agreement. With regard to Commercial Collection Services, gross billings include the Contractor's Collection Costs and disposal costs (e.g., Tipping Fees), but not Franchise Fees. The Contractor shall not be required to pay Franchise Fees for the Collection Services provided to the City pursuant to Section 36 of this Agreement. The Contractor also shall not be required to pay Franchise Fees for the payments it receives pursuant to Section 39.9, above. The Contractor's gross billings shall include the billings for Special Collection Services. Gross billings shall be determined based on the invoices that are sent to the Contractor's Customers, not the revenues received by the Contractor. On or before the tenth (10t ) day of each Operating Month, the Contractor shall deliver to the City's Chief Financial Officer a report that summarizes the Contractor's Residential Collection Services and Commercial Collection Services during the prior Operating Month and shows the amount of the Franchise Fee to be paid to the City. The format and content of the report shall be subject to the approval of the City's Chief Financial Officer. The report shall include, but is not limited to: the name of each Commercial Customer; the service address of each Commercial Customer; the account number of each Commercial Customer; the exact services rendered to each Commercial Customer; the amounts billed to each Commercial Customer; the Special Collection Services provided to Residential Customers; and the amounts billed to each Residential 63 I ' Customer. The report shall be submitted with an Excel spreadsheet or in another format that is compatible with the City's computer software programs. The City shall deduct the Franchise Fees for Residential Collection Services from the City's monthly payments to the Contractor for Residential Collection Services. The Contractor shall pay the Franchise Fees for Commercial Collection Services each month, within ten (10) days after the end of the month in which the Commercial Collection Service was provided. If the Contractor fails to timely pay the Franchise Fees for Commercial Collection Service, the City may deduct those Franchise Fees from the City's monthly payment to the Contractor for Residential Collection Services. The exact nature and amount of the Franchise Fees for Residential and Commercial Collection Services may be changed by the Commission from time-to-time, but any changes shall warrant a corresponding change in any Rates or calculations that include the Franchise Fee, Following each Operating Year, the City may hire an independent, third party accountant to conduct an audit of the Contractor's records concerning the Franchise Fees paid to the City during the prior Operating Year. 40.2 OTHER PAYMENTS The City shall submit invoices to the Contractor for any fee or charge that is due and owed to the City from the Contractor, except for the payments otherwise addressed in this Section 40. The Contractor shall pay the City's invoice within thirty (30) calendar days after receipt. 41. RECYCLING REVENUES FOR CITY The City shall receive all of the revenues (if any) derived from the sale of the Source Separated Recyclable Materials that are collected by the Contractor under this Agreement. The Contractor shall not sell such materials, but if it does, Contractor shall submit the sales proceeds to the City within thirty (30) days. The Contractor shall not keep any revenues derived from the sale of Source Separated Recyclable Materials that the Contractor collects from any Customers. However, the provisions of this Section 41 do not apply to the sale of Recovered Materials that are generated and Source Separated on Commercial Property. 42. PAYMENT OF TIPPING FEES 42.1 Subject to the conditions and limitations contained herein, the Contactor shall pay the Tipping Fees for the disposal of any Solid Waste that is collected by the Contractor under this Agreement. The Contractor shall receive the City's disposal credits and a disposal fee from the City pursuant to Section 39.5, but if these credits and payments are insufficient to pay the Tipping Fees or other costs of disposal, the Contractor shall pay those costs. Among other things, the Contractor also shall pay the Tipping Fees and disposal costs for any Solid Waste that; (a) is collected from a Commercial Customer; (b) is collected outside of the Service Area; (c) is not Residential Waste; or(d) is not collected pursuant to tliis Agreement. 42.2 When the Contractor delivers any Solid Waste to a Designated Facility, the Contractor shall tell the scale house operator whether the Tipping Fees shall be paid by the Contractor or the City. The Contractor shall use its best efforts to ensure that the scale house operator is properly informed so that the Disposal Facility will charge the City for Tipping Fees only when such I 64 charges are appropriate. Among other things, the Contractor shall not tell the scale house operator to charge the City for the disposal of any Solid Waste (a) that was generated outside of the Service Area; (b) that was generated by a Person who is not a Residential Customer; or (c) when the Contractor is obligated by this Agreement to pay the Tipping Fees. 43. VERIFICATION OF PAYMENT AMOUNTS 43.1 The City's acceptance of any payinent from the Contractor, or the City's deduction of any amount from any payment due to the Contractor, shall not be construed as an accord that the amount paid is the correct amount, nor shall it be construed as a release of any claim the City may have for additional sums payable from the Contractor. 43.2 At any time within the applicable statute of limitations, the City may recalculate and collect any amounts that are payable to the City under this Agreement, plus Interest, and all costs of collection, including attorneys' fees and court costs. 43.3 At its expense, the City may inspect, copy and audit any books, records and documents of the Contractor, whether kept in an electronic (digital) format or otherwise, that are relevant to the calculation of the amounts due and payable under this Agreement. 44. ADMINISTRATIVE CHARGES 44.1 BASIS FOR ADMINISTRATIVE CHARGES The City and Contractor acknowledge and agree that it is difficult or impossible to accurately determine the amount of darnages that would or might be incurred by the City due to those failures or circumstances described in this Section 44 and for which the Contractor would otherwise be liable. Accordingly, the Contractor and the City have established the terms and amounts of the administrative charges set forth herein, and the parties agree that the administrative charges are reasonable under the circumstances. The Contractor and City also have consulted with their legal counsel and confirmed that these administrative charges are appropriate. Therefore, the following administrative assessments shall constitute liquidated damages, not penalties, for the Contractor's breach of this Agreement, 44.2 PROCEDURE FOR ASSESSING ADMINISTRATIVE CHARGES i 44.11 The Administrator shall conduct a preliminary evaluation of the relevant facts before the Administrator decides whether administrative charges should be assessed against the Contractor. At a minimum, the Administrator shall provide written notice to the Contractor, and offer to discuss the relevant facts with the Contractor within five (5) Operating Days after the date of the notice. Following this discussion (if any) or the j expiration of the five (5) Operating Day period, whichever occurs first, the Administrator shall determine whether administrative charges should be assessed. However, the City shall not assess and the Contractor shall not be required to pay administrative charges in those cases where the delay or failure in the Contractor's performance was (a) excused in advance by the Administrator or (b) due to unforeseeable causes that were beyond the Contractor's reasonable control, and without any fault or negligence of the Contractor. 65 44.2.2 Prior to assessing administrative charges, the Administrator shall provide written notice to the Contractor, indicating the City's intent to assess administrative charges and the basis for the City's position. 44.2.3 After receiving the Administrator's letter, Contractor shall have ten Operating Days to file a written letter of protest with the Administrator, 44.2.4 If a protest is timely filed, the matter shall be referred to the City Manager for resolution. The City Manager shall review the issues in a timely manner and then provide a written decision to the Contractor. The City Manager's decision shall be final and non-appealable, except as provided in Section 44.2.6. 44.2.5 If a protest or petition is not timely filed by the Contractor, or if the City .Manager concludes that administrative charges should be assessed, the Contractor shall deliver its payment of administrative charges to the Administrator within twenty (20) days of receiving the written decision of the Administrator or City Manager, as applicable. If the Contractor fails to pay an administrative charge when due, the City may deduct the administrative charge from the City's monthly payments to the Contractor. 44.2.6 The procedures in this Section 44 shall be used in lieu of the procedures in Section 44 when resolving disputes concerning administrative charges, unless the administrative charges assessed in one month will exceed Five Thousand Dollars ($5,000). 44.3 ADMINISTRATIVE CHARGES BEFORE COMMENCEMENT DATE The Administrator shall impose administrative charges for the Contractor's actions during the Transition Period in the amounts set forth in Sections 44.3.1 through 44.3.5, below: 443.1 Failure to hire the Contractor's District Manager by April 15, 2015. For each calendar day of delay, One Thousand Dollars ($1,000) shall be assessed against the Contractor. 44.3.2 Failure to provide purchase orders or other documentation to the City by March 16, 2015, confirming that all necessary Collection vehicles, equipment, and Collection Containers have been ordered and will be delivered to the Contractor's equipment yard no later than May 15, 2015. For each calendar day of delay, Two Thousand Dollars ($2,000) shall be assessed against the Contractor. 44.3.3 Failure to mail or deliver the City-approved brochures and informational materials to all Customers in compliance with the schedules in Section 35.1. For each calendar day of delay, Three Thousand Dollars ($3,000) shall be assessed against the Contractor. 44.3.4 Failure to have all of the necessary Collection vehicles delivered to the Contractor's equipment yard by May 15, 2015, and ready for service (i.e., registered, licensed, tagged and equipped) by May 20, 2015. For each calendar day of delay, Four Thousand Dollars ($4,000) shall be assessed against the Contractor. 44.4 ADMINISTRATIVE CHARGES DURING TERM OF AGREEMENT 66 On the Commencement Date and throughout the remainder of the term of the Agreement, the Administrator shall assess administrative charges as follows: 44.4.1 Failure to clean up spilled liquids, Solid Waste, litter, or other material in compliance vvith the tecluiternents in this Agreement, within the deadlines set f6rdi herein, after receiving oral notification by the Administrator or a Customer. Each failure shall result in the imposition of a One Hundred Fifty Dollar ($150) assessment per event. 44.4.2 Failure to collect the Garbage, Rubbish, Yard Waste, Bulky Waste, or Source Separated Recyclable Material that was properly Set Out for Collection by a Customer on the Scheduled Collection Day, within the deadlines set forth .herein, after receiving oral notification by the City or Customer. Each failure shall result in the impositions of a One Hundred Dollar($100) assessment. After the initial failure, if the Contractor fails to meet the deadlines contained in this Agreement, each additional Operating Day of Delay shall result in the imposition of an additional assessment of Two Hundred Fifty Dollars ($250). 44.4.3 Failure to complete a route on the Scheduled Collection Day, within the deadlines set forth herein, after receiving oral notification by the City or the Customer. A route shall be considered incomplete if five (5) or more Dwelling Units or two (2) or more streets or roadways are not provided Collection Service. Each failure shall result in an assessment of One Thousand Dollars ($1,000) per route, per Operating Day. This assessment shall be used in lieu of Section 44.4.2 in cases involving incomplete routes. 44.4.4 Mixing Source Separated Recyclable Materials with Solid Waste, or mixing any other materials that are required to be collected separately, shall result in the imposition of a Five Hundred Dollar($500) assessment per occurrence. 44.4.5 Failure to maintain a Collection vehicle or equipment in a clean and sanitary manner within the deadlines set forth herein, after receiving oral notification from the Administrator, shall result in the imposition of an assessment of One Hundred Dollars($1.00) per incident per Operating Day. 44.4.6 Failure to respond to a Legitimate Complaint, within the time frame specified herein, shall result in a Fifty Dollar($50) assessment per occurrence. 44.4.7 Failure to resolve a Legitimate Complaint, other than a Missed Collection., within seven (7) Operating Days of notification shall result in the imposition of a Two Hundred Fifty Dollar ($250) assessment per Operating Day until such complaint is resolved to the satisfaction of the City. 44.4.8 Failure to timely file any report, plan, or other document required herein shall result in the imposition of a One Hundred Dollar ($100) assessment for each Operating Day that each report,plan, or document is late, 44.4.9 Failure to dispose of any Residential Waste or Commercial Waste collected in the Service Area at a Designated Facility shall result in the imposition of an assessment equal to the current Tipping Fee at the Designated Facility times the amount 67 (tonnage) disposed at the non-Designated Facility. if the tonnage is unknown, the 4. assessment shall be Two Thousand Dollars ($2,000) per occurrence. 44.4.10 Failure to deliver Source Separated Recyclable Materials to a Designated Facility for such materials pursuant to Section 1.9, or delivering Source Separated Recyclable Materials to a Solid Waste disposal facility, shall result in the imposition of an assessment of Two Thousand Dollars ($2,000)per occurrence. 44.4.11 Failure to correct chronic Collection problems shall result in the imposition of a Two Hundred Fifty Dollar ($250) assessment. Chronic shall mean three (3) or more Legitimate Complaints at the same Premises for the same issue within a twelve (12) month period. The first assessment shall be imposed for the third Legitimate Complaint. Additional assessments may be imposed for each Legitimate Complaint thereafter. If the Contractor has more than five (5) Customers with chronic problems within one Operating Year, there shall be an additional Five Hundred Dollar($500) assessment. 44.4.1.2 Failure to correct chronic equipment problems shall result in the imposition of a Two Hundred Fifty Dollar ($250) assessment. Chronic shall mean three (3) instances of the same or similar problem with the same equipment or vehicle within a twelve (12) month period.. The first assessment shall be imposed for the third problem. Additional assessments shall be imposed for each problem thereafter. 44.4.13 Failure to properly and legibly label a Collection Vehicle or Collection Container in the manner required herein, within five (5) Operating Days after receiving notice from the Administrator, shall result in the imposition of a One Hundred Dollar ($100) assessment for each vehicle and each container not properly labeled. 44.4.14 Failure to have a vehicle operator properly licensed, or failure of the operator to carry his license while on duty, shall result in a One Hundred Dollar ($100) assessment per occurrence. 44.4.15 failure to maintain office hours in the manner specified in this Agreement shall result in a One Hundred Dollar($100)assessment per occurrence. 44.4.16 Failure to replace or repair a damaged Collection Container, or failure to replace a stolen Collection Container, or failure to exchange a Collection Container, within the deadlines specified in this Agreement, shall result in a One Hundred Dollar ($100) assessment per occurrence. 44.4.17 If the Contractor notifies the Administrator that a complaint has been resolved, when the complaint has not been resolved, there shall be a Two Hundred Dollar ($200) assessment per occurrence. 44.4.18 Collecting Solid Waste or Source Separated Recyclable Materials at times that are outside of the hours specified in this Agreement, without prior approval of the Administrator, shall result in a One Hundred Dollar ($100) assessment per occurrence per vehicle. 44.4.14 Leaving Collection Containers where they block driveways, streets, or roads shall result in the imposition of a One Hundred Dollar ($100) assessment per occurrence. 68 i 44.4.20 Failure to provide timely notices and educational Materials, as required pursuant to Section 35, shall result in the imposition of a One Thousand Dollar ($1,000) assessment per occurrence. 44.4.21 Damage to public or private roadways, including but not limited to spills of oil and hydraulic fluids, shall result in the imposition of a Two Hundred Fifty Dollar ($250) assessment per occurrence. 44.4.22 Failure to repair damage to a Customer's property within the deadlines set forth in this Agreement, after receiving notification by the Customer or Administrator, shall result in the imposition of an assessment of Two Hundred Fifty Dollars ($250) per occurrence. 44.4.23 Soliciting or accepting an unauthorized fee or monetary compensation from a Customer shall result in the imposition of a Five Hundred Dollar ($500) assessment per occurrence. 44.4.24 Failure to respond to the Administrator by 5:00 p.m. on the first Operating Day following a telephone call, voice message, facsimile transmission, or electronic message requesting a response from the District Manager, shall result in the imposition of an assessment of One Hundred Dollars ($100), which shall be increased by another One Hundred Dollars ($100)for each additional Operating Day of delay. 44.4.25 Failure to comply with the deadlines and requirements in Section 50 concerning the Contractor's obligations prior to the termination of this Agreement, shall result in the imposition of an assessment of Two Thousand Dollars ($2,000) per Operating Day per occurrence. 44.4.26 Failure to pay the applicable Tipping Fee for Solid Waste the Contractor delivered to a Designated Facility, in each instance where the Contractor was obligated to pay the Tipping Fee pursuant to this Agreement, shall result in an assessment of One Thousand Dollars ($1,000)per occurrence. 44.4.27 Failure to follow the procedures in the Contractor's Collection Plan for notifying a Designated Facility that the Contractor is obligated to pay the applicable Tipping Fee, in each instance where the Contractor delivered Solid Waste to the Designated Facility but failed to follow the approved procedures in the Collection Plan. Each failure shall result in an assessment of Two Hundred Dollars ($200). 44.4.28 Failure to adhere to the approved routes in the Collection Plan,without receiving the Administrator's prior approval for the deviation. Each failure shall result in an assessment of Five Hundred Dollars ($500)per occurrence, 44.4.29 Failure to cover or enclose Solid Waste and Source Separated Recyclable Materials in the Contractor's Collection vehicles, as required herein, shall result in an assessment of Two Hundred Fifty Dollars ($250) per occurrence. 44,430 Failure to return a Collection Container to the location where the Customer placed it for Collection shall result in an assessment of Fifty Dollars($50) per occurrence. 69 I ' 44.4.31 Failure to provide accurate information to the City concerning the Contractor's Collection Services or the calculation of the Franchise Fees for such Services, shall result in the imposition of an assessment of One Thousand Dollars ($1,000) per occurrence. 44.4.32 Failure to close the gate on an enclosure for a Mechanical Container, or failing to close the lid on a Mechanical Container, or failing to lock all of the locks on a Commercial Customer's Mechanical Container, shall result in an imposition of an assessment of One Hundred Dollars($100)per occurrence. 44.4.33 Failure to collect Biological Waste, within two (2) hours after the Administrator requests such service, shall result in the imposition of an assessment of One Hundred Dollars($100) per occurrence. 44.4.34 Failure to respond to a Customer's request for service, within the deadline set forth in Section 31.1.5, shall result in the imposition of an assessment of Fifty Dollars ($50)per occurrence. 45. PAYMENTS WITHHELD FROM CONTRACTOR In addition to the rernedies provided elsewhere in this Agreement, the City may withhold part or all of any payment otherwise due the Contractor from the City if the Administrator concludes that the Contractor's actions or inactions have resulted in the following: (a) The Contractor's failure to carry out lawful instructions or orders from the Administrator, when required by this Agreement; (b) Failure of the Contractor to make payments to any Subcontractor, which results in a claim against the City; (c) Unsafe working conditions allowed to persist by the Contractor, after receiving notice from the City or OSHA; (d) Failure of the Contractor to provide routes, schedules, data, documents or reports requested by the City in compliance with this Agreement; or (e) Failure to pay an administrative charge when due. If the foregoing problems are corrected, payment shall be made to the Contractor for the amounts withheld, but the City shall not be liable to the Contractor for Interest on any delayed payment. The Administrator shall not exercise the City's right to withhold payments under this Section 45 unless the Administrator concludes that such action is reasonable and necessary in light of the Contractor's repeated problems or persistent failure to perform in compliance with the requirements herein. The City shall not withhold more than a total of Fifty Thousand Dollars ($50,000) from any single payment or from multiple payments, 70 46. NO LIABILITY FOR DELAYS OR NONPERFORMANCE DUE TO FORCE MAJEURE EVENTS 46.1 if the City or Contractor is unable to perform, or is delayed in the performance o f- ;in), obligations under this Agreement by reason of any event of force majeure, such inability or delay shall be excused for any time during which compliance is prevented by such event and during such period thereafter as may be reasonably necessary for the City or Contractor to correct the adverse effect of such event of force majeure. 46.2 The Contractor shall not be entitled to compensation from a Customer or the City for such period of time when the delay or non-performance occurs, but the Contractor will be entitled to pro-rata compensation after the Contractor's work has been completed. The City shall not be liable for any loss suffered by Contractor as a result of an event of force majeure. 46.3 An event of"force majeure" shall mean the following events or circumstances to the extent that they delay the City or Contractor from performing any of its obligations (other than payment obligation) under this Agreement: (a) An act of God, tornado, hurricane, flood, fire, explosion (except those caused by the negligence of Contractor, its agents, and assigns), landslide, earthquake, epidemic, and extremely abnormal and inclement weather; (b) Acts of a public enemy, acts of war, terrorism, insurrection, riots, civil disturbances, or national or international calamities; (c) Suspension, termination, or interruption of utilities necessary to the Contractor's operations or duties under this Agreement; (d) An injunction, or a legal or equitable proceeding brought against the City or Contractor, or a Change in Law; and (e) Any act, event, or condition, which is detennined by mutual agreement of the City and the Contractor to be of the same general type as the events of force majeure identified in Sections 46.3(a)through (d). 46.4 Labor disputes, labor shortages, changing economic conditions, and the economic hardship of the Contractor shall not be considered an event of force majeure. 46.5 To be entitled to the benefit of this Section 46, a party claiming an event of force majeure shall give prompt written notice to the other party, specifying in detail the event of force majeure, and shall diligently proceed to correct the adverse effect of any force majeure. The parties agree that, as to this Section 46,time is of the essence. 47. BREACH AND TERMINATION OF AGREEMENT 47.1. TERMINATION BY EITHER PARTY FOR CAUSE Subject to the other provisions contained herein, either party may terminate this Agreement if the other party fails to perform any of its material obligations hereunder. A default by Contractor shall include but not be limited to the following: 71 471.1 Refusing to comply with any lawful order of the City Manager. 47.1.2 Failing to begin work within the time specified in.this Agreement. 47.1.3 Discontinuing operations without prior authorization from the Administrator. 47.1.4 Failing to resume work that has been suspended within a reasonable time, not to exceed two (2) Operating Days, after being notified to do so. 47.1.5 Failing to obey any Applicable Law. 47.1.6 Soliciting or accepting any Rates, charges or fees from Customers for the Collection, disposal, or processing of Solid Waste or Source Separated Recyclable Materials collected within the Service Area, except when such actions are explicitly authorized herein. 47.1,7 Failing to deliver Residential Waste, Commercial Waste, or Source Separated Recyclable Materials collected in the Service Area to a Designated Facility. 47.1.8 Failing to pay any "Pipping Fee that the Contractor is obligated to pay to a Designated Facility pursuant to this Agreement. 47.1.9 Failing to comply with the procedures in the Contractor's Collection Plan. 47.1.1.0 Failing to obtain or continuously maintain insurance policies in the manner required herein. 47.1.11 Failing to pay,when due, any sums owed to a subcontractor for services or materials provided pursuant to this Agreement. 47.1.12 Failing to provide or continuously maintain the Performance Bond required pursuant to Section 53. 47.1.13 A Parent Corporation Guarantee provided pursuant to Section 54 is revoked. 47.1.14 A representation or warranty provided by the Contractor in this Agreement is or becomes inaccurate in any material respect. Before a party may terminate this Agreement pursuant to this Section 47.1, the non-defaulting party shall give written notice to the other party that a default exists which will, unless corrected, constitute an event of default on the part of the defaulting party. The notice shall inform the defaulting party that this Agreement shall be terminated unless the default is cured within seven (7) calendar days following the defaulting party's receipt of the notice. If a cure cannot reasonably be effected within seven (7) days despite the exercise of due diligence, the time to cure the default shall be extended to include such additional time as is reasonably necessary to effect a cure, provided that the defaulting party exercises continuous diligent efforts to cure the default during the extended cure period. if the defaulting party fails to cure the default within the cure period, the non-defaulting party may terminate this Agreement. The termination shall take effect as of the date specified by the non-defaulting party. Upon termination, the non-defaulting party may cure the default at the expense of the defaulting party, and have recourse to any other 72 right or remedy to which the non-defaulting party may be entitled under this Agreement, at law, or in equity. Notwithstanding anything else contained herein, each of the events described in Sections 47.1.15, , an below shall constitute an event of e'au or which sere shall be no opportunity to cure. For such events, termination shall be effective three (3) calendar days after the non-defaulting party gives notice to the defaulting party or at such other time designated by the non-defaulting party. 47.1.15 Voluntary Bankruptcy Written admission by a party that it is bankrupt; or filing by a party of a voluntary petition under the Federal Bankruptcy Act; or consent by a party to the court appointment of a receiver or trustee for all or a substantial portion of its property or business; or the malting of any arrangement by a party with, or for the benefit of, its creditors or assigning to a trustee, receiver, or similar functionary(regardless of how designated) all or a substantial portion of a party's property or business; or by becoming insolvent. 47.1.16 Involuntary BankrUtcy Final adjudication of a party as bankrupt under the Federal Bankruptcy Act. 47.1.17 Public Entity Crime The Contractor is placed on a convicted vendor list following a conviction for a public entity crime; or 47.1.18 Fraud The Contractor commits an act or omission constituting fraud, gross negligence, or willful misfeasance toward the City. 47.2 INTERIM OPERATIONS In the event that this Agreement is terminated before the end of any term, the Contractor shall continue its operations for an interim period of up to one hundred eighty (180) calendar days if requested to do so by the City. The Contractor shall be paid for its services during said interim period at the rates in effect prior to issuance of the notice of termination. Notwithstanding anything else contained herein, the City may hire an alternate Person to provide Collection Services in the City if the Contractor fails to provide Collection Service for a period of two (2) consecutive Operating Days. The City's interim service provider shall continue to provide Collection Service until the Contractor demonstrates to the City's satisfaction that the Contractor is able to resume work in compliance with the requirements in this Agreement. However, if the Contractor is unable for any reason to resume performance within thirty (30) calendar days, the City may terminate this Agreement, effective as of the date designated by the City. 47.3 EFFECT OF TERMINATION 73 If this Agreement is terminated pursuant to the provisions of this Section 47, neither the City nor the Contractor shall have any further duty, right, liability, or obligation under this Agreement, except that: (a) a party will not be relieved from liability for a breach of a warranty, obligation, or representation under this Agreement that occurred before the effective date of the termination; (b) the City shall pay all amounts owed to the Contractor, and the Contractor shall pay all artnounts owed to the City, pursuant to this Agreement,through the date of the termination; (c)the Contractor shall deliver to the City all reports concerning the Contractor's activities through the end of the month in which termination occurs; (d) at a minimum, the provisions of Sections 34.1, 34.6 and 51 shall survive the expiration or termination of this Agreement; and (e) any term, condition, covenant, or obligation which requires performance by a party subsequent to the termination of this Agreement shall remain enforceable against such party subsequent to such termination. 47.4 SETTLEMENT AND RELEASE If this Agreement is terminated,the City shall pay to the Contractor any and all sums due, owing, and unpaid to the Contractor by the City for work performed through the date of termination, less any and all sums owed by the Contractor to the City, and less any and all deductions or other off- sets the City may have. In exchange for these payments, the Contractor shall execute and deliver to the City a general release of the City, its elected officials, employees, representatives, and agents. This payment to the Contractor shall constitute Contractor's full and final compensation under this Agreement and the Contractor shall have no right to receive any further payments. This provision does not limit the right of the City to receive indemnification in the future. 48. OPERATIONS DURING DISPUTE If a dispute arises between the City, the Contractor, or any other Person concerning the Contractor's performance, rights, or compensation under this Agreement, the Contractor shall continue to perform its duties in strict compliance with the requirements of this Agreement, regardless of the pending dispute. 49. DISPUTE RESOLUTION PROCESS 49.1 The City and Contractor agree to cooperate and act in good faith at all times when dealing with each other. If a dispute arises between the parties, the parties shall attempt to resolve their differences quickly and informally. If they are unable to do so,they shall seek relief by following the procedures set forth below. 49.2 All claims, disputes and controversies arising out of or related to the performance, interpretation, application or enforcement of this Agreement, including but not limited to claims for payment and claims for breach of this Agreement, shall be referred to non-binding mediation before initiation of any adjudicative action or proceeding at law or in equity, unless it shall be unreasonable to do so or an emergency situation or necessity dictates otherwise. All applicable statutes of limitations and defenses based on the passage of time shall be tolled while the mediation process is pending. The parties will take all reasonable measures necessary to effectuate such tolling. 49.3 Either party may initiate the mediation process by delivering written notice to the other party that sets forth with particularity the nature of the party's claim or demand, the authority for making the claim or demand, a proposed remedy, the nature and extent of any monetary claim, and a request for mediation. The Contractor and City shall then participate fully in the mediation process and conscientiously attempt to resolve their dispute. The mediation shall be conducted in 74 Palm Beach County, Florida, in accordance with the Florida Supreme Court's mediation rules, within sixty (60) days after the appointment of a certified civil mediator who is mutually acceptable to the parties, After consultation with the parties and their counsel, the mediator shall fix a reasonable time and place in Palm Beach County for the mediation conference within the time limits prescribed by this Section 49.3. The mediation conference shall e scheduled for no less than one full working day, and each party and its primary counsel shall attend the mediation conference. If either a party or its primary legal counsel fails to attend the mediation conference, that party shall be liable for the other party's reasonable cost of attending the mediation conference, including the mediator's fee and the other party's attorney fees and costs. Except as provided in the preceding sentence, the parties shall share equally the costs of mediation, including the fees of the mediator and any .rental or other cost of obtaining a place for the mediation, but excluding their own expenses and attorney fees. If the parties reach a mutually acceptable settlement of the dispute during the mediation, they shall record the settlement in a written settlement agreement that will be binding on both of them. Neither party shall terminate the mediation unless each of them has participated (or been afforded an opportunity to participate) in the mediation and is unable to agree on a settlement. Mediation discussions between parties and opinions of the mediator are confidential and are not permitted to be relied on, referred to, or introduced as evidence in any subsequent litigation or other legal proceeding. If a dispute is not resolved pursuant to mediation within sixty (60) days after the initiation of the mediation conference, either party to the dispute may elect to resolve the dispute by initiating litigation, after providing ten(10) days' advance written notice to the other party. 49.4 Notwithstanding the foregoing, if either party terminates this Agreement for cause, the terminating party shall have the right, in its sole discretion, to proceed directly with litigation of any claims or disputes relating to the termination for cause and may include other claims and disputes unrelated to the termination, and shall not be required to submit such claims or disputes to mediation. 49.5 The parties agree that any claim filed in state or federal court concerning this Agreement shall be heard by a judge, sitting without a jury. 49.6 THE CITY AND THE CONTRACTOR HEREBY KNOWINGLY, VOLUNTARILY, AND PERMANENTLY WAIVE ANY RIGHT THEY MAY HAVE TO A JURY TRIAL, CONCERNING THE PERFORMANCE, INTERPRETATION, APPLICATION OR ENFORCEMENT OF THIS AGREEMENT. 49.7 When a dispute between the City and the Contractor is pending or threatened, the Contractor shall attempt to resolve the dispute with the Administrator. If this attempt is unsuccessful, either party may initiate a non-binding mediation process, in accordance with the provisions of Sections 49.2 and 49.3, above. In addition, at any time during the dispute resolution process, the Contractor may request the City Commission to consider the disputed issue. The Contractor's written request shall be delivered to the City Manager and it shall describe the Contractor's proposed solution for resolving the dispute. The City Manager may request, and the Contractor shall timely provide, any additional information that is reasonably necessary to evaluate the disputed issue and the Contractor's proposal. The City Manager shall present the matter to the City Commission at a duly noticed public meeting. The Contractor also shall be given an opportunity to present any relevant information to the City Commission at the public meeting. The City Commission shall fully and fairly consider the Contractor's proposal in a timely manner. If the City Commission rejects the Contractor's proposal in whole or in part,the Contractor may pursue any dispute resolution mechanism., subject to the provisions in this Section 49. 75 50. CONTRACTOR'S OBLIGATIONS PRIOR TO TERMINATION OF THIS AGREEMENT end CONTINUATION A mIO1,OF CONTRACTOR'S S RVICTi If the City does not exercise its right to renew this Agreement or if there are no renewal options remaining, the City will attempt to award a new agreement to a Person at Least six (6) months prior to the expiration of this Agreement. In the event a new agreement has not been awarded in a timely manner, Contractor shall provide its Collection Services in compliance with this Agreement for an additional ninety (90) calendar days after the expiration of this Agreement, at the then current Rates, if the City requests this service. 50.2 SALE OR LEASE OF CONTRACTOR'S MECHANICAL CONTAINERS Upon request, Contractor shall enter into good faith negotiations to allow the City or the City's newly selected franchise hauler to purchase, or rent for up to ninety (90) days, the Mechanical Containers (if any) used and owned by the Contractor in the Service Area. The purchase price and rental fee shall be negotiated,but shall not be greater than the fair market value. 50.3 SCHEDULE FOR TERMINATION OF CONTRACTOR'S SERVICE Prior to the termination of this Agreement, Contractor shall work with the City to ensure that there is no interruption or reduction of service when the Contractor ends its services to the City. If a new franchise agreement is awarded to a Person other than the Contractor, the Contractor shall coordinate and cooperate with the newly selected franchise hauler, as well as the City, to minimize any disruptions in the service provided to the public. At a minimum, the Contractor shall comply with the following performance requirements and deadlines; ISO calendar days If requested, the Contractor shall provide to the Administrator and the prior to expiration selected franchise harder a Mechanical Container inventory, in a format of Agreement acceptable to the City that includes each container's location (street address), capacity, identification number, and Collection frequency. Thereafter, the Contractor shall not replace or exchange any Contractor-owned Mechanical Container listed in the invent) ,without the Administrator's approval. 150 calendar days The Contractor shall attend a coordination meeting with the selected prior to expiration franchise hauler and the City. At or before the coordination meeting, the of Agreement Contractor shall provide the City with a list of Contractor-owned containers that may be purchased by the City or the selected franchise hauler. 120 calendar days The Contractor shall work with the selected franchise hauler to develop a prior to expiration mutually agreeable schedule for the removal of Contractor-owned Collection of Agreement Containers and placement of the selected franchise hauler's containers. 30 calendar days The Contractor shall begin to implement the schedule in cooperation with the prior to expiration selected franchise hauler. The Contractor shall take all steps necessary to of Agreement ensure there is no interruption in the Collection Service provided to Customers. 50.4 CITY'S RIGHT TO PROCURE NEW SERVICES At any time, the City may issue a request for proposals, or commence negotiations with a Person other than the Contractor, or take any other step deemed necessary by the City to obtain the 76 i services of a Person who will collect Solid Waste for the City after this Agreement expires or is terminated. 5. DAMAGES AND INDEMNIFICATION 51.1 LIABILITY The Contractor shall be liable for all injuries and conditions that are caused by or result from the Contractor's actions, including but not limited to the Contractor's failure to perform in accordance with the terms of this Agreement. To the extent that the City and Contractor are joint tortfeasors, losses shall be apportioned in the manner described in Section 51.3, below. 51.2 CONTRACTOR'S INDEMNIFICATION OF CITY To the greatest extent allowed by Applicable Law, the Contractor releases and shall indemnify, Bold harmless, and, if requested by the City, defend, each of the City Indemnified Parties from and against every Indemnified Loss that is caused by or results from, directly or indirectly, in whole or in part, any act, omission, or negligence of the Contractor, any tier of subcontractor to the Contractor or any subcontractor to a subcontractor of the Contractor, or anyone employed by any of those Persons for whose acts or omissions any of thorn may be liable, except to the extent resulting from the acts, omissions, or.negligence of the City Indemnified Party. The obligation of the Contractor under this Section 51.2 is absolute and unconditional; it is not conditioned in any way on any attempt by a City Indemnified Party to collect from an insurer any amount under a liability insurance policy, and is not subject to any set-off, defense, deduction, or counterclaim that the Contractor might have against the City Indemnified Party. It is the intent of this Section 51.2 that the Contractor's indemnification obligations include all joint and several liability of the Contractor, any subcontractor to the Contractor, or any subcontractor to a subcontractor of the Contractor, and anyone directly or indirectly employed by any of them, or anyone for whose acts or omissions any of them may be liable, The City may employ any attorney of its choice or may use its in-house counsel to enforce or defend the City's right to indemnity provided by this Agreement. If a City Indemnified Party requests that the Contractor defend it with respect to any Indemnified Loss, the City Indemnified Party may participate in the defense at its sole cost and expense. The Contractor shall advance or promptly reimburse to a City Indemnified Party any and all costs and expenses incurred by the City Indemnified Party in connection with investigating, preparing to defend, settling, or defending any legal proceeding for which the City Indemnified Party is entitled to indemnification under this Agreement. 51.3 CONTRIBUTION In the event of joint negligence on the part of the City and the Contractor, any loss and costs shall be apportioned in accordance with the provisions of Section 768.3 1, Florida Statutes, the Uniform Contribution Among Tortfeasors Act, as it exists on the Effective Date, subject to the recovery limits set forth in Section 768.28,Florida Statutes, in effect on the Effective Date. 51.4 DAMAGES The measure of damages to be paid by the Contractor to the City or by the City to the Contractor, due to any failure by the Contractor or the City to meet any of its obligations under this 77 Agreement, shall be the actual damages incurred by the City or the Contractor. Neither party shall have any liability under this Agreement for consequential, delay, special, indirect, or punitive damages. The foregoing shall apply without regard to either party's rights to the Performance Bond, insurance proceeds, or other factors. If the Contractor fails to comply with any Applicable Law, the Contractor shall promptly pay to the City the following: (a) All lawful fines, penalties, and forfeitures charged to the City by any judicial order or by any governmental agency responsible for the enforcement of the Applicable Law; and (b) The actual costs incurred by the City as a result of the Contractor's failure to comply with the Applicable Law, including any costs incurred in investigating and remedying the conditions which led to or resulted from the Contractor's failure to comply with the Applicable Law. 51.5 NO PERSONAL LIABILITY Nothing in this Agreement shall be construed as creating any personal liability on the part of any officer, employee, agent or representative of the City or the Contractor. 51.6 COLLECTION OF OVERDUE PAYMENTS AND INTEREST If the Contractor fails to pay any Franchise Fee or other amount that is owed to the City under this Agreement, the Contractor shall pay Interest on the outstanding debt and the Contractor shall pay any expenses the City incurs in its efforts to recover the unpaid debt. Interest shall begin to accrue on the first calendar day after the payment is due and it shall compound daily. The Contractor's liability for expenses shall include but not be limited to any court costs, filing fees, witness fees, and attorneys' fees that the City incurs in any civil or administrative proceeding, appeal, or settlement. 52. CONTRACTOR'S INSURANCE The Contractor shall provide and maintain, on a primary basis and at its sole expense, at all times after the Effective Date until this Agreement expires or is terminated, policies of insurance that insure the Contactor against any and all claims, demands, or causes of action for injuries received or damages to people or property relating to the Contractor's acts and omissions Linder this Agreement. At a minimum, the Contractor shall maintain at all hires the following insurance coverage, with the limits and endorsements described herein. The requirements contained herein, as well as the City's review or acceptance of insurance maintained by the Contractor, is not intended to and shall not in any manner limit or qualify the liabilities or obligations assumed by Contractor under th.is Agreement. 52.1 COMMERCIAL GENERAL LIABILITY Contractor shall maintain Commercial General Liability with the following minimum limits and coverage: Each Occurrence/General Aggregate $1,000,0001$2,000,000 Products—Completed.Operations $2,000,000 Personal and Adv. Injury $1,000,000 Fire Damage $ 50,000 78 Medical Expense $ 5,000 Contractual Liability Included The General Liability insurance form shall be no more restrictive than the latest edition of the Occurrence Form Commercial General Liability policy (CG 00 01) of the Insurance Services Office or equivalent, without restrictive endorsements. Coverage shall not contain any endorsement(s) excluding nor limiting Products/Completed Operations, Contractual Liability or Cross Liability. The coverage shall include: (1) Bodily Injury and Property Damage; (2) Premises and Operations; (3) Independent Contractors; (4) Products and Completed Operations; (5) Broad Form or equivalent Contractual Coverage applicable to the Agreement and specifically confirming the indemnification and hold harmless provisions in the Agreement; (6) Broad Form or equivalent Properly Damage Coverage; and (7) Personal Injury Coverage with employment and contractual exclusions removed and deleted. 52.2 BUSINESS AUTOMOBILE LIABILITY Contractor shall maintain Business Automobile Liability at a limit of liability not less than $1,000,000 Combined Single Limit/Each Accident. Coverage shall include liability for Owned, Non-Owned& Hired automobiles. 52.3 POLLUTION LIABILITY Contractor shall maintain Pollution Liability at a minimum limit not less than $5,000,000 Each Occurrence/$5,000,000 Aggregate including all sudden and non-sudden events. 52.4 EXCESS LIABILITY Contractor shall maintain Excess Liability at a limit of liability not less than $10,000,000 Each Occurrence / $10,000,000 Aggregate. Contractor shall include each required policy herein as an underlying policy on the Excess Liability, unless the total combined limit of the Excess Liability is satisfied in the required policy. Contractor shall endorse the City as an"Additional hlsured" on the Umbrella or Excess Liability, unless the Certificate of Insurance states the Excess Liability provides coverage on a "True Following-Form" basis, This liability may be satisfied by the Umbrella Liability form, and the limit may be satisfied by multiple layers of coverage, 52.5 WORKER'S COMPENSATION INSURANCE & EMPLOYERS LIABILITY Contractor shall maintain Worker's Compensation Insurance & Employers Liability in accordance with Chapter 440, Florida Statutes. Contractor shall maintain Employers' Liability Limits not less than $1,000,000 Each Accident, $1,000,000 Disease Each Employee, and $1,000,000 Disease Policy Limit. 52.6 ADDITIONAL INSURED ENDORSEMENTS Contractor shall endorse its insurance with the City as an Additional Insured as follows: (1) for the Commercial General Liability, the Contractor shall endorse the City with either a CG 2026 Additional Insured — Designated Person or Organization endorsement or CG 2010 Additional Insured — Owners, Lessees, or Contractors — Scheduled Person or Organization endorsement, or similar endorsement; (2) for the Business Automobile Liability, the Contractor shall endorse the City with a CA 2048--Designated Insured, or similar endorsement; (3) for the Pollution Liability, the Contractor shall endorse the City with the standard Additional Insured endorsement filed by 79 the insurer for use in the State of Florida; and (4) for the Excess Liability, the Contractor shall endorse the City as an "Additional Insured" on the Umbrella or Excess Liability, unless the policy provides coverage to the underlying policies on a "True Following-Form" basis. The Additional Insured shall read "City of Delray Beach, a municipal corporation of the State of Florida, and the City Commission," for all endorsements. These endorsements shall specifically state that the coverage afforded by the endorsement shall be provided on a primary and non-contributory endorsement. This primary and non-contributory language can be included in the additional insured endorsement, can be provided in a separate stand-alone endorsement, or this language can be included in the actual liability coverage form for the line of insurance coverage that is being evidenced to the City. A copy of any endorsement issued to extend coverage to the City must be provided when evidencing insurance to the City. 52,7 WAIVER OF SUBROGATION Contractor agrees to a Waiver of Subrogation for each policy required herein. When required by the insurer, or should a policy condition not permit Contractor to enter into an pre-loss agreement to waive subrogation without an endorsement, then Contractor agrees to notify the insurer and request the policy be endorsed with a Waiver of Transfer of Rights of Recovery Against Others, or its equivalent. This Waiver of Subrogation requirement shall not apply to any policy that includes a condition specifically prohibiting such an endorsement, or voids coverage should Contractor enter into such an agreement on a pre-loss basis. A copy of any endorsement issued to extend coverage to the City must be provided when evidencing insurance to the City. 52.8 CERTIFICATE(S) OF INSURANCE At least five (5) days prior to the Effective Date, Contractor shall provide the City with a Certificate of Insurance evidencing that all coverages, limits, and endorsements required herein are maintained and in full force and effect. Said Certificate of Insurance shall provide for a minimum of thirty (30) days prior written notice to the City of any cancellation or non-renewal of coverage. The Contractor shall ensure that such notice is provided to the City. The Certificate of Insurance shall identify the City's RFP (No. 2014-38) and this Agreement in the Description of Operations section of the Certificate. The Certificate Holder shall be identified as; City of Delray Beach 100 N.W. IS`Avenue Delray Beach, FL 33444 The Certificate of Insurance shall evidence a waiver of subrogation in favor of the City, that coverage shall be primary and noncontributory, and that each policy includes a Cross Liability or Severability of Interests provision, with no requirement for premium payments by the City. The Certificate of Insurance shall be provided to the City Attorney's Office, at the address provided above. Copies shall be provided to the City Manager and the City's Risk Management Division, also at the address shown above. The Contractor shall ensure that current Certificates of Insurance are on file with the City at all times during the term of this Agreement and such certificates comply with the requirements herein. 52.9 DEDUCTIBLES, SELF-INSURED RETENTIONS, AND SUPPLEMENTAL COVERAGE Contractor shall be solely responsible for any costs or expenses as a result of a coverage deductible, coinsurance penalty, or self-insured retention. When a self-insured retention or 80 deductible exceeds Two Hundred Fifty Thousand Dollars ($250,000) for any of the foregoing required policies, the City reserves the right, but not the obligation, to review and request a copy of the Contractor's most recent annual report or audited financial statements to determine the reasonability of the retention levels, based on the financial capacity of Contractor. At the City's option, the Contractor may be required to reduce the self-insured retentions, or the Contractor shall be required to procure a bond guaranteeing payment of losses and related claims expenses. The City shall be exempt from, and in no way liable for, any sums of money that may represent a deductible or self-insured retention in any insurance policy. The payment of such deductible or self-insured retention shall be the sole responsibility of the Contractor and any subcontractor providing the insurance. For policies written on a"Claims-Made" basis, Contractor shall maintain a Retroactive Date prior to or equal to the Effective Date of this Agreement. In the event the policy is canceled, non- renewed, switched to an Occurrence Form, retroactive date advanced, or any other event triggers the right to purchase a Supplemental Extended Reporting Period (SERP) coverage duriarg the term of this Agreement, Contractor agrees to purchase a SERP with a minimum reporting period not less than two (2) years. The requirement to purchase a SERF shall not relieve Contractor of the obligation to provide replacement coverage. 52.10 RIGHT TO REVISE OR REJECT The City reserves the right, but not the obligation,to reject any insurance policies that fail to meet the criteria stated herein, Additionally, the City reserves the right, but not the obligation, to review or reject any insurer providing coverage due to its poor financial condition or failure to operate in compliance with Applicable Laws. Neither the City's approval of any insurance provided by the Contractor or a subcontractor, nor the City's failure to disapprove such insurance, shall relieve the Contractor or a subcontractor of any part or all of its responsibility for any liability, damages, or accidents, as set forth herein. 52.11 MINIMUM REQUIREMENTS FOR INSURANCE COMPANIES All of the insurance provided by the Contractor pursuant to this Agreement shall be issued by an insurance company or companies licensed to do business in the State of Florida with a minimum rating of"A" in accordance with the latest edition of A.M. Best's Insurance Guide. Additionally, the Financial Category Size must be X or greater. 52.12 OTHER INSURANCE REQUIREMENTS At its option, the City may allow the Contractor to be self-insured for one or more lines of coverage. In such circumstances, the Contractor shall be required to demonstrate to the satisfaction of the City that the Contractor has adequate financial resources to defend and cover all claims in the amounts and categories required by the City. The Contractor shall immediately advise the City of pending or threatened litigation that will reduce the coverage provided to the City. An insurer shall have no right of recovery against the City, The required insurance policies shall protect the Contractor and the City, and they shall be the primary coverage for any losses covered by the policies. The Contractor shall confirm that any company issuing insurance pursuant to this 81 Agreement agrees it has no recourse against the City for payment of preiniums or assessments in any form for such insurance. The Contractor shall be responsible for all of its subcontractors(if any) and their insurance. Each subcontractor shall provide certificates of insurance to the Contractor that demonstrate coverage and terms in compliance with the requirements applicable to the Contractor. 53. PERFORMANCE BOND The Contractor shall furnish to the City an irrevocable Performance Bond for the faithful performance of this Agreement and all of the Contractor's obligations hereunder. The Performance Bond shall be in the amount of Two Million Dollars ($2,000,000). The form and content of the Performance Bond shall be substantially the same as the draft bond in Exhibit 5, and shall be subject to the approval of the City Attorney. The Performance Bond shall be issued by a surety company that is acceptable to the City. At a minimum, the surety company shall be rated "A" or better as to management and "FSC V or better as to strength by Best's Insurance Guide or Surety, and shall be listed on the U.S. Treasury Department's list of acceptable sureties for federal bonds. The Surety shall have been in business and have a record of successful and continuous operation for at least five years. The Performance Bond shall: (a) contain any provisions required by Applicable Law; (b) guarantee the performance of the Agreement; (c) serve as security for the payment of all Persons performing labor and furnishing materials in connection with this Agreement; and (d) not be canceled or altered without at least thirty (30) calendar days prior notice to the City. The Contractor shall furnish the Performance Bond to the City at least five (5) calendar days before the Effective Date. Maintenance of the Performance Bond and the performance by the Contractor of all of the obligations under this Section 53 shall not relieve the Contractor of liability under the default and termination provisions set forth in this Agreement or from any other liability resulting from any breach of this Agreement. The Performance Bond may be "called" and used if there is any default or breach of this Agreement by the Contractor. Calling or using the Performance Bond shall not restrict or preclude the use of any other remedies available to the City against the Contractor for breach, default, or damages. In the event of a strike of the employees of Contractor or any other labor dispute which makes performance of this Agreement by the Contractor substantially impossible, the City shall have the right to call the Performance Bond three (3) days after giving notice and may engage another Person to provide necessary services. 54. PARENT CORPORATION GUARANTEE The Contractor shall provide a corporate guarantee from the Contractor's parent company ("Guarantor"), whereby the Guarantor shall guarantee the performance of the Contractor's obligations under this Agreement. The form and content of the corporate guarantee shall be substantially the same as the draft guarantee in Exhibit 4 and shall be subject to the City Attorney's approval. The form must be executed by the Contractor's parent company (i.e., the corporate entity that is at the top of any chart showing the Contractor's corporate organization), not an intermediary between the Contractor and its parent. The corporate guarantee shall be delivered to the City at least five (5) days before the Effective Date 55. ASSIGNMENT OF AGREEMENT 55.1 No assignment of this Agreement or any right or responsibility occurring under this Agreement, shall be made in whole or in part by the Contractor without the express written consent of the 82 I City. The City shall have the right to approve or deny, with or without cause, any proposed or actual assignment by the Contractor. Any assignment of this Agreement made by the Contractor without the express written consent of the City shall be null and void and shall be grounds for the City to declare a default of this Agreement. j. 55.2 Tn the event that the City's consent to any proposed assignment is denied, Contractor shall continue to provide all of the services required herein for the remainder of the term. 55.3 If any assignment is approved by the City, the assignee shall fully assume all of the liabilities of the Contractor. 55.4 The requirements of this Section 55 shall include, but not be limited to cases where the Contractor hires a subcontractor to undertake any of the Contractor's obligations to provide Collection Services under this Agreement. 56. TRANSFER OF AGREEMENT The transfer of this Agreement, by transfer of ownership or control, or any other means to effect a change in the ownership or control of the Contractor, shall be effective only after approval by the City. A transfer includes but is not limited to a one-time change that results in a transfer of twenty-five percent (25%) or more of the ownership or controlling interests of the Contractor, or a series of changes that result in a cumulative change of fifty percent (50%) or more of the ownership or controlling interests of the Contractor. Any transaction that results in the Contractor or its assets being purchased by or merged with another Person shall constitute a transfer of this Agreement, which is subject to the City's approval. An application to transfer this Agreement shall be submitted jointly by the proposed transferor and transferee, and shall contain the same type of information about the transferee that was provided by the Contractor before the City granted this franchise. At a minimum, the proposed transferee shall (a) verify in writing that it will comply with all of the requirements in this Agreement and (b) demonstrate that it has the financial resources, expertise, personnel, equipment and other capabilities necessary to do so. The application shall be accompanied by a non-refundable application fee in the amount of Twenty Thousand Dollars ($20,000.00). The Commission may grant or deny the application for transfer, or may grant the application with conditions, subject to the provisions in Section 32.4. Among other things, the Commission's approval may be subject to conditions requiring an increase in the amount of the Performance Bond, an increase in the levels and types of insurance coverage, and other safeguards designed to ensure that the City's work will be completed in compliance with the requirements in this Agreement. Notwithstanding the other provisions in Section 55 and Section 56 of this Agreement, the City shall cooperate with the Contractor in the event that a strike, lockout, or similar labor dispute results in the Contractor's use of a subcontractor to provide the Collection Services required under this Agreement. In such circumstances, the provisions of Section 55 and Section 56 shall be waived by the City for a period not to exceed ninety (90) days, 57. SUBSEQUENT CITY ORDINANCES Nothing contained in any City ordinance hereafter adopted shall be construed to affect, change, modify or otherwise alter the duties, responsibilities, and operations of the Contractor under this Agreement, unless it is agreed to in writing by both the Contractor and the City and this Agreement is amended accordingly. 58. AMENDMENTS TO THE AGREEMENT 83 58.1 GENERAL REQUIREMENTS This Agreement constitutes the entire Agreement and understanding between the parties hereto. This Agreement shall not be considered modified, altered, changed or amended in any respect unless the Agreement is amended in writing and the amendment is signed by the Contractor an the Commission or its designee, 58.2 CITY POWER TO AMEND AGREEMENT The City shall have the power to make changes in this Agreement relative to the scope and method of providing Collection Service, when the City deems it necessary and desirable for the public welfare. The Administrator shall give the Contractor notice of any proposed change and an opportunity to be heard concerning any relevant matters. In all cases involving changes to this Agreement, the City and Contractor shall enter into good faith negotiations to modify this Agreement and the Rates, as necessary, The scope and method of providing Collection Service, as referenced herein, shall be liberally construed to include, but not be limited to all procedures, operations, and obligations of the Contractor, Among other things, the City and the Contractor may wish to amend this Agreement if the Authority begins to accept Source Separated Recyclable Materials that are collected in a"single stream" — i,e,, all of the Recyclable Materials are collected and handled together in one bin or cart. In the future, the City may wish to obtain new services that are not addressed under this Agreement. For example, the City may wish to expand its Recycling program in ways that have not yet been identified. If the City and the Contractor are unable to agree upon the terms and conditions governing such services, including but not limited to the Rates for such services, the City shall have the right to procure such services from other Persons, notwithstanding the Contractor's exclusive franchise under this Agreement, 58.3 AMENDMENTS DUE TO CHANGES IN LAW The City and the Contractor understand and agree that changes in the Applicable Laws may require amendments to some of the conditions or obligations of this Agreement. In the event any future change in any Applicable Law materially alters the obligations of the Contractor or the City, then the provisions and Rates in this Agreement may need to be modified. The City and Contractor agree to enter into good faith negotiations regarding amendments to this Agreement, which may be required in order to implement changes for the public welfare or due to a Change in Law. 59. WAIVER OF RIGHTS No delay or failure to exercise a right under this Agreement shall impair such right or shall be construed to be a waiver thereof, but such right may be exercised from time to time and as often as deemed expedient. The failure of the City or Contractor at any time to require performance by the other party of any term in this Agreement shall in no way affect the right of the City or Contractor thereafter to enforce same. Nor shall waiver by the City or Contractor of any breach of any tenn of this Agreement be taken or held to be a waiver of any succeeding breach of such term or as a waiver of any term itself. To be effective, any waiver shall be in writing and signed by the party granting such waiver. Any such waiver shall be limited to the particular right so waived and shall not be deemed to waive any other right under this Agreement. 84 60. WAIVER OF FLOW CONTROL CLAIMS The Contractor has voluntarily entered into this.Agreement for the purpose of enjoying the economic and other benefits conferred upon the Contractor by this Agreement, To ensure that the City also enjoys the benefits of this Agreement, the Contractor hereby knowingly, voluntarily, and permanently waives its right to challenge, contest, or invalidate the provisions in this Agree►Went that require the Contractor to use a Designated Facility for the disposal or processing of Solid Waste collected by the Contractor in the Service Area. This waiver includes but is not limited to any claim that this Agreement implements an inappropriate form of Solid Waste "flow control", regardless of whether the claim is based on local, state, or federal law, or the Florida or U.S. Constitution, or any other grounds, and regardless of whether the claim seeks damages, injunctive relief, or other remedies at law or in equity. 61. GOVERNING LAW AND VENUE The laws of the State of Florida shall govern the rights, obligations, duties and liabilities of the parties to this Agreement and shall govern the interpretation of this Agreement. Any and all legal or equitable actions necessary to enforce this Agreement shall be held and maintained solely in the state and federal courts in and for Palm Beach.County, Florida. Venue shall lie exclusively in Palm Beach County, 62. COMPLIANCE WITH LAWS AND REGULATIONS Contractor shall at all times comply with all Applicable Laws now in effect or hereafter enacted, which are applicable in any way to Contractor, its officers, employees, agents, or subcontractors, except as provided in Section 57. 63. PERMITS AND LICENSES Contractor, at its sole cost and expense, shall obtain and maintain throughout the tern of this Agreement all permits, licenses and approvals necessary or required for Contractor to perform the work and services described herein. 64. EQUAL OPPORTUNITY EMPLOYMENT Contractor agrees that it shall not discriminate against any employee or applicant for employment for work under this Agreement because of handicap, race, color, religion, sex, age, or national origin and shall take affirmative steps to ensure that applicants are employed and employees are treated during employment by Contractor without regard to race, color, religion, sex, age or national origin. This provision shall include, but not be limited to, the following: employment upgrading, demotion or transfer; recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeships. Contractor agrees to furnish the City with a copy of its non- discrimination and equal employment opportunity policy, upon request. 65. AGREEMENT DOCUMENTS This Agreement and the following documents comprise the entire Agreement between the City and Contractor. The following documents are attached to this Agreement and they are incorporated in this Agreement by this reference: Exhibit 1 through Exhibit 12 85 After the Effective Date, the Agreement shall be supplemented with the following: Performance Bond and Insurance Certificates Any amendments to this Agreement that are approved by the Commission and Contractor There are no Agreement documents other than those listed above. 66. ALL PRIOR AGREEMENTS SUPERSEDED This Agreement incorporates and includes all prior negotiations, correspondence, conversations, agreements and understandings applicable to the matters contained in this Agreement. The parties agree that there are no commitments, agreements or understandings concerning the subject matter of this Agreement that are not contained herein. .Accordingly, it is agreed that no deviation from the terms of this Agreement shall be predicated upon any prior representations or agreements,whether oral or written. This Agreement shall supersede the City's RFP (No. 2014-38) and the Contractor's response to the RFP. In the event of any conflict, the provisions of this Agreement shall govern and shall supersede anything contained in the City's RFP or the Contractor's response. 67. HEADINGS Headings in this document are for convenience of reference only and are not to be considered in any interpretation of this Agreement. 68. CONSTRUCTION OF AGREEMENT Both parties are represented by legal counsel and they waive any rule of law that would require any vague or ambiguous provisions herein to be construed against the party that physically prepared this Agreement. The rule sometimes referred to as "Fortius Contra Proferentum" shall not be applied to the interpretation of this Agreement. 69. SURVIVABILITY Any term, condition, covenant, or obligation which requires performance by a party subsequent to terrmination of this Agreement shall remain enforceable against such party subsequent to such termination. 70. SEVERABILITY The definitions and provisions contained in this Agreement shall not be construed to require the City or the Contractor to take any action that is contrary to any local, state or federal law. Should any provision, paragraph, sentence, word or phrase contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida, such provision, paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable, then same shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect. This Agreement shall be construed as if such invalid, illegal, void or unenforceable provision had never been contained herein. 86 71. FAIR DEALING The Contractor declares and warrants that the Contractor enters into this Agreement without reliance on or engaging in any collusion, bribery or fraud, that all of the Contractor's representations in this Agreement are made fairly and in good faith, and that no Commission member, City officer, or City employee, directly or indirectly owns more than five percent (5%) of the total assets or capital stock of the Contractor, nor will any such Person directly or indirectly benefit by more than five percent (5%) from the profits or emolunents of this Agreement, nor has the Contractor provided any gift to any such Person or their farnily. The Contractor warrants that it has not employed or retained any company or Person, other than a bona fide employee working solely for the Contractor, to solicit or secure this Agreement, and the Contractor has not paid or agreed to pay any Person, other than a bona fide employee working solely for the Contractor, any fee, commission, percentage, gift or any other compensation contingent upon or resulting from the award or making of this Agreement. 72. SOVEREIGN IMMUNITY Nothing in this Agreement shall be interpreted or construed to mean that the City waives its common law sovereign immunity or the limits on liability set forth in Section 768.28, Florida Statutes. 73. REMEDIES NOT EXCLUSIVE The remedies specified in this Agreement shall supplement, and not be in lieu of, any other remedies provided at law or in equity. The payment of any administrative charges by the Contractor shall not constitute a defense for the Contractor, nor an election of remedies by the City, nor serve as the basis for a claim of estoppel against the City, nor prevent the City from terminating this Agreement. The City's decision to refrain from assessing administrative charges, or suspending or terminating this Agreement, or seeking any other relief from any failure in the Contractor's performance, shall not constitute a waiver of the City's right to pursue any other remedy or a waiver of its right to pursue a remedy for any future failure by the Contractor. No remedy conferred by this Agreement is intended to be exclusive of any other remedy. Each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity, by statute or otherwise. No single or partial exercise by any party of any right, power, or remedy hereunder shall preclude any other or further exercise thereof. 74. NOTICES TO PARTIES All notices, requests, authorizations, approvals, protests, and petitions provided for herein shall be in writing. Such documents shall be addressed as shown below and either (a) hand delivered, (b) mailed by registered or certified mail (postage prepaid), return receipt requested, or (c) sent by teleeopy. The documents shall be deemed to have been duly delivered when personally delivered, or when transmitted by telecopier and receipt is confirmed by telephone, or when delivered by U.S. Mail or courier service, as shown by the return receipt. For the present, the Contractor and the City designate the following as the appropriate people and places for delivering notices and other documents: As to City: City Manager City of Delray Beach 100 N.W. I"Avenue Dehray Beach, FL 33444 Telephone: (561)243-7010 Facsimile: (561)243-7199 87 Copy to: City Attorney City of Delray Beach 200 N.W. 1"Avenue Delray Beach, FL 33444 Telephone: (561)243-7090 Facsimile: (56I)278-4755 As to Contractor: Copy to: Both parties reserve the right to designate a different representative or representatives in the future, or to change the address(es)for notice,by providing written notice to the other party of such change. 75. COOPERATION WITH THE INSPECTOR GENERAL Palm Beach County has established the Office of the hlspector General, which is authorized to review City contracts and records. The City has entered into an agreement with Palm Beach County for the services of the Inspector General. The Contractor shall fully cooperate with the Inspector General and shall provide access to the Contractor's records in the manner provided herein for the City to inspect such records. Failure to cooperate with the Inspector General, or interfering with or impeding any investigation of the Inspector General, shall be a violation of County Ordinance 2009-049 and shall be punishable pursuant to Section 125.69,Florida Statutes, in the same manner as a second degree misdemeanor. 76. CONTRACTOR'S REPRESENTATIONS AND WARRANTIES The Contractor represents and warrants to the City that: (a) The Contractor is a corporation existing in good standing under the laws of the state of its formation, is in good standing under the laws of the State of Florida, and is duly qualified to do business wherever necessary to carry on the business and operations contemplated by this Agreement. (b) The Contractor has the requisite power, authority, and legal right to enter into and perform its obligations under this Agreement and possesses all orders, permits, consents, licenses, approvals, franchises, certificates, registrations, and other authorizations from 88 j= I-: third parties and governmental authorities that are necessary to conduct its current business and to satisfy its duties and obligations under this Agreement. (c) This Agreement has been duly executed and delivered by the Contractor and, as of the Effective Date, constitutes a legal, valid, and binding obligation of the Contractor, enforceable by the City against the Contractor in accordance with its terms, except to the extent its enforceability is limited by (1) the application of general principles of equity and by bankruptcy, insolvency, moratorium, debtor relief, and similar laws of general application affecting the enforcement of creditor rights and debtor obligations, and (2) public policy limitations on the enforceability of indemnification provisions. (d) The execution, delivery, and performance of this Agreement by the Contractor: (1) have been duly authorized; (2) do not require the approval of any governmental officer or body, other than those permits or approvals contemplated to be obtained after the Effective Date; (3) have been duly authorized by all requisite action of the Contractor, and no other proceedings on the part of the Contractor, its officers, partners or managers are necessary to authorize this Agreement or to perform the duties and obligations of the Contractor contemplated by it; (4) will not violate any law applicable to the Contractor or its property or any provisions of the Contractor's articles of incorporation or by-laws; (5) do not constitute a default under or result in the creation of, any lien, charge, encumbrarice, or security interest upon any assets of the Contractor under any agreement or instrument to which the Contractor is a party or by which the Contractor or its assets may be bound or affected in any manner that prohibits or otherwise adversely affects the Contractor's ability to perform its obligations under this Agreement; and (6) do not and will not violate any copyrights, patents, or other intellectual or proprietary rights of any Person. (e) To the best of the Contractor's information and belief, there is no action, suit, or proccedi:ng, at law or in equity, before or by any court or governmental authority pending against the City or the Contractor, in which an unfavorable decision, ruling, or finding would materially and adversely affect the performance by the Contractor of its obligations under this Agreement, or that in any way would adversely affect the validity or enforceability of this Agreement, or any other agreement or instrument entered into by the Contractor or any of its affiliates in connection with this Agreement. (f) The Contractor will be in compliance at all times with the 1964 Civil Rights Act, as amended, and the Florida Civil Rights Act of 1992, as amended, because the Contractor does not on the grounds of race, color, national origin, religion, sex, age, handicap, or marital status, discriminate in any form or manner against the Contractor's employees or applicants for employment. This statement of assurance shall be interpreted to include Vietnam-Era Veterans and Disabled Veterans within its protective range of applicability. The Contractor understands and agrees that this Agreement is conditioned on the veracity of this Section 76(f) and that a breach of this condition will constitute a material breach of this Agreement. (g) The Contractor shall comply with Applicable Law concerning the protection and rights of employees, including but not limited to equal employment opportunity laws, minimum wage laws, immigration laws, the Americans with Disabilities Act, and the Fair Labor Standards Act. 89 I i i (h) The Contractor did not engage, directly or indirectly, in any collusion, bribery, deception, or fraud in connection with its efforts to procure the work awarded under this Agreement. (.i.} None of the agents, members, managers, partners, officers, directors, employees, or executives of the Contractor, or any affiliate that is active in the management of the Contractor, has been convicted of a public entity cringe, as defined in Section 287.133(g), Florida Statutes. {�) The personnel employed by the Contractor have the proper skill, licenses, training, background, knowledge, experience, authorizations, integrity, and character necessary to perforin the Contractor's obligations in accordance with this Agreement. (k) No City employee received or will receive, directly or indirectly, any benefit, interest, or profit out of the procurement process pursuant to which this Agreement was awarded or in connection with this Agreement or the services to be provided pursuant to this Agreement, and no City employee has or will have any direct or indirect financial interest in the award of this Agreement or any of the services to be provided pursuant to this Agreement. (1) The Contractor acknowledges that Section 287.135, Florida Statutes, prohibits agencies from contracting with companies for goods or services of$1,000,000 or more,that are on either the Scrutinized Companies with Activities in the Sudan.List and/or the Scrutinized Companies with Activities in the Iran Petroleum Energy List, both lists of which are created pursuant to Section 215.473, Florida Statutes, and certifies, represents, and warrants to the City that the Contractor is not on either of those lists. I [THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK] i 90 IN WITNESS WHEREOF, the parties have made and executed this Agreement, as attested to by the signature of their duly authorized officers or representatives and their official seals affixed hereon,the day and year first above written. CITY OF DELRAY BEACH, by and through its Attest: City Commission By: Chevelle D.Nubin, City Clerk Cary Glicicstein, Mayor day of ,2014 Approved as to form and legal sufficiency By: Noel M. Pfeffer, City Attorney day of 2014 (CITY SEAL) i 91 WITNESSES: CONTRACTOR By: Signature Signature i Printed Name Printed Name and Title day of , 2014 day of , 2014 Signature Printed Name day of 2014 ATTEST: i SECRETARY STATE OF FLORLDA ) SS: CITY OF } BEFORE ME, an officer duly authorized by law to administer oaths and take acknowledgments, personally appeared as , of an organization authorized to do business in the State of Florida, and he/she executed the foregoing Agreement as the proper official of for the uses and purposes mentioned in it and affixed the official seal of the corporation, and that the instrument is the act and deed of that corporation. He/she is personally known to me or has produced as identification. IN WITNESS OF THE FOREGOING, I have set my hand and official seal at in the State and City aforesaid on this day of , 2014. NOTARY PUBLIC My Commission Expires: 92 EXHIBIT 1 GENERAL MAP OF SERVICE AREA, INCLUDING AREAS RECEIVING SIDE DOOR SERVICE OR SERVICE WITH PLASTIC BAGS _. E' CITY OF DELRAY BEACH, FLORIDA Residential Curbside&Rear l Side Door Regular Garbage,Recycl'�ng,i3ulk Trash&Vegatativa Waste Collection Days �x aravru.P. It*rmatlon&Collection Problems(561)243-7219 I Code Enforcement D vWon Please visit our website at vuwvjmydelraybeach com 10 9D6 9 l :;7F]iKS: 1CA - 3 o N.W dTii S.T. . A7LAWIC }AVENUE ATLANnC aas 'avFxc�E x�v.zvnsr. 4 I. a v 30 S 4TH 4M ti w � � LiNTON 4 eLVP I LtNrOW � 9oUfF'lAIiD� .. 9 ;i, '. x° Eds 0 i :-38 CAflgL 6i6 C.UIW. �� i AREA GARBAGE RECYCLING, Blie.1C V--ATIVE 7'RA.SH TRASH - TuESPAY FRg Y TUESDAY PflIOAY FRIDAY MONDAY } j3�E,`UL,gft GRftBA GE O Iii U46&7AY MoN6AY MGNPAY MONDAY � SERVICE TYPES TLl-_5UgY GURB S1D� O FRIDAY FRIDAY TUESDAY TL'EEL]AY cfrYROLLCAR7 aNe a i� MONDAY F� Hu "'A TH'JftSUAY YHURSUAV Tl-iURSPAY U Oi1Rf3 S!t7c cR pyic sca.E W PASTIC9AG �1 WEUNEMAY J - - E & Lypi•3E54RY SATIiRNiY SATIIRDRY -j CIIY OF DELRRY&EA COY H. \ 3q'I-JHDAY 1iLAWSlOEDOOR PLANNlh'S d zWNG ITI-PAR]M r OWNER CONTANVP - WEUNEEUAY U ••••`•'•• r-EftRUARY 20}y s SATURDAY WFDNES— W5QNr:pAY iSATJRPAY -.aca;uYSScrywsysresr-- 1 of 1 EXHIBIT 2 RESERVED 1 of 1 i i EXHIBIT 3A RATES FOR RESIDENTIAL COLLECTION SERVICES Curbside Collection with Curbside Collection with Garbage Carts Plastic Bags Garbage $ (2x/wk) $ (2x/wk) Yard Waste $ (1x/wk) $ (1x/wk) Recyclable Material $ (lx/wk) $ (1x/wk) Bulky Waste $ (ix/wk) $ (1x/wk) Total Monthly Cost per Dwelling Emit $ $ i 1 of 3 EXHIBIT 3A (continued) Side-Door Service Collection Service with Mechanical Containers Garbage $ (2x/wk) $ (2x/wk) Yard Waste Not Applicable Not Applicable Recyclable Material $ (1x/wk) $ (1x/wk) Bulky Waste Not Applicable $ (1x/wk) Total Monthly Cost 2 of 3 EXHIBIT 3A (continued) Explanatory Notes 1. All Rates are fixed through. September 30, 2015,. and are based on the service requirements specified in the Agreement. The Rates are expressed as the cost that the City must pay per Dwelling Unit per month. 2. If the Contractor furnishes a Garbage Cart to a Residential Customer in a Multi-Family Dwelling, the Contractor may charge the Customer a monthly fee of One Dollar($1.00) per cart. 3. The Rate for Residential Collection Service shall apply to each Customer that receives such service, regardless of the number of Garbage Cans, Garbage Carts, Recycling Bins, or Recycling Carts that are used by the Customer. 4. Customers receiving Side Door Service shall pay the Rate for Side Door Service, in addition to the Rate for Curbside Collections Service. 3 of 3 EXHIBIT 3B RATES FOR COMMERCIAL COLLECTION SERVICES Rate for Collection of Commercial Waste with Mechanical Containers (i.e., other than Compactors $ per cubic yard for Collection and Roll-Off Containers) $ Disposal Total per cubic yard $ Rate for Collection of Commercial Waste in Compactors (8 cubic yards or Tess) $ per cubic yard for Collection (1.25x the Collection cost for Mechanical Containers, above) $ Disposal Total per cubic yard $ Rate for Collection of Recyclable Materials in Mechanical Containers $ per cubic yard Rate for Collection of Commercial Waste with 96 Gallon Garbage Cart collected one time per week $ per month for Collection (Customers generating less than 2 cubic yards per week) $ per month for Disposal Total monthly$ Rate for Collection of Recyclable Materials with 96 Gallon Recycling Cart collected one time per week $ per month for Collection 1 of 2 i EXHIBIT 3B (continued) Rate for Collection of Commercial Waste in Compactors (greater than 8 cubic yards—Rol I-Off $ per pull for Collection Compactors) Disposal is a pass thru cost paid by the Customer Rate for Collection of Commercial Waste in Roil-Off Containers $ per pull for Collection Disposal is a pass thru cost paid by the Customer Ex lanato Notes 1. All Rates are fixed through September 30, 2015, and are based on the service requirements specified in the Agreement. 2, The Rates for Commercial Collection Service include all charges and fees for the rental of Mechanical Containers, except Compactors. The Rate for leasing a Compactor shall be negotiated by the Contractor and the Customer. 2 of 2 EXHIBIT 3C RATES FOR COLLECTION SERVICES FOR THE CITY Rate for Collection of Solid Waste with Mechanical Containers (i.e., other than $ per cubic yard for Collection Compactors and Roll-Off Containers) Rate for Collection of Solid Waste in Compactors (8 cubic yards or less) $ per cubic yard for Collection (1,25x the Collection cost for Mechanical Containers, above) Rate for Collection of Recyclable Materials in Mechanical Containers $ per cubic yard Rate for Collection of Garbage with 95 Gallon Garbage Cart collected one time per week $ per month (locations generating less than 2 cubic yards per week) 1 of 3 EXHIBIT 3C (continued) Rate for Collection of Recyclable Materials with 95 Gallon Recycling Cart (1 time per $ per month week) i Rate for Collection of Solid Waste in Compactors (greater than 8 cubic yards—Roll- $ per pull for Collection off Compactors) Rate for Collection of Solid Waste in Roll-Off Containers $ per pull for Collection Rate for Clamshell Truck and Driver, five (5) days per week $ per month Rate for Collection of Recyclable Materials in a 40 gallon Recycling Container (2 times each $ per month week) at a location in the areas identified in Exhibits 7, 8, and 11 Rate for Collection of trash in a 40 gallon receptacle (2 times each week) at a Bus $ per month Shelter, Park, or other location in the areas identified in Exhibits 7, 8, and 11 2 of 3 EXHIBIT 3C (continued) Explanatory Notes 1. All Rates are fixed through September 30, 2015, and are based on the service requirements specified in the Agreement. 2. The City may increase or decrease the number of Recycling Containers and trash receptacles it uses in the general areas identified in Exhibits 7, 8, and 11. The City's payments to the Contractor shall increase or decrease, as the case may be,when the City increases or decreases the number of Recycling Containers and trash receptacles it uses in the Service Area. The adjustments to the City's payments shall be based on the"per unit" Rate set forth above in this Exhibit 3C. 3. The Rate for providing Collection Service for Community Events shall depend on the services requested by the City. For such events,the City shall pay the Rates set forth in this Exhibit 3C for a Mechanical Container, Compactor, Garbage Cart, or Recycling Cart, 4. The City shall not pay any disposal costs to the Contractor, except as provided in Paragraph 5, below. 5. The City shall pay the Contractor for the disposal of the trash and other Solid Waste collected from eighty-four(84) of the trash.receptacles located along Atlantic Avenue,the Beach area, and Pineapple Grove. The amount of the City's payinent to the Contractor shall be calculated in the following manner: Assume there are eighty-four(84)trash receptacles, each receptacle is approximately thirty(30)gallons in capacity, and each receptacle is picked up six(6)times each week. Assume the Authority's Tipping Fee is forty-two dollars ($42.00) per ton, which is equal to two dollars and eighty-one cents($2.81) per cubic yard. Assume each thirty (3 0) gallon container holds 0.15 cubic yards. Eight-four(84)containers x 0.15 cubic yards per container x six(6)pick- ups per week x fifty-two (52) weeks per year x two dollars and eighty- one cents($2.81)per cubic yard—eleven thousand forty-six dollars and sixty-seven cents ($11,046,67)per year. This annual disposal fee shall be billed in arrears in twelve (12) equal monthly installments of nine hundred twenty dollars and fifty-six cents ($920.56) each month. If the Authority's Tipping Fee changes in the future,this calculation shall be performed with the new Tipping Fee and the City's payments to the Contractor will be adjusted accordingly. 3 of 3 EXHIBIT 3D RATES FOR SPECIAL COLLECTION SERVICES SERVICE RATE PER SERVICE Rolling Out Commercial 95 or 101 Gallon Carts,with $1.00 10 or more feet per direction. (no charge for Residential Customers regardless of distance;no charge for Commercial Customers for less than 10 feet per direction) Rolling Out Mechanical Container(and returning it to $8.00 per month per container times frequency of original location) collection Side-Door Service(Residential Curbside Only)* $22.00 per dwelling unit Opening(and closing)Doors or Gates No Charge Locks for Containers $9.00(on time) Charge for Replacements based on cast+ 10% Unlocking Containers $1.35 Supplying(and retrofitting)locking mechanism on $55.00 one-time installation charge container per customer request only Adding wheels to or changing wheels on Mechanical No Charge Containers Adding lids to or changing lids on Mechanical No Charge Containers Moving Container Location Per Customer Request No Charge Changing Out sizes(more than twice per Operating $25.00 Year) Additional Scheduled Pick-ups for Residential Same as Applicable Commercial Collection Rates Customers using Mechanical Containers (No Disposal Charges) Additional Unscheduled(picked up by end of business $25.00 Special Service Fee Plus Applicable Commercial the following day but not including"on-call")Pick-ups Collection and Disposal Rates Per Dumpster for Commercial and Residential Customers using (No Disposal Charges for Residential) Mechanical Containers Special Service or special equipment required.because of Negotiable impaired accessibility Turn around compactors (Commercial Customer only) $10.00 per pull (No Charge for Multi-family) Stump/Land Clearing Collection Negotiable Residential Yard Waste Collection for special pickup at $9.00 Per CY the request of the Residential Customer for oversized Iles Residential Mixed Collection (Yard Waste with C&D $22.00 Per CY and/or Bulky Waste) Lease of Compactor Negotiable *No charge for Residential. Customers physically unable to bring Solid Waste or Recovered Materials to Curbside. loft EXHIBIT 4 PARENT CORPORATION GUARANTEE THIS GUARANTEE ("Guarantee") is made as of the day of 2014, by a corporation (the "Guarantor"), to and for the benefit of the City of Delray Beach, Florida (the "City") (each capitalized term used and not defined herein shall have the meaning ascribed.to such term in the Agreement). WITNESSETH: WHEREAS, (the "Contractor"), a corporation and a wholly-owned subsidiary of the Guarantor, is entering into an`Exclusive Franchise Agreement ("Agreement") with the City; WHEREAS, the Guarantor is willing to guarantee the performance of the Contractor under the Agreement,pursuant to the terms of this Guarantee; and WHEREAS, the execution of this Guarantee is a condition precedent to the execution by the Contractor and the City of the Agreement, and the City would not enter into the Agreement unless the Guarantor provided this Guarantee; NOW, THEREFORE, as an inducement to the City to enter into the Agreement, the Guarantor agrees as follows: 1. The Guarantor hereby irrevocably, absolutely and unconditionally guarantees the full, prompt and timely performance and discharge of all of the duties, obligations, covenants and agreements of the Contractor pursuant to and in accordance with the terms and provisions of the Agreement, including but not limited to, the full, prompt and timely payment when due of all sums and amounts payable by the Contractor, including without limitation, the payment of any and all fines, damages, indemnification obligations, costs, and expenses, including without limitation, reasonable fees and expenses of attorneys (collectively, the "Obligations"). 2. All Obligations of the Guarantor under this Guarantee shall be irrevocable, absolute, unconditional and continuing, and shall remain in full force and effect until all of the Obligations now existing or hereafter incurred have been performed, discharged and paid in full in accordance with the terms of the Agreement, The Obligations of the Guarantor under this Guarantee shall not be released, discharged, affected, modified or impaired by reason of the happening from time to time of any event or circumstance, including, without limitation, any one or more of the following: (1) the compromise, settlement, release, discharge or termination of any or all of the Obligations, by operation of law or otherwise, except by payment and performance in full of the Obligations pursuant to the terms of the Agreement; 1 of 6 EXHIBIT 4 (continued) (ii) the failure of the City to give notice to the Contractor or the Guarantor of the occurrence of any Event of Default under the Agreement; (iii) the waiver by the City of any payment, performance, or observance of any of the Obligations; (iv) the extension of the time (whether one or more) for payment or performance of the Obligations, or the extension or the renewal of any thereof; (v) the invalidity or unenforceability of any term or provision of the Agreement based on the lack of authority, insolvency, bankruptcy or reorganization of the Contractor; (vi) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, arrangement, composition with creditors or readjustment of, or other similar proceedings affecting the Contractor, or its assets, or the Guarantor, or its assets, or any allegation of invalidity or contest of the validity of this Guarantee in any such proceedings; (vii) the default or failure of the Guarantor to fully perform any of its obligations set forth in this Guarantee, or the occurrence of any events of default under the Agreement; (viii) the failure of any agreement, instrument, certificate, or other document to be executed or delivered in connection with the Agreement; or (ix) any assignment, amendment, modification, or waiver of, or change in any of the terms, covenants, conditions or provisions of any of the Obligations or the Agreement, or the invalidity or unenforceability of any of the foregoing. 3. This Guarantee shall be construed in accordance with and governed by the laws of the State of Florida, without giving effect to any choice or conflict of law provisions or rules (whether of the State of Florida or any other jurisdiction). 4. Subject to the provisions of Section 7 hereof, this Guarantee shall be binding upon and enforceable against the Guarantor, its successors, or permitted assigns and legal representatives (including any successor by merger or consolidation or any transferee of all or substantially all of the properties or capital stock of the Guarantor), whether or not the Guarantor's obligations hereunder are expressly assumed by such successor, assignee, or transferee, and is for the benefit of the City and any of its successors and assigns under the Agreement. 5. Each and every event of default under the Agreement shall give rise to a separate cause of action hereunder, and separate claims may be brought hereunder by the City as each cause of action arises. The Guarantor waives to the greatest extent permitted by law: notice of acceptance hereof; presentment and protest of any instrument, and notice thereof, notice of default; notice of foreclosure; notice of any modification, release or other alteration of any of the 2 of 6 EXHIBIT 4 (continued) Obligations or of any security therefor and all other notices to which the Guarantor might otherwise be entitled. Should the Contractor default in the payment or performance of any of the Obligations, the obligations of the Guarantor hereunder with respect to such Obligations in default shall become immediately due and payable to the City without demand or notice of any nature, all of which are expressly waived by the Guarantor. Payments by the Guarantor hereunder may be required by the City on any number of occasions. 6. No failure, omission or delay by the City in exercising any right, power or privilege hereunder or under the Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other right, power or privilege of the City. No waiver, amendment, release or modification of this Guarantee shall be established by conduct, custom or course of dealing, but solely by an instrument in writing duly executed by the party against whom any such waiver, amendment, release or modification is sought to be enforced. 7. The Guarantor shall not assign its obligation hereunder nor substitute any Person in place of itself hereunder without first obtaining the express prior written consent of the City, which consent may be withheld by the City in its sole and absolute discretion. Any attempted assignment in violation of this Guarantee shall be null and void. S. The obligations of the Guarantor to the City set forth in this Guarantee are direct, absolute and unconditional without regard to the liability of any other Person; and shall not be subject to any requirement that the City first enforce any remedies it may have against the Contractor or any other Person, or any requirement to seek to recover from the Contractor hereunder before proceeding against the Guarantor hereunder, and shall not be subject to any claim of the Guarantor against any other Person including the City. No setoff, counterclaim, reduction, or diminution of any obligation, or any other defense of any kind of nature (excepting payment or performance in fact and any other defenses the Contractor has under the Agreement) which the Contractor or the Guarantor has or may have against the City shall limit or in any way affect the Guarantor's obligations under this Guarantee. 9. Each of the Guarantor and the City irrevocably (i) consents that any action or proceeding against it under, arising out of or in any manner relating to this Guarantee shall be brought in the state or federal courts in and for Palm Beach County, Florida, and consents to the exclusive jurisdiction of such courts; (ii) consents and submits to the personal jurisdiction of any such court in any such action or proceeding; (iii) consents to the service of summons, notice, or other process relating to any such action or proceeding by delivery thereof by hand or by mail in the manner provided for in Section 13 of this Guarantee and consents that it may be served with any process or paper by registered mail or by personal service within or without the State of Florida, in accordance with applicable laws; (iv) waives any objection, claim or defense which it may have at any time to the laying of venue of any such action or proceeding in any such court; (v) waives any claim that any such action or proceeding brought in any such court has been brought in an inconvenient forum; (vi) waives the right to object, with respect to any such action or proceeding brought in any such court, that such court does not have jurisdiction over such party; and (vii) permanently, voluntarily, and with the advice of counsel, waives any rights it may have to a jury trial concerning any dispute involving or arising out of the Agreement or this Guarantee. 3 of 6 EXHIBIT 4 (continued) 10. Upon payment by the Guarantor of any sum to the City hereunder, all rights of the Guarantor against the Contractor arising as a result thereof by way of right of subrogation or otherwise shall in all respects be subordinate, junior in right of payment to, and not exercisable until, the prior indefeasible payment and performance in full of all Obligations. 11, This Guarantee may be executed in multiple counterparts, including by way of facsimile or other electronic transmission (i.e., pdf), each of which shall be deemed an original, but all of which taken together shall constitute one instrument. If any provision of this Guarantee is determined to be unenforceable, the City and the Guarantor hereby agree that such provision may be reformed so that it is enforceable to the maximum extent permitted by applicable laws. In the event that any provision of this Guarantee cannot be reformed, such provision shall be deemed to be severed from this Guarantee, but every other provision of this Guarantee shall remain in full force and effect. This Guarantee is entered into by Guarantor solely and exclusively for the benefit of the City and may be enforced against Guarantor by the City and any of its successors and assigns. This Guarantee contains the entire understanding of the parties with respect to the subject matter hereof, and supersedes all prior agreements, representations and understandings of the parties with respect to the subject matter herein. 12. The Guarantor hereby expressly waives notice from the City of its acceptance of and reliance upon this Guarantee, and of any future creation, renewal or accrual of any of the Obligations. 13. All notices hereunder shall be in writing and shall be sufficiently given for all purposes hereunder if properly addressed and delivered personally by documented overnight delivery service, by certified or registered mail, return receipt requested., or by facsimile or other electronic transmission service at the address or facsimile number, as the case may be, set forth below. Any notice given personally or by documented overnight delivery service is effective upon receipt. Any notice given by registered mail is effective upon receipt, to the extent such receipt is confirmed by return receipt. Any notice given by facsimile transmission or other electronic transmission service is effective upon receipt, to the extent that receipt is confirmed, either verbally or in writing by the recipient. Any notice which is refused, unclaimed or undeliverable because of an act or omission of the party to be notified, if such notice was correctly addressed to the party to be notified, shall be deemed communicated as of the first date that said notice was refused, unclaimed or deemed undeliverable by the postal authorities, or overnight delivery service. If to the City: City Manager City of Delray Beach 100 N.W. 1St Avenue Delray Beach, FL 33444 Telephone: (561) 243-7010 Facsimile: (561) 243-7199 4 of 6 EXHIBIT 4 (continued) Copy to: City Attorney City of Delray Beach 200 N.W. 1St Avenue Delray Beach, FL 33444 Telephone: (561) 243-7090 Facsimile: (561) 278-4755 If to the Guarantor: Copy to: Changes in the respective addresses to which such notices shall be sent may be made from time to time by either party by notice given to the other party in accordance with this Guarantee. 14. Any termination of this Guarantee shall be applicable only to transactions having their inception after the effective date of such termination and shall not affect rights and obligations arising out of transactions having their inception prior to such date. IN WITNESS WHEREOF, the Guarantor has executed this instrument the day and year first above written. ATTEST: (Guarantor) By: By: Name: Name: Title: Title: [Seal] 5 of 6 EXHIBIT 4 (continued) Witnesses: Signature Signature Print or Type Name Print or Type Name Signature Signature Print or Type Name Print or Type Name 6 of 6 EXHIBIT 5 PERFORMANCE BOND CONTRACTOR(name, principal place of business, and phone number): XYZ Company Address SURETY (name, principal place of business, and phone number): CITY: City Manager City of Delray Beach 100 N.W. 1"Avenue Delray Beach, FL 33444 Telephone: (561) 243-7010 BOND No. Date: Amount: Two Million Dollars ($2,000,000) KNOW ALL MEN BY THESE PRESENTS that we, (hereinafter "CONTRACTOR"), as Principal, and hereinafter "SURETY"), as Surety, are held and firmly bound unto the City of Delray Beach, Florida (hereinafter "CITY"), as Obligee, in the amount of Two Million Dollars ($2,000,000.00), for the payment whereof CONTRACTOR and SURETY bind themselves, their heirs, executors, administrators, successors and assigns,jointly and severally, firmly by these presents. WHEREAS, the SURETY states that it has read all of the "Exclusive Franchise Agreement" (hereinafter "Agreement") that is attached hereto and incorporated herein by reference, and SURETY has carefully considered the CONTRACTOR's obligations and duties under the Agreement, including but not limited to the provisions of Sections 47 ("Breach and Termination of Agreement") and 51 ("Damages and Indemnification"); and WHEREAS, the CITY's issuance of an exclusive franchise to the CONTRACTOR, and the CITY's execution of the Agreement with the CONTRACTOR, are contingent upon the execution of this bond(hereinafter"BOND") and these presents, i of 6 EXHIBIT 5 (continued) NOW, THEREFORE, THE CONDITIONS OF THTS OBLIGATION ARE SUCH that, if the CONTRACTOR shall in all respects promptly and faithfully perform and comply with all of the terms and conditions of the Agreement, and CONTRACTOR's obligations thereunder, then this obligation shall be void; otherwise, the BOND shall remain in full force and effect, in accordance with the Agreement and the following terms and conditions: 1. The SURETY, for value received, as hereby acknowledged, stipulates and agrees that no change, alteration or addition to the terms of the Agreement or to the work to be performed thereunder or the requirements for the same shall in any way affect the SURETY's obligations on the BOND, and SURETY does hereby waive notice of any change, alteration, or addition to the terns of the Agreement or to the work. 2. The SURETY, for value received, as hereby acknowledged, further stipulates and agrees that it will pay the CITY all losses, damages, expenses, costs, and attorneys' fees, including fees incurred in appellate proceedings, the CITY sustains because of a default by the CONTRACTOR under the Agreement, up to the maximum amount of the BOND. 3. The fact that the CITY may extend the time within which the CONTRACTOR may perform its obligations shall not release the SURETY from its obligations under this BOND, whether such extension is made after notice to the SURETY or not, and the SURETY hereby consents that the CITY may extend the time for the CONTRACTOR's performance, without providing notice to the SURETY. 4. In the event that the CONTRACTOR defaults in the performance of any of the terms, covenants, or conditions of the Agreement, the CITY shall promptly give notice of such default to the SURETY in writing by certified mail, return receipt requested, addressed to the SURETY at its principal place of business, as identified above. 5. In the event that the CONTRACTOR defaults in the performance of any of the terms, covenants, or conditions of the Agreement, the SURETY shall have the right to complete the work or performance on behalf of the CONTRACTOR, and for that purpose shall have all of the rights of the FRANCHISEE under the Agreement for the completion of performance. 6. In the event that the CONTRACTOR defaults in the performance of any of the terms, covenants, or conditions of the Agreement, the SURETY shall remedy the default or otherwise satisfy its obligations under this BOND. 7. In the event there is a failure to perform the conditions of this obligation, the CITY may bring any and all actions, suits, or proceedings, or otherwise take such steps as it deems appropriate, to enforce the obligation of the SURETY, and the CITY may do so without joining the CONTRACTOR in any such actions, suits, or proceedings. Thereafter, whether judgment is obtained against the SURETY or not, successive actions can be brought against the CONTRACTOR, and this BOND shall remain a continuing obligation on the part of the SURETY and the CONTRACTOR until the conditions of this BOND have been fully performed, including the resolution of third party lawsuits. 8. It is understood and agreed that the obligation of the CONTRACTOR under this BOND continues from day to day until paid, and a new cause of action arises thereon daily with the result that the statute of limitations of the State of Florida does not run against the entire claim. The obligation of the SURETY under this BOND, therefore, continues in this manner, and no action, suit, or proceeding against the CONTRACTOR or the SURETY hereunder shall be barred, except under such conditions as would bar it under the said statute of limitations. 2 of EXHIBYT 5 (continued) 9. Any proceeding, legal or equitable, under this BOND shall be instituted only in a court of competent jurisdiction in and for Palm Beach County, Florida, and shall be instituted within the statute of limitations after the CONTRACTOR's default or within the statute of limitations after the SURETY refuses or fails to perform its obligations under this BOND, whichever occurs later. if the provisions of this paragraph are void or prohibited by law, the miniinum period of limitation available to sureties as a defense in the State of Florida shall be applicable. 10. Notices to the SURETY, the CITY, and the CONTRACTOR shall be mailed or delivered to the addresses shown above. 11. The SURETY represents and warrants to the CITY that it has a rating of"A" or better as to management and "FSC V or better as to strength by Best's Insurance Guide or Surety; (b) it is listed on the U.S. Treasury Department's list of acceptable sureties for federal bonds; (e) it has been iia business continuously for at least five years; and(d) it will not cancel or alter this BOND without providing at least 30 days advance notice to the CITY. 3 of 4 EXHIBIT 5 (continued) CONTRACTOR AS PRINCIPAL SURETY Company: (Corporate Seal) Company: (Corporate Seal.) Signature Signature Print Name Print Name Title Title Date Date Witnesses: Signature Signature Print Name Print Name I Signature Signature ' Print Name Print Name FLORIDA RESIDENT AGENT FOR S[JRETY Print Name Address Phone Fax 4 of 4 EXHIBIT 6 SPECIFICATIONS FOR GARBAGE CARTS 1. MINIMUM REQUIREMENTS: The following specifications describe the minimum acceptable features and performance requirements for the Garbage Carts the Contractor will provide under the Agreement. 2. MANUFACTURING PROCESSES AND MATERIALS: Each cart shall consist of a body, lid, wheels, axle, and necessary accessories, The plastic resin material and the finished cart must meet the minimum specifications herein. 2.1 MANUFACTURING PROCESS: Each cart body must be manufactured by a rotational or injection molding process. 2.2 PLASTIC MATERIAL: Base plastic resin must be first quality linear polyethylene or high-density polyethylene (HDPE) supplied by a national petrochemical producer. Off- spec material is not acceptable. Contractor must submit technical data sheet(s) from the resin producer. 23 RESIN ADDITIVES: All plastic parts shall be specifically prepared to be colorfast so that the plastic material does not alter or fade appreciably in normal use, The plastic resin must be enhanced with color pigment and ultraviolet inhibitor, which must be used at a rate that is no less than 1.5% by weight, and which must be uniformly distributed throughout the finished cart. To ensure thorough distribution of these additives,the resin and additives must be mixed in a molted state using a hot-melt blending process. Contractor must submit a statement certifying that all of the plastic resin and additives will be hot-melt blended. 3. CART REQUIREMENTS: The carts must be compatible with standard American semi- automated bar-locking lifters (ANSI type B) as well as automated arm lifters (ANSI type G) and function as follows: 3.1 ANSI CONFORMANCE: Carts must meet the requirements of ANSI Z245.30-2008 and ANSI 2245.60-2008 standards for"Type BIG" carts. Contractor must submit independently certified copies of all ANSI test results. Test results must state the load (in pounds) under which the tests were conducted, The load under which the tests were conducted must be the same as the load rating stated in the cart manufacturer's sales literature and specifications. The ANSI Appendix D test for "Loading and Unloading Test for Carts" must clearly state that the required 520 dump cycles under the cart's full rated load were performed on both a Semi-Automated Cart Lifter and a Fully Automated Grabber Ann. 3.2 LOAD RATING: Carts must be designed to regularly receive and dump the following amount of waste material, excluding the weight of the cart, without permanent damage or deformation. The load rating must conform with ANSI Standard Z245.30-2008, 1 of 6 i EXHIBIT 6 (continued) 32 Gallon— 122 pounds 64 Gallon—224 pounds 96 Gallon—330 pounds Contactor must submit a normal printed color sales brochure which shows the exact products being proposed and the corresponding load ratings. Contractor must mark the location of the load ratings on the brochure with bold red arrows so as to aim directly at the load ratings. The load rating in the sales literature must match the specifications and ANSI certification submitted by the Contractor, and the load rating permanently marked on the cart. 3.3 RESIN WEIGHT: The carts must be manufactured to achieve a minimum resin weight as follows: 32 Gallon— 17.9 pounds minimum 64 Gallon—23 pounds minimum 96 Gallon—34.1 pounds minimum 3.4 CAPACITY: The total capacity (volume) of the carts, excluding the .lid, must be 32 U.S. gallons (+/- 2%), 64 U.S. gallons (+/-3%), and 96 U.S. gallons (+/- 3%), respectively. Contractor must include independent test results according to ANSI Z245.30, Appendix A (Volume Test), certified by an accredited professional engineer, showing the exact capacity of the cart body (to the dearest 0.1 U.S. gallon), for each size, 2of6 EXHIBIT 6 (continued) 3.5 DIMENSIONS: The exterior dimensions of the completely assembled carts shall be approximately as follows: 32 Gallon -- Height: 39.13" Depth: 22.88" Width: 20.2" 64 Gallon— Height: 40.25" Depth: 28.0" Width: 26.50" 96 Gallon--- Height: 45.13" Depth: 33.73" Width: 28.17" 3.6 WALL THICKNESS: The carts must have a minimum nominal wall thickness of 0.154" throughout the body of the cart, and a minimum wall thickness of 0.185" inches in the critical wear points (i.e., the cart bottom, handle, and lift mechanism). The minimum wall thickness of the lid must be 0.14". 3.7 MANEUVERABILITY: Contractor must state the average tipping force required to maneuver a fully loaded cart when tilted to the roll position. The Contractor must also submit documentation that conforms to ANSI Z-245.60 (Force To Tip) testing that clearly defines the cart's maximum average tipping force. The results of this testing may not exceed a maximum average of 27 pounds for 32 gallon carts, 35 pounds for 64 gallon carts, and 50 pounds for 96 gallon carts. 3.8 RIM OF BODY: The upper rim of each cart body must have a closed tubular design or be molded with a reinforced rim for maximum strength during collection. The rim must also include a ledge or other built-in feature that creates a tight seal between the body and lid. 3.9 HANDLES: Each cart must be equipped with a minimum of one handle, with a minimum of 1" diameter. The handle(s) and handle mounts must be an integrally molded part of the cart body. The handles shall be designed to afford the user positive control of the loaded cart at all times. The handles must not have the ability to rotate on their own axis at any time. Handles which are molded as part of the lid are unacceptable. Bolted-on handle mounts or bolted-on handles are unacceptable, 3.10 LID: The lid shall be of one piece construction and manufactured of the same material used in the cart body. The lid shall be configured to ensure that it will not warp, bend, slump, or distort to such an extent that it no longer fits the cart properly or becomes otherwise unserviceable. The lid must be crowned in shape and designed to prevent the 3 of 6 EXHIBIT 6 (continued) entry of rain when in the closed position. The lid must open from a closed position through a full 270° arc. Living hinges and lid counter weights are unacceptable. Lid latches are unacceptable. 3.11 BOTTOM: The bottom of the cart must be impact resistant at all points (four corners and the center) of the base for durability. Screw-on, bolt-on, or pop-on wear guards are unacceptable. 3.12 WHEELS: Wheels for 32 gallon and 64 gallon carts shall be a minimum of 10" diameter. Wheels for 96 gallon carts shall be a minimum of 12" diameter and 1.75" wide with rubber treads. All wheels must be capable of supporting a minimum of 200 pounds per wheel. 3.13 AXLE; The axle for 32 gallon carts must be a minimum of 518" diameter. The axle for 64 gallon and 96 gallon carts shall be a minimum of 314" (0.75") diameter. All axles shall be zinc chromate plated or powder coated equivalent, solid high strength steel, and fully supported by the cart body. The axle must slide through two molded-in plastic journals in the cart bottom and must not be exposed to the contents inside of the cart. Each molded-in axle journal must be at least 1" wide. Axles attached by means of bolts or rivets are unacceptable. 3.14 STABILITY: Each cart shall be stable and self-balancing when in the upright position, either loaded or empty. The carts must be designed to withstand winds averaging 25 mph when empty. 3.15 LIFT SYSTEM: Each cart shall be equipped with attachment points which make it compatible with standard American semi-automated bar-locking lifters and fully- automated arm lifters. The upper lift point must be integrally molded into the body of the cart. All lower lift bars must be designed to withstand over ten (10) years of lifter attachment. The lower lift bar on 96 gallon carts shall be at least I" diameter galvanized steel. The lower bar must be mounted in molded-in plastic bearings or held in place with pre-installed latch/push pins. The lower bar must be factory installed and cannot be attached by means of rivets, screws, bolts, or similar fasteners. 3.16 COLOR: The cart body color shall be green, gray, brown, blue or black. Surface treatments, painted or spray-on finishes, and materials that are not homogenous are not acceptable. Contractor must submit color chips or samples for all colors available. The City will select the colors for the carts. 3.17 INTERIOR CONSTRUCTION: The interior surface of each cart must be smooth and free from crevices, recesses, projections, and other obstructions where material inside the cart could become trapped. 4. MARKINGS: Each cart must be permanently marked with letters/numbers, as follows: 4.1 SERIAL NUMBERS: Each cart must have a serial number hot stamped in white on the body. The serial number shall be preceded by a letter or number code which designates the year of manufacture. Serial numbers shall be in sequence beginning with a number designated by the City. The Contractor will maintain a file that identifies the date of 4of6 I' EXHIBIT 6 (continued) manufacture by the serial number. 4.2 CITY SEAL: The City Seal or logo shall be hot stamped onto both sides of the cart body. 4.3 USER INSTRUCTIONS: Instructions for the safe use of the cart .must be molded into each lid. Instructions shall be in both English and Spanish. 4.4 LOAD RATING: The load rating of the cart must be raised-relief molded into the lid. Load rating shall be stated in both pounds and kilograms and in English and Spanish. 5. IN-MOLD LABEL SPECIFICATIONS: The In-Mold Label must comply with the following listed specifications: 5.1 MANUFACTURING PROCESS: The in-mold label shall be permanently molded into the container lid. It should not wear or peel from norinal uses. It shall have ultra-violet and other protection from the effects of the sun. 5.2 COLOR AND GRAPHICS: The in-mold label shall be 4-color and contain the City logo including images and language representing materials deemed acceptable for disposal. All proofs for the label shall be submitted to the City for approval and shall have a minimum size of 5"X 12", 6. RFID & BAR CODE INTEGRATION: Not Applicable. 7. DATA INTEGRATION: Not Applicable. S. WORK ORDER MANAGEMENT AND REPORTING SYSTEM: Not Applicable, 9. ASSEMBLY,DISTRIBUTION AND TRACKING SERVICES FOR CARTS 9.1 The Contractor shall be responsible for coordinating the delivery of carts from the manufacturing plant, unloading loads of carts, assembling necessary parts, and distributing the carts to homes throughout the Service Area. 9.2 The Contractor shall unload all delivery trailers, Any damage to the carts during any phase of the delivery, unloading, assembly, distribution, or exchanging shall be the responsibility of the Contractor to replace in kind. 9.3 Carts shall be assembled and placed at the resident's curb. 9.4 Each cart must include a plastic hanger bag that includes a pre-printed brochure describing the safe care and use of the carts for residents. 9.5 The Contractor will record the cart serial number for each and every address where the carts are delivered. The Contractor will keep an electronic file of the address assignments of carts by serial number and present it to the City in an acceptable electronic format upon request. Verification of a specific cart being associated to a specific address is required. 10. CART MAINTENANCE 5 of 6 EXHIBIT 6 (continued) 10.1 The Contractor must use invento ry trackin g software or other methods that enable the Contractor to maintain an adequate inventory of carts and spare parts at all times. Upon request, the Contractor shall promptly provide the City with up-to-date information concerning the Contractor's inventory. 10.2 Each cart action shall be tracked by the Contractor using the serial number on the cart or other methods that are mutually acceptable to the Parties. The time, date, and location of all cart deliveries, swap-outs (exchanges), repairs, and cart maintenance activities must be recorded and made available for the City's inspection. 10.3 The City may generate a service work order and submit it electronically to the Contractor for processing. Contractor must be able to receive and respond to work orders from the City electronically via e-mail. 10.4 Completions of work orders shall be documented using cart numbers (IDs), household address, date, and time work is completed. 10.5 The Contractor shall repair all carts at the residence. All carts in need of repair shall be equipped with new parts. 11. WARRANTY: Contractor must submit a document which clearly states the exact warranty of the Contractor. The warranty must be for no less than ten (10) full years and must specifically provide for no-charge replacement of any component parts which fail in materials or workmanship for a period often (10) years after installation, The warranty must be transferable to and enforceable by the City. The Contractor's warranty is understood to include, whether stated in Contractor's warranty or not,the following coverage: 11.1 Failure of the lid to prevent rain water from entering the cart when in the closed position. 11.2 Damage to the cart body, lid, or any component parts through opening or closing the lid. 11.3 Failure of the lower lift bar from damage during interface with lifters. 11.4 Failure of the body and lid to maintain their original shape. 11.5 Damage or cracking of the cart body through normal operating conditions. 11.6 Failure of the wheels to provide continuous, easy mobility, as originally designed. 11.7 Failure of any part to conform to the minimum standards as specified herein. 11.8 Warranty specimen of exact warranty offered must be provided to the Contract Administrator before the carts are ordered. 6 of 6 EXHIBIT 7 LIST OF BUS SHELTER LOCATIONS IN DELRAY BEACH SHELTER 4 LOCATED ON INTERSECTION COLLECTION DAY 1 Swinton Avenue Atlantic Avenue Monday 2 Congress Avenue Lake Ida(toad Tuesday 3 Lake Ida Road Con-ress Avenue Tuesday 4 NE I"Street NE 5`Avenue Monday 5 West Atlantic Avenue N W I"Avenue Tuesday 6 West Atlantic Avenue SW 2'd Avenue Tuesday 7 SW 12'h Avenue SW 4` Street Monday 8 SW 12th Avenue Auburn Drive Wednesday 9 West Atlantic Avenue Whatley Rd. Tuesday (Opp.Delray Square) 10 N. Swinton Avenue Lake Ida Road Monday 11 Lindell Boulevard Egret Circle Tuesday 12 SW I O` Street Congress Avenue Tuesday li* NWSth Avenue NW 2° St. (MLK Dr) Monday 14* SW 5th Avenue West Atlantic Avenue Tuesday 15 SE 5` Avenue(US 1) Atlantic Avenue Monday 16 SE 6t'Avenue (US1) SE I"Street Monday 17 SW I0" Street SW 11t "Terrace Wednesday 18 Swinton Avenue SE 10` Street Wednesday 19 West Atlantic Avenue SW 10` Avenue Tuesday 20 West Atlantic Avenue NW 8"Avenue Tuesda 21 SW IO` Avenue SW I O'h Avenue Wednesday 22 SE 5 Avenue SE I Oh Street Monda 23 Federal Hwy, (US 1) Banyan Tree Lane Monday 24 Federal Hwy. (US 1) Linton Blvd Tuesday 25* Congress Avenue Linton Blvd Tuesday 26 South Military Trial Delray West Plaza Ent. Wednesday 27 South Military Trail Bocaray Plaza Ent. Wednesday 28 Lowson Boulevard Pines of Delray Ent. Tuesday 29 West Atlantic Avenue Sherwood Forest Drive Tuesday 30 West Atlantic Avenue Sunset Pine Drive Tuesday 31 Barwick Road West Atlantic Avenue Tuesday 32 Congress Avenue Congress Park Ent. Tuesday 33 Congress Avenue PBC Health Department Tuesday 34* Congress Avenue SW 10 Street Tuesday 35 South Military Trail Wal-Mart Ent. Wednesday 36 Federal Hwy(US 1) Harbourside Drive Tuesday 37 Lindell Boulevard Audubon Boulevard Wednesday 38 Con ress Avenue 2085 South Congress Tuesday 39* Federal Hwy(USI) Lindell Boulevard Wednesday 40 North Swinton Avenue NE 5'h Street Monday 41 Auburn Avenue Auburn Drive Wednesday 42 SW 10"Avenue 1301 SW 10th Avenue Wednesday 43 SW 10` Avenue 1301 SW 10t Avenue Wednesday 44 SW 10t'Avenue Lindell Boulevard Tuesday 1 of 2 EXHIBIT 7 (continued) 45 SW 10th Avenue Linton Boulevard Tuesday 46 Lindell Boulevard Lake Delray Apartments Wednesday 47 Lindell Boulevard Dotterel Road Wednesday 48 South Swinton Avenue SW 4" Street 49 Military Tri Atlantic Ave Gramecy Square 50 West Atlantic Ave a Whatley Colony Palms Rd 51 Federal Hwy Mongrove Park Harbourside 52 Atlantic Ave Congress Square 53 NE I"Street @ NE 2° Ave (PGW) 54 Old Germantown Rd @ Spanish Well Dr 55 Old Germantown Rd @ SW 36" Ave 56 Old Germantown Rd @ Via Verona 57 SW 22" Ave @ Germantown SW 58 SW 22n Ave @ Germantown SE 59 Federal Hwy P.Ed Morse FDOT Variance 60 SW 29t St 2 SW 20t Terr 61 SW 10 Ave Side of 10` Street 62 Linton Blvd @ Linton Squares Oaks 63 SR-5 9 S Federal Hwy Transportation Lane 64 Lamat Ave @ SR-5 Federal Ave G Hwy 65 SR-5 @ S Federal Hwy Fladells Way 66 SR-5 S Federal Hwy Lindell Blvd 67 SR-5 S Federal tlwy Delray Plaza 68 SR-5 cr S Federal Hwy Tropic Blvd 69 25015 Federal Hwy Formerly Ralph Buick 70 2605 W Atlantic Ave @ NW Atlantic High School 24t'Ave (Easement) 71 2605 W Atlantic Ave @ NW Golf Course 24"'Ave 2 of 2 EXHIBIT 8 LIST OF BIG BELLY SOLAR LOCATIONS The City estimates that two (2)40 gallon trash receptacles will be installed by the City at each location where a Big Belly Solar Compactor is located. e>rtarzola inventory Jun 24,2014 06:38:03 AM Number !StatronEWastoStreim Cuatomer Itfeseription �SPatus �Lnfitudo ,175890 no 'Trash Delray Beach City of South Goncesslon Stand(Miller) n Sery icej26.4 3 476 7 81 52 62 9 w —. - -- ------ j i 15892-- no i'Trash Delray B ac h City off;oat of eoncessipn{setter complex) n Servicej26.4&91018897878 _ _ - 177668 no 1TrasYf Delray Beech City oP,Flortfi of Vag pole(Veterans) fn Servicx>2F 4674 94 578 1 4 31 177a7? no Trash Delray Beach Lit of next to br avihon Orchard !in Servl e 26 4371658110454 1177673 no [Trash Delray Reach rity of PNyGround entrance(Veterans) In Sennce'26,46276714'18078 _.,., - - - T - 370774 no !Trash Delray Beach City 06340 S.Ocean Rvd-Shower In Service 6,4550783919316 ;370775 no ITrash Dalray Baanh biy f1Yagurt Shop In Servlcz 26.461 5912216577 1 12401237 no Trash Delray Beach Ca of•Front a4 gloason hathroorns lln Service[264615566198333 12401239 1 no Trash De?ray Beach City of i=.sitle of bathrooms In 5arvicei25 45855343656E _ r '2401244 nc !Trash Delray Beach City of N of bathroom(ADP' In Sorvicer26 4422167351453 T Trash Dol ay Beac}a City of west of building{sp lash park) In ServiceE28 4519882133433 __......_...._...__._ 'T ...,.___...-__�_. w...i.ln S.,rVI ._..__.- ._..__.,.. 240124 no T 2401247 no rash Defray Beach G of no thside of par (orchard' 'In Serviee,26.4377599375762 _ ity- (orchard) _.. 2401249 no ;Trash IDalray Beach C rty ofwe v stof Pla ground(lakevie In Service 26.4 1770720D18&34 i._._.._..... ..c..........._......._..______-._.._- .m_....,...__..---._..._._..._.-..,.___...... 2401255 no ITrash Delray Beach City ofifrort of bathrooms(orchard) jin Setvioei22s.4376550704002 ; 2401257 i no ITr-ash D©Ira Beach City of;North Pavilion s lash =in Sorvics,26.452232W74208_ y—--- ..--)N a roved ancY nr In Service 26 4548838833408 .?401258 no ,Trash Delray Beach City of Nex to p yg ( ) 124 1259 ITrash Delray Bench City of LEbrary southside lin Se vice 25461096801}347 j -. - .. -'- !2401269 1 no 'Trash ;Delray Beach City of SW corner park toss} _._. __._._... . n 5e vier'26_4623 5 983 21 80 3 '2401262 1 no Tash 1 Del ayBeanhCftyo�aLofconces-jan(curne) In Se vlce'284510244343853 reAto 12401264 1 no ITrash _._ Delray Beach City ofxForont of Fen ay fie aool(orcha d) 1240 12 lhf SSenncaa1,26.4365811313 6-44149 1 4 4?6 281 7 8 ., 66 no Trash Beach Ci ty afieast on board walk(ADP) ;2401266 no Trash Delray Beach City ofjperml brli{d�ng{cityhall) !ki Senn ca 25.4 10773028838 ... ...____- __.__,..._.._.,__.._.._._......._..,._._. Llin s..._ 12401267 Trash Defray Beach City efsNorthwest odum Field(Pompey Park) In Service;26.4660620371 C082 -.-,._-. _ _,. 2401258 no 'Delray Beach City of'FfE-9,Pola(boy scout} In Se vpa6.4697177452336 _,--_-- -..._.._ -._ ,_oI _ ___ -.__-1___- _- 2401259 no .Trash Delray Beach City of South pavrlion(splesh f to Service 26.4n14302977124 - ;Trash '__._ - _._ 0 _ i2401T76 ..t nn !Defray Beach City of,,==north of bathrooms(splasit) ;')n Service 26.4619610091327 2401271 l no 'Trash iDeiray{Beach City of north of Pavilion(barwick) sln Servioe'2647404bS602966 c._....___ _Deis Beach Cfy J g(..._.,.....,,.,._.._..__.._,--_ '2401272 no lTYash y [ of Froht of Bulldln pompey) LIn ServieP.26:4657065263934w- '2401273 ! naTrash _�Dalray Beach City of'South of pavllian(eagle) jIn Service:26A606954956399 12401274 no 'Trash Delray Beach City oflwest first payilion(lakeview} _ 11n Ser✓ce,26.47676949a83B2 12401275 no ITrash Delray Beactl City of;next to pavillon(pinegrove) !in Service126,4457455728464 2421276 no Trash !Delray Beach City of nex le parking lot(Bexley) In S: v-e 26,47810 4667221- ----- - � F2401277 l� no ;Trash yDelray Beach City afialong fer:ce line Soceer complex in ServiceJ28468818615243 ,2401278 no ,Trash ;Delray Beach City oflSouth of bathcoor (ass) in Service,26.461 8564321 04 _ 2404279- no ;Trash Delray Beach City ofi Boiwean paviloons(be�ey) ;In Servicz 26 4762167078605 12401280 no 'Trash Delray Beach City of Concession stand(hilltop) - =1n Se vice[26.4878919565826 ;2404281 I no Trash Defray Beach City off, park entrance :In Sernco 26 45331893129$ _...__ . . Centre_ i- 2401282 1 no !Trash Defray Beach City of ri orh of playground(eagle) In 5e vlce,26.461319B115206 L2404283 no Trash Defray Beach City of[nextto basketball court{pompay} in Sernce,26,46627799©7981 —. u ... w _...----- --- _ _ T. ;240'.285 no Trash ,Defray Hoach City aflsouthside of park-Currie - On Service128A498569426159 '+2401286 ne -iTras_h iDairay Beach City of'between pool&tennis court{pompey) � Ein Service,26.4669070785842 Trashmm---Delra Se oh C[t oflwest of avilion loon VVeekes lirl Seance 26,4299786894253 X2401287 � no �.__-_....y_.i-.._.__ p �,- _..,_} .. 2401288_ i no ';Trash i0olr2y!Reach Cty of Nextte bathroom{knawtasJ^^m jin Service 26.4467435362514 124012_89 no ITrash Delray Beach City af)N.batting cages(milfer) _ `in Service 2643575013_17459_ 2401290 �. no !Trash Delray Beach City 0 east between fields�ia main concession(milfe)In Se vim-26 4348758945035 2401291 r------ n o !Trash !Delray Beach City of South of piayground(boy scout) in 5o€vice;26.4&96361100754 2401292 f _-.... _._.._..._.. -- _ _ n❑ Trash Delray Beach City of! side of field(hilltop) In Servicai26.4 57 6 8551 01 64 3 -- - 240l293 i no ITrash ,Delray Beach City ofI5 side of field(hilltop) fln Se vice-264869629097806 - . -- -- �2401296 no ITrash Delray Beach City ofjSouth of Miracle field bath rooms In Srviaei26 4399103830294 -_._.. --- -r °- - !24D1297 r no aTrash !Defray Beach City of badeof lbulldirig,NW correr(pompay) f (In Sevice{26;465999462283 ;2421299 !Trash Delray Beach Gity of eastside b dock(mangrave) in Service'26.4444678469943 _ no Trash -__ _ 240130 J Delray Beach City of Front of Teddy's field{pompey} to Service l26.466297 1 99 6363 _.__ ,Irr8enn 26.47734080©11008 r Delray Beach C�of N paviiian#3(lakeview} 2401302 _ ';Tr as iry _.._ Dekra Beach G _- ,2421301.^.^no I-ras _ -- tamer of park(oss) xln Servire'2f_d626767r�63914 no 'Trash,- ..._°,_�----- -City of N!= .. - - ----- - 9f3 1 of 3 EXHIBIT 8 (continued) i 6!2412014 12401330 3 no_ Trash Delra Bead City oflNorth of main concession(miller} ;In Servicei26.4 3 5 21 69438 871 I. _ _,_...,,�.,.�� -2401921 no Trash D atray Beach City of;front of bathrooms(Barwick) lilt Service 26.47412279818044E ` `2401922 j no ;Trash _ }Delray Beach City of N.E parking Iet(Merntt) ;ln Service126.45612500152.5 ',2401924 ! no :Trash Delray Beach City oflrextto bathrooms(Anchor par'{t) in Servi*26.45499340066287; 1- __ -------' __._-'-- .2401925 no Trash !Delray Beach City off noRh seawall(Veterans) In Servrca-26.4629355484115 -2401929 e no ITrash kDelray Beach City of�eastside(merntt) In Servlce126.455295945593o9E r --. ..... 1_ ----- - 12401930 y ,no Trash Delray Beach Clty of west parking lot NE 3rd IIn Service126 46831378057234;_ 2401931 no Trash - IDelray Beach City oft westside(rrerritt) t1n Service x26,5522210287949 _._._ ... 2401933 f n Trash Delray Beach CityofaBeardwaik(ADp) -In Servinot264415154 638342 2401936 i no Trash lf)elray Beach City of pioneer park by bus stop -in Servioet26 44735345935721E 2401937 nc Trash 1l Delray Beach City of}South pavdlon(Miller Park) IIn Sernce'26.434285060084�4E ,2401938 no !Trash IDelray Beach City of�Worlhing park West 'in Service126461533245786867 2401939_ no i7rash Delray Beach City ofSerglo field S E(Miller) IIn Service 26 4324020553&4285 r-_—.__-. Ih2401940 j no ;Trash !Delray Beach City of N.parking_lot court_ ard(city hall) -In Servlce126.4e497840520066 240'[943 1 ;Trash )j Delray Beach City of (splash pant) ?�"ln"5erv'-ic"e'j2fi.452247_.9.._85_5_6_32 X11 _.._ 2401944 ; no ITrash _.Delray Beach City oflworthing park east in Service 26.461 0083831 1 293 ...r._.,._.._ _.._. � 2401945 i no ITrash ',Delray Beach City of carver park _ An Sernce 26,45633079462828 ;2401946 1 no_ Delray Beach City ofiSE corner of park(OSS) iin Servicel26,4623646345537 j _ 'Trash ! 2401947 no Trash IDelreyBeach City ofCRAparking lot-behind dunkin =1n Servlce26.4_62_627324_055S6E ..._ 9401950 no !Trash pelray$each City of N End male pavilion !in Sernce 26 46152443470773 i2 104 851 no Trash �Qalray Beach Clty of�Lady atlantic{veterans) �ln Service 26 4614G25 -24p'E952 no LTrash �Dzlray Beaah City aflN manna on seawall in Service'26 45972406471287: 1240i9�3 no 17 rash ❑efray Beach Crty of nerd koplaygraund Knowles park InServlaet26 44647696206676E - 2401954 no Trash ❑elray Beach City of Libby park sauthside In Service. 2401955 no Trash Delray Beach City of-south baseball faVd(merritt) Ito Service 26.45442og5399531< 2401956 - no Trash Qelray Beach City onn�N gateway park_ fYn Servicel26 0.6173848410063E !2401958 no Trash elray Heach City ofiseuthside of park next to stairs{Hs wict) Jr Service-26.47311854237296 !2401960 no ITrash IDelray Beach City of adult center(veterans) _ InService,26-4629355464115 124D1961 1 no Trash _iDelray_Beach City of!Plurros_a park "In Servlce:26.4831 20560499 12, 2401962 no ITrash ?Delray Beach City of front of bathroom(OSS) _ In Service 26.46266718367059 240196fi no .Trash Delray Beach City of next to playground(Mae Voien) ;In Serviae,26.47457718736384, ;2401967 no 'Trash -Delray Beach City oflyNarth Parking lot(Anchor) - iIn Service!26A5499916388327E _ _ --..a•.-..-..-____... "i2401969 ` no `Trash !Delray Beach City of North parking lot{ADP} - 1111 semoe26.44196936938245< 2401970 ! no Trash Delray Beach City of!Libby Park NW comer ,In S_ervice126.461 436991 27 048E 2401972 i no Trash -Delray Beach City offO.S.S front of museum in Servica126.46206688702734F 12_401974 !__ no ;Trash Delray Beach City aflfiefd S,east of playground(miller) _ ;In Service€26.433852740297405 ;2401915 no `Trash Defray Beach City of south parking lot(AQP} - In Serv}ce26 A416859'7882659E ....-_ ...,._. .. _. .. . �. _ ;2-401977 _; no 'Trash EDeiray Beach Glty of South Parking I_ot(Anchor) _ Yn Service 26,_45478304305788 x2401979 ne -.Trash ,Delray Beach City oflrosemont park In Servlcel26 45247842167283E -- _ ... _ .,,__ , 2401980 no Trash IDelray Beach City of.concession stand(pompey) _ IIn Service l26 46616194655866! ,2401982 no ITrash Delray Beach City outhside of pavilion(Barwick) -. IIn Service 26,47392111 893520 ;24_01983 no -Trash ,Delray Brach City of-Bankers Row Park In Setvicej26 46535479340431 ..- ....,. ..._.._. - --_-T ........_ _....., -- - -... i;2401964 no iTrash !Qel ray BeachCftyofl'sunshmePark �n Service!26457893603491B 2401985 'no­1...._.__ _-__ -...__ �.......__._ !126. 'i, no 7 rash !Delray Beach City ofi;south of flag poVe(veterans) _ iI�Servicz26.46226801 9 9 0 5 58; '2401986 no Trash .Defray Beach Clty of,l3th stroat playground IIn Service;.26.47806027637147 12401987 no ;Trash jDelray Heach City of;south end corner main pavilion In Servicai26.45133562147914 ',2401988 no !Trash !Delray Beach City of'S.m_arina on sidewalk In Ser_vice126.4582352852_2983 ? „ X2401989 ono � Delray_Beach Glty of"Sergio field SW(miller) T� ;In Serveel26,43254136035715 `2401990 ! no Trash--Delray Beach City of�S.fnahna on sidewalk �- iln Service,26.458513832H .38E- 441994 ? no ';Trash 'Delray Beach City cffLLEa8t parking Lot-N E 3rd_& IIn"ServiceT25.46819348728147 12401995 no Trash !lQeiray Beach City&f gateway park `Yn 5ervicej26.46 1 472391 7 31 66E !2402001 no Trash Delray Reach Clty oilwes parking lot If em Id 2{Pompey} !__ . In Sernce126 465°5624228060° -- i 24020D3 - no 'Trash IDelray Beach City oflbathroom(lakevlew) IIn Service 26 47681662462754 .. _..� r. _ ... .._. !2402005 no !ITrash Dal ray Beach Clty of:middle parking lot(pompey park) IIn Service-2646621556205157 1- .,...... - .-..__..,._ -� 2402006 no -Trash IDelray Beach Clty efiwosf of park next to pavilion(beAey) 13n Service126 47833194888360 2402007 no Trash !Delray Beach City of10 S.S front of cre_sttheater ill Servlcel264629160061521 ,2402008 no Trash iDelray Beach City oPSWcorner(library) HE Servlce?-26.461Q9883726440F 2Y3 2 of 3 EXHIBIT 8 (continued) &'2412014 2402009A no Trash Delray Heath City of;NE oorner of bldg(Teen centzr) ifn Service26.45347251921412 __ — ______ . ..w ;2.402010 no ;Trash Defray Beach City of;community tenter(front of building) In Se vlcz�26 45298717521531E 24024S0 no ':Trash Delray Beach City of north side of library ) ry _ iln Service 26 4203313963E 2402011 no Trash Delray Beach City f bathroom mangrove In Se vice 26. . 4&151284516066 I� 24G 461 no jTrash !Delray Beach Cify or west of building(pompey) to Service X26,46573073351455 - — 2402472 no Trash Delray Beach City of1main panhon with recycle Service 461324174D94fi0i - — _ ---- 88i001666 ^no Trash Delra Beach Cit of In Service 26 4614625 ....... .... .._,..._ . _.- - y..�_.. ....y__ L .._ .- .... i l I I I I i 3>3 3 of 3 i EXHIBIT 9 LIST OF CITY PROPERTIES RECEIVING COLLECTION SERVICE The following table identifies: (a) the naive of each City facility that will receive Collection Service; (b) the type of service required (e.g., Garbage Collection or Recycling Service); (c) the size of the required Collection Container; and (d) the frequency of service required. Facibty Number of Size Frequency Comments Diim stern (Number of Pulls) Park&Recreation Roll-Off 30 yards 1 time per week Public Works 1-Garbage 8 yards 2 time per week 1-Recycle Public Works Roll-Off 20 yards I time per week Coen ound Environmental 4-95 Gallon No Garbage Garbage goes to Services Department Recycle Carts Public Works City Hall 2 8 2 tinges per week City Attorney 1 3 1 time per week *Fire Department 501 W Atlantic Ave 1 4 2 times per week 35 N Andrews 1 95 gallon 2 tinges per week 651 W Atlantic Ave 5 95 gallon 2 times per week 4000 Old Germantown 4 95 gallon 2 tines per week Road 4321 Lake Ida Road 1 95 gallon 2 times per week Library 2 95 gallon Miller Park 1 6 1 times per week Pompey Park 2 6 2 time per week Pompey Park Pool 1 4 1 time per week Seacrest Pool Aquatics 1 4 I time per week Lavers Swim &Tennis Lavers Swim &Tennis Pool Depot Road 1 20 yards open top For tires- Empty when full 1 of 1 EXHIBIT 10 LIST OF CITY'S PUBLIC DROP-OFF FACILITIES FOR RECYCLABLE MATERIALS Delray Beach City Hall 100 NW 1 st Avenue _.............__..._.__... .. City Parking Lot South Federal Highway between Atlantic € Avenue and SE 15f Street FEC Railroad Tracks W W._ ..E NE 4th Avenue east of FEC Tracks..... E , City Property at Old Train Depot Depot Avenue east of CSX Tracks a IofI i EXHIBIT 11 LIST OF TRASH RECEPTACLES ON ATLANTIC AVENUE THE BEACH, AND PINEAPPLE GROVE Amount BEACH The trash receptacles at the Beach are located west of the beach dune, next to the sidewalk that is adjacent to Highway A1A. S Ocean Blvd and Del Harbor Dr 1 S Ocean Blvd and Casuarina Rd 1 S Ocean Blvd and Anchor Park 1 320 S Ocean Blvd 1 S Ocean Blvd and Bay St 1 S Ocean Blvd and Nassau St 1 S Ocean Blvd and Ocean Terrace 1 S Ocean Blvd and Ingraham Ave 1 S Ocean Blvd and Sandoway Park 1 120 S Ocean Blvd 1 S Ocean Blvd and Miramar Dr 1 88 S Ocean Blvd 1 S Ocean Blvd and Sand Bar 1 40 S Ocean Blvd 1 10 N Ocean Blvd 2 120 N Ocean Blvd 2 126 N Ocean Blvd 1 N Ocean Blvd and Thomas St 1 200 N Ocean.Blvd 1 222 N Ocean Blvd 1 302 N Ocean Blvd 1 N Ocean Blvd and Laing St 1 334 N Ocean Blvd 1 N Ocean Blvd and Seaspray Ave 1 N Ocean Blvd and Beach Dr 1 406 N Ocean Blvd 1 502 N Ocean Blvd 1 513 N Ocean Blvd 1 610 N Ocean Blvd 1 1 of 2 EXHIBIT 11 (continued) NORTH SIDE OF ATLANTIC AVENUE: E Atlantic Ave (Marriott) 3 E Atlantic Ave and Andrews Ave 1 1155 E Atlantic Ave 1 1111 E Atlantic Ave (Residence Inn Marriott) 1 E Atlantic Ave and Venetian Dr 1 50 East Rd (Barr Terrace) 2 E Atlantic Ave and NE 7th Ave 1 533 E Atlantic Ave 1 501 E Atlantic Ave 1 445 E Atlantic Ave 1 425 E Atlantic Ave 1 401 E Atlantic Ave 1 331 E Atlantic Ave 1 301 E Atlantic Ave 1 217 E Atlantic Ave 1 137 E Atlantic Ave 1 109 E Atlantic Ave 1 j E Atlantic Ave and NE 1st Ave 1 E Atlantic Ave and N Swinton Ave 1 37 W Atlantic Ave (Dunkin Donuts) 1 201 W Atlantic Ave 1 W Atlantic Ave NW 3rd Ave 1 301 W Atlantic Ave (Tony's Market) 1 301 W Atlantic Ave (SPY Store) 1 301 W Atlantic Ave (Mens Room) 1 401 W Atlantic Ave (Ziree) 1 401 W Atlantic Ave (Aloha Cleaners) 1 401 W Atlantic Ave (Mammas Pizza) 1 W Atlantic Ave NW 5th Ave 1 501 W Atlantic Ave (Fire Headquarters) 2 601 W Atlantic Ave 1 619 W Atlantic Ave 1 W Atlantic Ave and NW 7th Ave 1 725 W Atlantic Ave (BP Station) 1 W Atlantic Ave and NW 8th Ave 1 W Atlantic Ave (bus stop) 1 945 W Atlantic Ave 1 W Atlantic Ave and NW 10th Ave 1 1135 W Atlantic Ave 1 SOUTH SIDE OF ATLANTIC AVE: W Atlantic Ave and SW 12th Ave 1 2 of 4 EXHIBIT 11 (continued) W Atlantic Ave and SW 10th Ave 2 W Atlantic Ave (bus stop) 1 W Atlantic Ave and SW 8th Ave 2 702 W Atlantic Ave 1 W Atlantic Ave and SW 7th Ave 1 606 W Atlantic Ave (Shuler Memorial) 1 W Atlantic Ave and SW 6th Ave 1 540 W Atlantic Ave 1 W Atlantic Ave (Vintage Tap) 1 W Atlantic Ave and SW 5th Ave 1 450 W Atlantic Ave (Checkers) 1 400 W Atlantic Ave 1 W Atlantic Ave and SW 4th Ave 1 300 W Atlantic Ave (Police Dept) 2 W Atlantic Ave and SW 3rd Ave 1 W Atlantic Ave (South County Courthouse) 1 W Atlantic Ave and SW 2nd Ave 1 104 W Atlantic Ave (Delray Library) 1 102 W Atlantic Ave 1 52 W Atlantic Ave 1 2 E Atlantic Ave 1 44 E Atlantic Ave 1 110 E Atlantic Ave 1 E Atlantic Ave (Park Tavern) 1 E Atlantic Ave and SE 2nd Ave 1 204 E Atlantic Ave 1 250 E Atlantic Ave (It's Sugar) 1 290 E Atlantic Ave 1 E Atlantic Ave and SE 3rd Ave 1 302 E Atlantic Ave (Suntrust) 1 330 E Atlantic Ave (Green Owl) 1 400 E Atlantic Ave 1 404 E Atlantic Ave 1 422 E Atlantic Ave 1 428 E Atlantic Ave 1 502 E Atlantic Ave 1 600 E Atlantic Ave (Blue Gallery) 1 640 E Atlantic Ave 1 804 E Atlantic Ave (Blue Anchor) 1 900 E Atlantic Ave (Tauriello) 1 900 E Atlantic Ave (Dr Fine) 1 900 E Atlantic Ave (Joseph John Salon) 1 900 F Atlantic Ave (Remax) 1 3 of 4 I EXHIBIT l 1 (continued) 900 E Atlantic Ave (Private jewelers) 1 900 E Atlantic Ave (bang Realty) 1 1136 E Atlantic Ave 1 1218 E Atlantic Ave (Mimis) 1 E Atlantic Ave and Salina Ave 1 E Atlantic Ave and S Ocean Blvd 1 273 NE 2nd Ave (Mystery Bookstore) 1 200 NE 2nd Ave (Nourishe) 1 200 NE 2nd Ave (City Walk) 1 200 NE 2nd Ave (David Zappitell) 1 200 NE 2nd Ave (Rustic Rooster) 1 233 NE 2nd Ave (United State of Fitness) 1 189 NE 2nd Ave (Trattoria Italia) 1 186 NE 2nd Ave 1 NE 2nd Ave (Art Garage) 4 NE 1st Ave (Chamber of Commerce) 2 23 NE 2nd Ave (House of Siam) 1 NE 2nd Ave (Love Shack) 1 55 SE 2nd Ave 1. 101 SW 5th Ave 1 75 SW 5th Ave 1 37 SW 5th Ave 1 26 SW 5th Ave 1 60 NW 5th Ave 1 105 NE 5th Ave 1 182 NW 5th Ave 1 139 NW Sth Ave 1 Rogue Cans: Military Trl and NW 5th St 1 Military Trl and Lake Ida Rd 1 4675 Linton Blvd 1 Homewood Blvd and Black Olive Rd 1 SW 11th Terrace and SW 10th St 1 SE 3rd Ave and SE 4th St 1 SE 3rd Ave and SE 10th St 1 NW 2nd St and NW 10th Ave 1 378 NE 5th Ave 1 900 block NW 2nd St 1 Total 162 6/5/2014 4 of 4 EXHIBIT 12 SAMPLE CALCULATIONS FOR CP1 ADJUSTMENTS The following calculations use hypothetical values to demonstrate how the CPI adjustment should be i determined. Year 1 Current monthly Rate per Dwelling Unit: $10.00 Percentage change in CP1 for previous 12 month period: 1.7% Calculation: $10.00 x ,017 = $0.17 New monthly Rate per Dwelling Unit: $1.0.00 + $0.17 = $10.17 Year 2 Current monthly Rate per Dwelling Unit: $10.27 Percentage change in CPI for previous 12 month period: 2.5% Calculation: $10.17x .025 = $0.254 New Rate per Dwelling Unit: $10.17 + $0.254 $10.424 Year 3 I Current monthly Rate per Dwelling Unit: $10.42 i. Percentage change in CPI for previous 12 month period: 8.0%* Calculation: $10.42 x 0.04* = $0.41 New monthly Rate per Dwelling Unit: $10.42 + $0.41 =$10.83 * Note: Pursuant to Section 38.3 of the Agreement, a single CPT adjustment to the Rate shall not exceed four percent(4%) in any year, Accordingly,the CP1 adjustment in Year 3 shall be limited to four percent (4%) �I 1 of 1 ADDENDUM NO. 1 to CONTRACT DOCUMENT REQUEST FOR PROPOSAL COLLECTION OF SOLID WASTE AND RECYCLABLE MATERIALS BID No. 2014-38 October 07, 2014 TO ALL BIDDERS AND OTHERS CONCERNED Contractors submitting proposals for the above-referenced project shall take note of the following changes, additions, deletions clarifications, etc., to the Plans and Specifications which in accordance with the Contract Documents shall become a part of and have precedence over anything shown or described otherwise. Note: Question regarding this RFP has been changed from 2:00 P.M. on Friday, October 31, 2014 The new date questions must be delivered in writing via fax (561) 243-7166 or email nadaIgM d�ybeach.com 2:00 P.M. on Wednesday October 22, 2014. Any questions received after that time will not be addressed NOTE: Bidders must acknowledge Receipt of this Addendum Write the words "Addendum No. 1" on the exterior of the envelope in which the bids are submitted. PLEASE ACKNOWLEDGE RECEIPT OF ADDENDUM NO. 1 BY SIGNING BELOW AND FAXING BACK TO (561) 243-7166 OR VIA EMAIL nadalgmydelraybeach.com AS SOON AS POSSIBLE. Planholder By Date Page 1 of 1 BID 2014-38 Addendum No.l Collection of Solid Waste and Recyclable Materials October 07,2014 ADDENDUM NO. 2 to REQUEST FOR PROPOSAL(RFP) COLLECTION OF SOLID WASTE AND RECYCLABLE MATERIALS BID No. 2014-38 October 09,2014 TO ALL BIDDERS AND OTHERS CONCERNED Bidders submitting proposals for the above-referenced Bid shall take note of the following changes, additions, deletions, clarifications, etc.,to the Bid which in accordance with terms of the RFP shall become a part of and have precedence over anything shown or described otherwise. PROTEST BOND: Any bidder, proposer, or responder filing a protest pursuant to Section 36.04 of the Delray Beach Code of Ordinances shall simultaneously provide a Protest Bond to the City in the amount of twenty-five thousand dollars ($25,000.) Pursuant to Section 36.04(3)(C) of the Delray Beach Code of Ordinances, if the protest is decided in the protester's favor the entire protest bond is returned. If the protest is not decided in the protester's favor the protest shall be forfeited to the City. The protest bond shall be in the form of a cashier's check. The Protest shall be addressed to: City of Delray Beach Purchasing Manager 100 NW 1"Ave Delray Beach, FL 33444 NOTE: Bidders must acknowledge Receipt of this Addendum Write the words"Addendum No. 2" on the exterior of the envelope in which the bids are submitted. PLEASE ACKNOWLEDGE RECEIPT OF ADDENDUM NO. 2 BY SIGNING BELOW AND FAXING BACK TO (561) 243- 7166 OR VIA EMAIL nadal @mvdelraybeach.com AS SOON AS POSSIBLE. Planholder By Date BID 2014-38 Addendum No.2 Collection of Solid Waste and Recyclable Materials October 09,2014 ADDENDUM No. 3 City of Delray Beach REQUEST FOR PROPOSALS (RFP) COLLECTION OF SOLID WASTE AND RECYCLABLE MATERIALS RFP No. 2014-38 October 30, 2014 TO ALL PROPOSERS AND OTHERS CONCERNED Anyone submitting a proposal for the above-referenced RFP shall take note of the following changes, additions, deletions, clarifications, etc., to the RFP which, in accordance with terms of the RFP, shall become a part of and have precedence over anything shown or described otherwise. 1. RFP Specifications, Page 19, Section 2.2, Subsection E, Item (2) - DELETION Delete item 2.2,E(2) (2) the Collection of Garbage at Curbside must be performed with Garbage Carts and automated or semi-automated equipment; 2. Exclusive Franchise Agreement, Page 55, Section 36.8, ADDITION, INSERT AT THE END OF THE FIRST PARAGRAPH TO SECTION 36.8 If the City requests the Contractor to provide Collection Service for more than Addendum 43 six (6) Community Events, the City and the Contractor shall negotiate mutually Add-in acceptable Rates before the Community Event occurs. The Rates for using Mechanical Containers shall not exceed the Rates charged to Commercial Customers. 3. Exclusive Franchise Agreement, Page 79, Section 52.3, AMENDED Contractor shall maintain Pollution Liability at a minimum limit not less than $2,000,000 Each Occurrence/ $2,000,000 Aggregate including sudden and non-sudden events. 4. Exclusive Franchise Agreement, Page 79, Section 52.1 DELETION The insurance coverage requirement for $5,000 Medical Expense coverage is deleted. 5. RFP Specifications, Page 60, the Third Page of Form 21 is replaced with the revised third page of Form 21 that is attached to this Addendum. 6. RFP Specifications, Second Paragraph, Page 2. The time and location for the proposal opening on November 7, 2014 has been changed to 10:30 A.M. in the Training Room located at the Environmental Services Department, 434 South Swinton Avenue, Delray Beach, Florida. BID 2014-38 Addendum No.3 Collection of Solid Waste and Recyclable Materials October 23,2014 7. Exclusive Franchise Agreement, page 62, Section 39.9, the second sentence is AMENDED to state: Except for these replacement carts, the Contractor may charge a reasonable fee to a Customer that wishes to purchase a Garbage Cart." NOTE: Bidders must acknowledge Receipt of this Addendum Write the words "Addendum No. 3" on the exterior of the envelope in which the proposals are submitted. PLEASE ACKNOWLEDGE RECEIPT OF ADDENDUM NO. 3 BY SIGNING BELOW AND FAXING BACK TO (561) 243-7166 OR VIA EMAIL nadal @mydelraybeach.com AS SOON AS POSSIBLE. Planholder By Date BID 2014-38 Addendum No.3 Collection of Solid Waste and Recyclable Materials October 23,2014 Form 21 (Replacement page) Proposed Rates for City Collection Services (Continued) Rate for Clamshell Truck and Driver, five (5) days per week. $ per month Rate for Collection of Recyclable Materials in a 40 gallon Recycling Container(2 times each week) at a location in the areas identified in Exhibits 7, 8, and 11 of the Agreement. $ per month Rate for Collection of trash in 40 gallon receptacle (2 times each week) at a Bus Shelter, Park, or other location in the areas identified in Exhibits 7 or 8 of the agreement. $ per month Rate for Collection of trash in a 40 gallon receptacle(6 times each week) at a location identified in Exhibit 11 of the Agreement. $ per month BID 2014-38 Addendum No.3 Collection of Solid Waste and Recyclable Materials October 23,2014 SELECTION COMMITTEE MEETING Minutes RFP No. 2014-38 COLLECTION OF SOLID WASTE AND RECYCLABLE MATERIALS Tuesday, November 25th, 2014 at 3:00 P.M. to 4:00 P.M. CITY HALL—COMMISSION CHAMBERS 100 NW 1ST AVENUE, DELRAY BEACH, FL 33444 Committee Members Present Ms. Francine Ramaglia, Chair, City of Delray Beach Ms. Suzanne Davis, City of Delray Beach Mr. Randal Krejcarek, City of Delray Beach Mr. John Morgan, City of Delray Beach 1. Call to order and introductions Francine Ramaglia called the meeting to order at 3:00 pm for RFP 2014-38, Collection of Solid Waste and Recyclable Materials. Each committee member provided an introduction. 2. Selection Committee Orientation Ms. Ramaglia stated the RFP 2014-38, Collection of Solid Waste and Recyclable Materials was published on October 6, 2014 with a due date of November 7, 2014. Five proposals were received from the following firms: 1. Advanced Disposal Services Solid Waste Southeast, Inc. 2. Republic Services of Palm Beach 3. Southern Waste Systems 4. Waste Management Inc. of Florida 5. Waste Pro of Florida Inc. Ms. Ramaglia indicated Mr. Terry Stewart appointed the selection committee. Ms. Ramaglia stated the following regarding the Cone of Silence: The Cone of Silence for this RFP has been in effect since November 7, 2014. The Cone of Silence prohibits any communication between any firm or the firms representative, except for written correspondence directed to the purchasing manager, regarding this request for proposal and any member the City Commission, the City Commission's staff, any city employee authorized to act on behalf of the City to award the contract under this RFP or any member of the selection committee. 3. Selection Committee Instructions Ms. Ramaglia stated at the next meeting the Committee will determine if each proposer has been responsive. A proposal shall be considered responsive only if it conforms in all material respects to the request for proposal. A bid or proposal of a Responsive Bidder must be submitted on the required forms, which contain all required information, signatures, notarizations, insurance, bonding, security, and other mandated requirements required by the bid document to be submitted at time of bid opening. During your review please review Sections 1.11 and 1.13 of the RFP documents which describes the process for evaluation of the proposals by the Selection Committee and which allows the City to waive minor irregularities in any proposals. Ms. Ramaglia stated the RFP and submitted proposals were distributed to the Selection Committee members. The Committee set future meeting dates of: a. December 9, 2014— 10:00 a.m. b. December 18, 2014 — 10:00 a.m. 4. Adjournment With no other business for discussion, Ms. Ramaglia adjourned the meeting. SELECTION COMMITTEE MEETING Minutes RFP No. 2014-38 COLLECTION OF SOLID WASTE AND RECYCLABLE MATERIALS Tuesday, December 9, 2014 10:00 A.M. to 11:00 A.M. CITY HALL—COMMISSION CHAMBERS 100 NW 1ST AVENUE, DELRAY BEACH, FL 33444 Committee Members Present Ms. Francine Ramaglia, Chair, City of Delray Beach Ms. Suzanne Davis, City of Delray Beach Mr. Howard Ellingsworth Mr. Randal Krejcarek, City of Delray Beach Mr. John Morgan, City of Delray Beach 1. Call to order and introductions Francine Ramaglia called the meeting to order at 10:00 am for RFP 2014-38, Collection of Solid Waste and Recyclable Materials. Each committee member provided an introduction. 2. Selection Committee Ms. Ramaglia stated the following regarding the Cone of Silence: The Cone of Silence for this RFP has been in effect since November 7, 2014. The Cone of Silence prohibits any communication between any firm or the firms representative, except for written correspondence directed to the purchasing manager, regarding this request for proposal and any member the City Commission, the City Commission's staff, any city employee authorized to act on behalf of the City to award the contract under this RFP or any member of the selection committee. Ms. Ramaglia summarized the list of information provided to each committee member. The information was also sent to each proposer. They were requested to provide any additional information in response to Mr. Redman's report by Friday, December 12, 2014. Ms. Ramaglia stated as Mr. Redman's report indicated there were some minor irregularities in some of the proposals. The committee voted (5-0) to waive any minor irregularities. The selection committee then determined the responsiveness of each proposer as follows: Advanced Disposal Services Solid Waste Southeast, Inc. — Responsive (5-0) Republic Services of Palm Beach — Responsive (5-0) Southern Waste Systems — Responsive (5-0) Waste Management Inc. of Florida — Responsive (5-0) Waste Pro of Florida Inc. — Responsive (5-0) The Committee then discussed next steps in the process and decided to schedule presentations for December 18, 2014 beginning at 10:00 am. The first hour would be dedicated to questions and answers to staff and consultants. Presentations from the proposers would begin at 11:00 am. Each proposer would have a 15-20 minutes for a presentation and the remaining time would be available for questions and answers. The presentation order was determined by a random selection. The presentation order will be: Southern Waste Systems Republic Services of Palm Beach Waste Pro of Florida Inc Advanced Disposal Services Solid Waste Southeast, Inc Waste Management Inc. of Florida The Committee then discussed the reference form and requested some minor changes. 3. Adjournment With no other business for discussion, Ms. Ramaglia adjourned the meeting. SELECTION COMMITTEE MEETING Minutes RFP No. 2014-38 COLLECTION OF SOLID WASTE AND RECYCLABLE MATERIALS Thursday, December 18, 2014 10:00 A.M. to 5:00 P.M. CITY HALL—COMMISSION CHAMBERS 100 NW 1ST AVENUE, DELRAY BEACH, FL 33444 Committee Members Present Ms. Francine Ramaglia, Chair, City of Delray Beach Ms. Suzanne Davis, City of Delray Beach Mr. Howard Ellingsworth Mr. Randal Krejcarek, City of Delray Beach Mr. John Morgan, City of Delray Beach 1. Call to Order Francine Ramaglia called the meeting to order at 10:00 am for RFP 2014-38, Collection of Solid Waste and Recyclable Materials. 2. Approval of Minutes The committee unanimously approved the meeting minutes from November 25, 2014 and December 18, 2014 3. Questions and Answers for Staff The Committee asked questions of staff and consultants Mr. William Redman and Mr. David Dee. 4. Southern Waste Systems A presentation was given by Southern Waste Systems. Committee members asked questions of representatives of Southern Waste Systems. 5. Republic Services of Palm Beach A presentation was given by Republic Services of Palm Beach. Committee members asked questions of representatives of Republic Services of Palm Beach. 6. Waste Pro of Florida, Inc. A presentation was given by Waste Pro of Florida, Inc. Committee members asked questions of representatives of Waste Pro of Florida, Inc. 7. Advanced Disposal Services Solid Waste Southeast, Inc. A presentation was given by Advanced Disposal Services Solid Waste Southeast, Inc. Committee members asked questions of representatives of Waste Pro of Florida, Inc. 8. Waste Management of Florida, Inc. A presentation was given by Waste Management of Florida, Inc. Committee members asked questions of representatives of Waste Pro of Florida, Inc. 9. Selection Committee discussion The selection committee asked additional questions of Mr. Jack Warner, Mr. William Redman and Mr. David Dee. The selection committee then determined if each proposer was responsible. The committee unanimously determined all proposers were deemed responsible. 10. Selection Committee Ranking Mr. Noel Pfeffer reviewed the evaluation criteria from section 1.11 of the RFP documents. The committee completed their ranking. Ms. Holly Vath compiled the rankings and the final ranking was as follows: Rank Proposer 1 Waste Management Inc. of Florida 2 Southern Waste Systems 3 Advanced Disposal Services Solid Waste Southeast, Inc. 4 Waste Pro of Florida Inc. 5 Republic Services of Palm Beach 11. Adjournment December 4, 2014 Mr. Jack Warner Chief Financial Officer City of Delray Beach 100 NW 1 st Avenue Delray Beach, Florida 33444 Subject: Analysis of RFP No. 2014-38 submittals Dear Mr. Warner: Pursuant to our contract with the City of Delray Beach, Florida to provide professional consulting services during the solid waste collection RFP procedure, our firm has reviewed the five (5) submissions of the RFP42014-38 for residential and commercial solid waste collection services as per the summary below. Of the six (6) firms who attended the mandatory pre-proposal conference five (5) firms submitted qualified proposal packages and one (1) firm did not submit and chose not to participate in the process. RCG has fully analyzed all components of each submission and offers the following comments and conclusions: Progressive Waste Solutions: chose not to participate in the RFP process. Advanced Disposal Services Solid Waste Southeast, Inc. (ADS) • Complied with the specifications of the RFP requirements • Chapter three (3) page 11,The assigned General Manager for this contract seems to move every two years either by company or by location. The committee may want to obtain further clarification for long term stability of management. • Chapter three (3) page 14 indicates the use of temporary labor to provide the services to the City. The committee may wish to consider obtaining further clarification as to the stability with full time employees being constant on the routes especially within the residential neighborhoods. • The committee may wish to consider requesting from this company the ratio of employee turnover for the past two (2) years at a minimum. 7017 S.Atlantic Avenue• New Smyrna Beach, FL 32169•Off ice: 386-427-9339•Fax; 386-42T-4549 www.rcgusao nl in e.com • Chapter four(4) page 15-A- 15-M, Lee County states the number of commercial customers but ADS does not show the annual commercial cubic yards collected as required. • Chapter four(4) page 15-F, Orange County does not state any commercial customers or commercial cubic yards collected as required. If ADS does not provide any commercial waste collection in this contract it should state so. If ADS collects commercial solid waste in Orange County under a different contract or license it should be so stated.This needs to be clarified. • Chapter four(4) page 15-I, Seminole County does not state any commercial customer or commercial cubic yards collected as required. If ADS does not provide any commercial waste collection in this contract it should state so. If ADS collects commercial solid waste in Seminole County under a different contract or license it should be so stated. This needs to be clarified. • Chapter five(5) Implementation Plan is not very detailed. • The plan states ADS will continue with current routes, schedules and days for all collection processes. • The plan outlines the type and amount of equipment ADS will use to provide the required services. Residential solid waste collections will be accomplished with four(4) automated side loader(ASL)type collection vehicles and one semi- automated rear load (REL) . The REL has a cart flipper on the rear and has a helper on the back of the truck. Residential recycling collection will be accomplished with four(4) side load dual sort collection vehicles operated with one (1) driver/collector. Bulk and yard waste will be accomplished with two (2) clamshell/grapple type collection vehicles. • All ASL trucks, Calm Shell/grapple trucks and FEL trucks will be new. All other collection vehicles will be one (1) to seven (7) years old. • Need clarification if the proposed equipment will be dedicated to the City and will the supervisor be dedicated to the City at all times when collection services are being performed within the City. • There is no mention of spare or backup equipment and how long it would take for ADS to place another vehicle into services in case of primary equipment breakdown. • Chapter five(5) does not have any comments or plan addressing a transition plan for commercial front load drivers, plan for swap out of the one thousand one hundred thirty seven (1,137) front commercial containers which will require a staging area and a timeline to implement and finalize this task. This will be a big undertaking with a crew and coordinator to accomplish in a manner to minimize disruptions of service. • Chapter five(5) does state ADS will have four (4) commercial front load (FEL) drivers. • There is no mention of backup drivers or helpers. • There is no mention of any customer service representatives (CSR's) • There is no mention of advanced notification of both residential and commercial customers. No flyers, door hanger notifications, newspaper announcements, web site links etc. • There is no mention of complaint resolution 7017 S.Atlantic Avenue• New Smyrna Beach, FL 32169•Off ice: 386-427-9339•Fax; 386-42T-4549 www.rcgusaa ni in e.com • All equipment proposed to being placed into service uses standard gasoline or diesel. • Chapters seven (7) and eight (8) regarding financial stability and financial statement respectfully appears to be qualified as per the RFP requirement. We will defer to the City's CFO as to acceptability of these documents by the City. • Chapter nine (9) is in the form required by the RFP. • Chapter ten (10) is in the form required by the RFP. • Chapter eleven (11) appears to be in the form as required by the RFP, RCG will defer to the City's Risk Manager for final determination of the documents. • Chapter twelve(12) Litigation History has one minor statement and a sheet showing various actions and cases which are not very detailed whatsoever. Therefore, it is difficult to determine what the various cases are or have been and what the resolution was and in favor of whom. • Chapters thirteen (13), fourteen (14),fifteen (15), sixteen (16),seventeen (17), eighteen (18) and nineteen (19) are all in compliance with the requirements of the RFP. • Pricing sheets Chapters twenty(20), twenty one(21) and twenty two (22) are all in compliance with the requirements of the RFP. • No optional benefits listed. • The committee may wish to consider verifying the percentage of employee turnover. • Pricing analysis:ADS pricing as submitted in the RFP was ranked as third (3rd) for residential services, first(1st) or lowest for Commercial and fourth (4th)for cost of City services. Overall contract annual cost, ADS is ranked second (2nd). Republic Services of Florida, Limited Partnership d/b/a/Republic Services of Palm Beach (Republic) • Complied with the specifications of the RFP requirements • Chapter two (2) page 4 third paragraph makes a statement "we will be on-time , never miss a pickup and leave the area clean" is not a relevant statement due to the fact that later in the proposal you will find various fines levied for non- compliance of contract requirements. We will address this further in this report. The committee may wish to review this further. • Chapter two (2) page 10 has expanded language as it relates to Republic's safety program. • Chapter two (2) page 18-21 has an expanded list of references to contact. • Chapter three (3) Staffing identifies a local General Manager, District Manager/ Operations Manager, Fleet Manager and a Operations Supervisor. In the implementation plan in Chapter five (5) page 58 under the heading of employees Republic states "day to day operations, our personnel will consist of a District/Operations Manager, Municipal Services Manager, Office Manager and#Customer services Representatives".Two route supervisors and the committee may wish to verify if these Supervisors will be dedicated to the City while collections services are being performed within the City. • Republic does state in Chapter three (3) page 32 they will not be using any subcontractors for this agreement. The committee may want to clarify if this 7017 S.Atlantic Avenue• New Smyrna Beach, FL 32169•Off ice: 386-427-9339•Fax; 386-42T-4549 www.rcgusaa nl in e.com also means Republic will not use any temporary help or day laborers to service this contract. • Chapter four(4) complies with the requirements of the RFP and the information supplied is shown as required by the RFP both residentially and commercially. • Chapter five(5) states all collection vehicles will be new to provide the collection services to the City.The fuel component of the fleet to be used will be standard gasoline of diesel. • Proposed equipment is four (4) Currotto Can ASLs, three (3) Python ASLs, three (3) RELs, , three (3) Clam Shell/grapple three (3) recycle trucks, four(4) FEL. one (1) FEL recycle collection truck. It appears Republic may be using the same trucks for collecting other commodities on different days. Therefore,the total list of equipment should be verified by Republic to the committee in order to make sure the City has an accurate count. Noted; the list as shown in Chapter five(5) page 58 states this includes spare equipment for the residential services. The spare equipment should to be identified as well as obtain clarification of the spare backup equipment for FEL commercial. • Chapter six(6) page 61 comments within the transition plan regarding the swapping out of commercial containers. The respondents should be more explicit with this plan since they will be swapping out one thousand one hundred thirty seven (1,137) commercial front load containers and this is a substantial task which will require a staging area and a timeline to implement and finalize this task. This will be a big undertaking with a crew and coordinator to accomplish in a manner to minimize disruptions of service. • There is no mention of advanced notification of both residents and commercial customers. No flyers, door hanger notifications, newspaper announcements, web site links etc. • There is no mention of complaint resolution. • Chapters seven (7) and eight (8) regarding financial stability and financial statement respectfully appears to be qualified as per the RFP requirement. We will defer to the City's CFO as to acceptability of these documents by the City. • Chapter nine (9) is in the form required by the RFP. • Chapter ten (10) is in the form required by the RFP. • Chapter eleven (11) appears to be in the form as required by the RFP, RCG will defer to the City's Risk Manager for final determination of the documents. • Chapter twelve(12) Liquidated Damages of ten thousand dollars ($10,000.00) or more shows the statement as quoted in the beginning of the report for Republic is not relevant. The committee should be mindful of these actions since many of them are related to startup contracts. • Chapters thirteen (13), fourteen (14),fifteen (15), sixteen (16),seventeen (17), eighteen (18) and nineteen (19) are all in compliance with the requirements of the RFP. • Pricing sheets Chapters twenty(20), twenty one(21) and twenty two (22) are all in compliance with the requirements of the RFP. • Chapter twenty three (23) PAGE 105 Republic outlines the company's recycle rewards program they will implement within the City. This program is to encourage the residents to recycle more of the waste and earn rewards points for gift cards which can be used at local and national businesses for purchasing 7017 S.Atlantic Avenue• New Smyrna Beach, FL 32169•Off ice: 386-427-9339•Fax; 386-42T-4549 www.rcgusaa ni in e.com products or services. Operated correctly this program does have merit and does increase the amount of recycling within the municipality. But, this program must be managed properly or it does not have any effect on the waste stream. • The committee may wish to get verification of percentage of employee turnover. • Pricing analysis: Republic pricing as submitted in the RFP was ranked as fifth (5th) for residential services, and third (3rd) for Commercial . The City services could not be used as submitted due to the fact Republic used an incorrect pricing form for listing these costs. As submitted, the overall contract annual cost, Republic is ranked fourth (4th). Southern Waste Systems, LLC (SWS) • Complied with the specifications of the RFP requirements • Chapter three (3) page 13 outlines top management which will be responsible for oversight of the contract with the City of Delray Beach. The list of personnel shown will not be exclusive to the City. • SWS states it will hire a co-supervisor that will be dedicated to the City exclusively. • The District Manager will have ongoing responsibilities to Haverhill,Atlantis, Pahokee, South Bay, Southwest Ranches, and Palm Beach County. • Supervisory and management resumes suggest they have the background and expertise to oversee a municipal contract. • Chapter three (3) page 32 SWS states the subcontractor form is not applicable therefore one must assume that SWS will not use any subcontractor, temporary employees or day labors to provide the required services to the City. The committee may wish to have further clarification of this issue. • Chapter four(4) experience. SWS does comply as per the RFP specifications but I must note that SWS only complies within the submittal with one (1) contract and that is with the Solid Waste Authority(SWA) of Palm Beach County for two areas which are areas 4& 5 and the contract was awarded in February of 2013. SWS only submitted documentation for area 4 in their proposal. • Chapter five(5) Implementation Plan: The residential routes and schedules will remain as they are presently. • Employees will consist of 1 district manager, 1 supervisor, 1 maintenance director, 1 customer service manager, 17 drivers, 8 laborers, 1 route auditor, 2 customer service reps, 2 container delivery drivers for a total of 34 employees. Also the submittal does not take into account the previous commitment to hire a co-supervisor so this needs to be further clarified. • The implementation plan states that SWS will locate a staging area within the City if possible which would be the preferred method. Plastic front load containers sized at 2 cubic yard for roll outs is preferable to metal containers. Sizes larger than 2 cubic yards in plastic do not have a very long longevity of life due to the fact the sides split out from the weight. • Page 51 the timeline as proposed is acceptable to insure an on time startup. I would suggest to see a much earlier timeline for ordering of trucks as many manufactures get back logged after the first of each year. 7017 S.Atlantic Avenue• New Smyrna Beach, FL 32169•Off ice: 386-427-9339•Fax; 386-42T-4549 www.rcgusaa nl in e.com • Page 55 &56 reports from SWA show SWS had no fines assessed during the month of August 2014 while the other haulers did have some fines assessed although minor amounts. • Page 58 gives present physical location of land in Lantana which will become the location of the facility.The committee should inspect this location to insure there is a facility there and if not how long will it take to get approvals and build a facility. If this facility location cannot be available at startup then the City will need to know where the trucks and manpower will be housed and for what length of time. • Chapter six(6)Available Resources: page 58 states SWS will purchase 17 new collection vehicles for this contract. SWS does not have sufficient equipment and resources to start the contract if it was awarded today. SWS will purchase all new equipment to service this contract. The committee should verify if SWS will dedicated this equipment to the City to provide the required services. • Equipment list is as follows: 6- 2015 ASL's and semi Automated for residential waste, 3, 2015 recycle collection , 2, 2015 REL, 3, 2015 Self load for bulk, 1,150 FEL mechanical containers, 176, 96 gallon recycle carts. Commercial collection vehicles consist of 2, 2015 40 cy front loaders, 1, 2015 FEL for commercial recycling. • I am concerned that a contractor may provide sufficient service to the commercial base of one thousand one hundred thirty seven (1,137)front load containers with only two (2) commercial front load collection vehicles. My knowledge of the commercial units in the City of Delray Beach has always run three (3)front load routes daily and I would recommend the committee obtain further clarification of this issue before allowing a contractor to start the contract with less than sufficient amount of equipment to satisfactorily provide the services required. Also I have not seen anything within this proposal stating what the backup equipment is and how long it will take SWS to have a replacement collection vehicle on line in the case of a breakdown or accident with the primary collection vehicle. The committee may wish to get further clarification on these issues. • The proposed seventeen (17) new collection vehicles fuel component of the fleet to be used will be standard gasoline or diesel. • There is no mention of complaint resolution and customer service issues. • Chapters seven (7) and eight (8) regarding financial stability and financial statement respectfully appears to be qualified as per the RFP requirement. We will defer to the City's CFO as to acceptability of these documents by the City. • Chapter nine (9) is in the form required by the RFP. • Chapter ten (10) is in the form required by the RFP. • Chapter eleven (11) appears to be in the form as required by the RFP, RCG will defer to the City's Risk Manager for final determination of the documents. • Chapter 12 Outlines in detail the requirements as required by the RFP. • Chapters thirteen (13), fourteen (14),fifteen (15), sixteen (16),seventeen (17), eighteen (18) and nineteen (19) are all in compliance with the requirements of the RFP. • Pricing sheets Chapters twenty(20),twenty one (21) and twenty two (22) are all in compliance with the requirements of the RFP. 7017 S.Atlantic Avenue• New Smyrna Beach, FL 32169•Off ice: 386-427-9339•Fax; 386-42T-4549 www.rcgusaa ni in e.com • Chapter 23 Optional Benefits are detailed. The Recycle Delray needs to be explored by the committee further to fully understand what and how the program works and if it is currently in place in other municipalities. If so the committee should discuss with those municipalities the success of the program. • SWS has placed a value amount for each of the Optional Benefits which will need to be verified by the committee as to the real value to the City. All together SWS has placed a value of$51,500.00 for optional benefits. This should be discussed further with the committee. • The committee may wish to get verification of the percentage of employee turnover for the past two years. • Pricing Analysis: SWS pricing as submitted in the RFP was ranked as first (1st) for residential services, second (2nd) for Commercial and second (2nd) for City services. As submitted the overall contract annual cost, SWS is ranked first(1st). Waste Pro of Florida, Inc. (Waste Pro) • Complied with the specifications of the RFP requirements • States a very low employee turnover. This is an important issue to the committee. • The committee may wish to get verification of percentage of employee turnover. • States a strong fleet of backup equipment to assist the City in case of a storm event cleanup. • Chapter 2 page 8, states equipment extras such as reinforced exterior armor on all hydraulic lines etc. • Chapter 3 page 18 states Waste Pro would use the City's current subcontractor Eastern Waste System (EWS)for vegetative collection. EWS currently is the subcontractor for Waste Management in the City. • Chapter 3 page 19 Organizational chart shows twenty one (21) route drivers and four(4) customer service representatives as well as other management and support staff. • Chapter 4 Experience, Waste Pro has listed six(6) qualifying contracts within the areas of St. Lucie, Broward , Lee and Palm Beach County. Within Palm Beach County service area one (1) • Chapter 5 Implementation Plan states Waste Pro will keep the current routes and schedules in place to insure there is no disruption of service to the residents or businesses. • Waste Pro will use six(6) 2015 semi-automated rear loaders (REL)with two (2) man crews. Usually when this type of vehicle is used that means anything outside of the cart that complies with the waste stream is collected and not left on the side of the road as is the case with one man crews on ASL's. The committee may wish to clarify this with Waste Pro. • Waste Pro will use full time employees and will not use any temporary labor or day laborers. • Residential recycling will be collected with four(4) 2015 dual sort with two (2) man crews. 7017 S.Atlantic Avenue• New Smyrna Beach, FL 32169•Off ice: 386-427-9339•Fax; 386-42T-4549 www.rcgusaa nl in e.com • Residential yard waste will be collected by EWS with the subcontractor using five(5) 2014 Peterbuilt grapple type trucks. The committee will need to get additional clarification of how the contractor would collect residential cans and bags of yard waste. • Residential bulk waste will be performed by Waste Pro employees using two (2) 2015 REL semi-automated with a backup vehicle 2011 Mack REL. • Multi-family solid waste collection will be performed with two (2) man crews using a 2015 Mack FEL. • Multi-family recycling will be accomplish by collecting ninety five (95)gallon carts and collected with a 2015 Mack LEU dual sort collection vehicle. • Multi-family bulk waste collection will be performed using two (2) or one(1) 2015 Mack semi-automated REL and one (1) 2011 International grapple truck for large items. • Commercial solid waste collection will be accomplished with three (3) 2015 Mack FEL's with all routes and schedules remaining the same as currently being collected. All containers will be sprayed and disinfected weekly. This is an important aspect especially in the summer months. • Chapter 5 page 32 City Collection Services states these services will be integrated into the daily routing and performed by City assigned truck fleet and crews. This implies this equipment will be dedicated to the City therefore the committee should get further clarification of the fact of dedicated or not. • Customer Service Plan page 33 is detailed with a customer service center in West Palm Beach and is capable of multi-lingual, English, Spanish and Creole. • One of two companies offering an online real time link with the City staff and Waste Pro's staff to have immediate access to each case and complaint or request for additional services. This service also will allow the general public to go online at a special link to enter via computer a complaint or request for additional services which will also send the person entering a complaint or request an email with the resolution on the task when completed. Each entry is assigned a case number and a date and time entered for easy tracking of the incident. • The tracking system will be at no cost to the City. • Transition plan does not address how Waste Pro will accomplish the swap out of one thousand one hundred thirty seven (1,137)front load containers. The committee will need to have a true understanding of how Waste Pro plans to accomplish this task with a minimum amount of disruption. • Page 42 Key Milestones list will need to be discussed and possibly adjust the various time frames. Some of the dates seem to be too close to the start date of the contract which may not leave any room for any unforeseen events in the plan. • Chapter 6 Available Resources, six(6) 2015 Mack REL, two (2) 2011 Mack REL spares, one(1) 2011 Mack Spare, five(5) 2014 Peterbuilt grapple, one (1) 2014 Peterbuilt grapple, one (1) 2011 International grapple dedicated to the City, four (4) 2015 Mack dual sort recycling, two (2) 2009 International dual sort recycling spares,four(4) 2015 Mack FEL, one(1) 2011 Mack FEL spare, one (1) Mack FEI commercial recycling, one(1) 2011 Mack FEL commercial recycling spare, two (2) 2011 Mack roll off with hoist includes a spare. 7017 S.Atlantic Avenue• New Smyrna Beach, FL 32169•Off ice: 386-427-9339•Fax; 386-42T-4549 www.rcgusaa ni in e.com • Note, Waste Pro has four(4) commercial front load collection vehicles plus one (1) spare. Waste Pro's equipment list is superior to the other proposers. All collection vehicles proposed by Waste Pro will use gasoline or diesel. • Personnel statement states Delray positions will be mostly filled with current employees and the need for any additional personnel the company will actively seek employees who are residents of the City. • Chapter 6, page 51 staffing is very detailed with seventeen (17) drivers and ten (10) helpers for residential services,three(3) commercial FEL and two (2) roll off compactor or open top drivers, two (2) CSR's and three(3) mechanics and helpers. • Chapter 6 page 53 shows the average age of the fleet to be used for providing the services to the City is one and one half(1.5)years in age. This calculated over thirty three(33)trucks with the youngest model age being new or 2015 and the oldest model age is 2011. • Chapters seven (7) and eight (8) regarding financial stability and financial statement respectfully appears to be qualified as per the RFP requirement. We will defer to the City's CFO as to acceptability of these documents by the City. • Chapter nine (9) is in the form required by the RFP. • Chapter ten (10) is in the form required by the RFP. • Chapter eleven (11) appears to be in the form as required by the RFP, RCG will defer to the City's Risk Manager for final determination of the documents. • Chapter 12 Outlines in detail the requirements as required by the RFP. • Chapters thirteen (13), fourteen (14),fifteen (15), sixteen (16),seventeen (17), eighteen (18) and nineteen (19) are all in compliance with the requirements of the RFP. • Chapter 16, page 149 where Waste Pro has supplied the most comprehensive drug free workplace program of all of the proposers. • Pricing sheets Chapters twenty(20), twenty one(21) and twenty two (22) are all in compliance with the requirements of the RFP. • Chapter 23 Optional Benefits offers to the City at a cost of thirty five (35) cents per household monthly. The committee will need to verify if this amount would be added to the submitted pricing in Chapter 20. • The optional benefit outlined on page 162#2 Household Hazardous Waste Collection for the residents. Waste Pro has this program ongoing in Pembroke Pines, Miramar, Coral Springs, Oakland Park, Lauderhill, Lauderhill by the Sea, North Lauderdale, Hillsboro Beach, Davie,Winter Park and Palm Coast. The committee should make contact with these municipalities to have an understanding of their opinion. This could be a beneficial program within the City. • Chapter 23 page 163 #3 Waste Pro offers to the City at no cost for the web based real time online tracking system. This is a very detailed reporting system with the City staff and Waste Pro staff being on the same page at all times electronically and the general public would have the capability to enter complaints or requests via a web link on the City's web site while using an outside server not the City's server. 7017 S.Atlantic Avenue• New Smyrna Beach, FL 32169•Off ice: 386-427-9339•Fax; 386-42T-4549 www.rcgusaa ni in e.com • Pricing analysis: Waste Pro pricing as submitted in the RFP was ranked as fourth (4th)for residential services, fifth (5th) or highest for Commercial and first(1st)for cost of City services. Overall contract annual cost, Waste Pro is ranked fifth (5th). Waste Management Inc. of Florida (WM) • WM states over five hundred (500) collection vehicles in the South Florida area which use Compressed Natural Gas (CNG). • WM is the incumbent waste collection company for the City. • WM staffing clarifies the long term management and employee relationships within the Palm Beach County area and the City of Delray Beach. • Page 14,WM would continue to use Eastern Waste System as the sub- contractor to collect bulk collection. • Chapter 3, pages 14.1 -14.3 resumes for District Manager, Route Manager and fleet Manager but does not elaborate on Customer Services Representatives (CSR's). • Chapter 3, pages 16,17 & 18 does outline a brief resume/description of additional personnel who will be responsible for the City's contract. • Chapter 4, page 20 gives an outline of the sub-contractors experience and the Cities they have contractual agreements with and a list of their equipment and amount of drivers currently utilized in the City of Delray Beach. Currently EWS utilizes eight(8)grapple trucks with one(1) spare to service the City. • Chapter 4,WM complies with the requirements of the RFP submitting other contracts with the minimum residential units and commercial cubic yards collected annually. WM also has inserted multiple letters of recommendation from other municipalities and safety record stating the Best in the Industry. Also WM claims to be in the top 100 military friendly employers. • Chapter 4 page 51, letter to Mayor Glickstein outlines the years of service to the City as well as the amount of donated services and cash to the City. • Chapter 5 page 55, WM offers to conduct a seasonal and off seasonal pricing study at no cost to the City. This could possibly set up a structure of allowing those who spend the bulk of their summer or off season time in places other than the City a reduced cost or other possibilities of cost cutting for the residents and businesses within the City.This has merit and is worth further discussions. • Chapter 5, page 56 WM states they would retain the current collection schedule routes and days therefore no transitional issues. • If WM is retained there would not be any transition for either residents or commercial customers. • Chapter 5 pages 78-80 outlines the type equipment to be used to provide the services as required in the RFP. • Chapter 5 page 80, #13 City Owned Property states "Waste Management will provide solid waste services to property owned, lease or rented and controlled by the City at no charge. The committee will need to have this further clarified since the pricings sheets for City services submitted by WM show pricing. We will note this again further in this report of findings. 7017 S.Atlantic Avenue• New Smyrna Beach, FL 32169•Off ice: 386-427-9339•Fax; 386-42T-4549 www.rcgusaa nl in e.com • Chapter 5 page 81 #15,WM states they will pay for the operation of the roving clam shell collection vehicle which is required to be dedicated to the City as per the RFP. • Chapter 5, page 82, lists the drivers, helpers and management assigned to this contract. 3, FEL drivers,4 REL drivers, 4 Residential Recycling drivers,4, Residential automated drivers, 1 Operations specialist, 2 Techs who I assume are CSR's, 2 Route managers (1 for residential and 1 for commercial) 1 District Manager and 1 Maintenance Manager for a total of 22 personnel assigned to this contract. • Chapter 5, page 83, it appears the stated start times do not comply with the standards of allowable collection times within the City Ordinance. Their start and operation times would not be in compliance. This may be the times the personnel clock in at their facility and are not on the route at that time. The committee will need to further clarify this issue. • Chapter 5 page 85, WM correctly states "Because no transition plan is required, this section reviews lessons learned from our many successful transitions". • Chapter 5 page 90, WM is the second company of only two (2) companies who have addressed the City's requirement of a real time web based online tracking system for complaints and requests for additional services at no cost to the City. • Chapter 6 available resources equipment,4 Auto Car ASL1 to 2 years old, 4 Peterbuilt grapple 2 new and 2 6-7 years old, 3 International grapple 3 to 4 years old, 1 Freightliner grapple 1 year old, 1 Auto Car 1-2 years old, 2 Freightliner 1 to 2 years old, 1 Peterbuilt 1 to 2 years old, 3 Mack FEL including a spare 3 to 4 years old, 1 Mack FEL recycle 4 to 5 years old. • Of the 21 collection vehicles, eight(8) run on CNG fuel and thirteen (13) are fueled with regular diesel. All of the CNG powered vehicles are used for residential collection services therefore they are quieter and less emissions are released within in the residential areas. • Chapter 6 page 101 outlines WM's available resources of personnel in Palm Beach County as well as the twenty(20) drivers presently servicing the City. • Chapter 6 pages 103 -109 WM outlines the company's in depth and detailed hiring process and training of drivers and safety training programs. The committee may wish to be review this program further as to setting the bar of requirements for the City's contractor. • Chapter 6 page 107 WM states they have the necessary reserve equipment to ensure replacement equipment can be put into service and operation within one (1) hour of any breakdown. This is worth noting. • Chapter 6 page 110- 111 lists the benefits of CNG fuel. • Chapter 6 page 114 outlines WM's emergency preparedness program and capabilities noting WM's facility is within 20 miles of Delray City Hall. Also on this page WM outlines its Waste Watch program whereas drivers and supervisors are trained to recognize situations which are not normal or are suspicious in nature and what the proper reporting procedure is.This training and implementation would be at no cost to the City. • Chapter 6 pages 115 - 117 outlines the procedure for complaint resolution using web base online real time electronic system. This program would be at no cost to the City. 7017 S.Atlantic Avenue• New Smyrna Beach, FL 32169•Off ice: 386-427-9339•Fax; 386-42T-4549 www.rcgusaa ni in e.com • Chapters seven (7) and eight (8) regarding financial stability and financial statement respectfully appears to be qualified as per the RFP requirement. We will defer to the City's CFO as to acceptability of these documents by the City. • Chapter nine (9) is in the form required by the RFP. • Chapter ten (10) is in the form required by the RFP. • Chapter eleven (11) appears to be in the form as required by the RFP, RCG will defer to the City's Risk Manager for final determination of the documents. • Chapter 12 Outlines in detail the requirements as required by the RFP. • Chapters thirteen (13), fourteen (14),fifteen (15), sixteen (16),seventeen (17), eighteen (18) and nineteen (19) are all in compliance with the requirements of the RFP. • Pricing sheets Chapters twenty(20), twenty one(21) and twenty two (22) are all in compliance with the requirements of the RFP. • Chapter 23, page 186 Optional Benefits offered to the City at no cost to the City; a detailed sharps collection. This is for items such as used needles people use for diabetes and such. • Chapter 23 page 186 Optional Benefits offers a collection program for fluorescent light bulbs, those items containing mercury, CFL bulbs to dispose of these items in a VaporLok bag which is a sealed bag for proper disposal. This does not state "no cost to the City" so the committee would need to get further clarification of this program and what costs may be incurred and by whom. • Chapter 23 page 188 - 189 Optional Benefits outlines the Waste Watch program in detail at no cost to the City. • Chapter 23 page 190 - 195 Optional Benefits with inserts outlines in detail a program of enhanced recycling for both residential and commercial customers at no cost to the City. This entire program is worth discussing further since the goal should be to reduce the amount of waste going to the landfill and more acceptable waste with recycling capabilities being returned to the marketplace as a product. • Chapter 23 page 196 Optional Benefits, WM offers the City a redeployment of the solar compactors located throughout the City with WM paying the cost to retrofit 1/3 of the existing units to accept recyclable materials as well as relocating some of the units. WM states they will pay the cost of retrofitting, maintenance and software with the solar compactor. The committee will need to get further clarification as to any other cost that may become an obligation to the City. • Chapter 23 page 197 - 208 Optional Benefits outlines the past and current community involvement by WM. • Chapter 23 page 209 Optional Benefits WM offers for their sustainability consultant to assess City facilities as to the level of sustainabi lity at certain City facilities. This would be at a cost to the City, therefore the committee may wish to explore this program more fully and obtain a detailed understanding of cost. • Chapter 23 page 210 - 214 Optional Benefits WM outlines in detail their Recyclebank recycling rewards program. The cost listed would be at a cost of forty(.40) cents per home monthly. The committee will need to clarify if this cost is in the pricing offered on the pricing sheets or if it would be in addition to the prices offered. 7017 S.Atlantic Avenue• New Smyrna Beach, FL 32169•Off ice: 386-427-9339•Fax; 386-42T-4549 www.rcgusaa ni in e.com • Appendix 1 inserts is the feedback from the Citizens survey of the current waste company,WM. • Appendix 2 inserts are letters of compliments and survey from commercial businesses located throughout the City of Delray Beach and Palm Beach County. • Appendix 3 is a CD ROM of WM annual reports for the years 2001,2012 & 2013. • Pricing analysis: WM pricing as submitted in the RFP was ranked as third (3rd) for residential services,fourth (4th) for Commercial and second (2nd)for cost of City services. Overall contract annual cost, WM is ranked second (2nd). NOTE:WM placed a cost of$17,000.00 monthly within the pricing sheets for the dedicated clam shell truck and driver which equals$204,000.00 annually, but within their RFP submittal the written text stated this services was of no charge to the City. This needs to be further clarified by the City although the ranking for pricing would not change whatever the outcome. Summary: The committee would need to interview and request further clarifications on the many issues we have outlined above in the body of this report of findings. Also we have expressed in the report above based on the substance contained within each proposers submission as outlined. As consultants to the City, Redman Consulting Group, Inc. will make ourselves available to the committee and the City to answer any questions, elaborate on any portion of the submissions and to clarify operational concerns which may occur during the committees review and fact finding session. Conclusion and Recommendation: We recommend it would be in the best interest of the City to obtain further clarification from each of the proposers as stated within the report on various issues.This can be accomplished by either requesting specific issues to be clarified or expounded upon both in writing and a direct interview process as well as a mandatory presentation to the committee. Any interview or presentation should be in the Sunshine, a public meeting with no comment from the audience or public. A presentation with questions to follow from the committee of either each of the proposers or the selected top rated two (2) or three (3) proposers. Once that process is completed we feel that the committee will be able to make a more informative selection and decision which will affect the City, its residents and commercial establishments for a long period of time. This decision is one of the highest cost contract awards the City will make and should not be made without due consideration and the decision makers must be as fully informed in order to award this contract. If requested by the City, RCG will make ourselves available to assist the committee and the City this process. Disclaimer: Information contained within this report has been obtained from the City of Delray Beach and is subject to errors, omissions and withdrawals. This document has been prepared for the use and benefit of the client for the specific purposes identified in the document. The conclusions, observations, and recommendations contained herein attributed to Redman Consulting Group, Inc. constitute the opinions of Redman Consulting Group, Inc. The services provided by Redman Consulting Group, Inc. and this 7017 S.Atlantic Avenue• New Smyrna Beach, FL 32169•Off ice: 386-427-9339•Fax; 386-42T-4549 www.rcgusaa nl in e.com document are not intended for the benefit of any third party and shall not be relied upon by any third party. To the extent that statements, information, and opinions provided by other third parties have been used in the preparation of this document, Redman Consulting Group, Inc. has relied upon the same to be accurate, and for which no assurances are intended and no representations or warranties are made. Redman Consulting Group, Inc. makes no certification and gives no assurances except as explicitly set forth in this document. Subject to errors omissions and withdrawals. If you have any questions or comments please do not hesitate to call on us. Sincerely, William S. Redman Senior Vice President cc: Jean S. 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DEFINITIONS..................................................................................................................2 2. CONTRACTOR'S FRANCHISE..................................................................................10 2.1 EXCLUSIVE FRANCHISE FOR RESIDENTIAL AND COMMERCIAL COLLECTION SERVICE................................................................................... 10 2.2 NON-EXCLUSIVE FRANCHISE FOR SOURCE SEPARATED RECYCLABLE MATERIALS GENERATED ON COMMERCIAL PROPERTY................................................. .................................................. 10 2.3 LIMITATIONS ON THE CONTRACT NCHISE.............................. 10 3. TERM OF THIS AGREEMENT............... ...............................................................10 3.1 INITIAL TERM OF FRANCHISE AGREEMENT............................................ 10 3.2 CITY'S OPTION TO RENEW THE AGREEMENT......................................... 10 4. THE SERVICE AREA............... ..........................................................................11 4.1 DESCRIPTION OF THE RVICE AREA................. ............................... 11 4.2 ADJUSTMENTS TO THE SERVICE AREA ................... .......................... 11 5. CONTRACTOR'S O GATIONS PRIOR TO COMMENCE T DATE......11 5.1 CONTRACTOR'S TRANSITION PLAN .......................................................... 11 5.2 DEADLINES FOR THE CO TRACTOR' TRANSITION PLANNING........ 12 6. GENERAL SCOPE OF CONTRA 'S DIJ FTER COMMENCEMENT DATE...................... .......... ...........................................13 7. CON CTOR'S SPECIFIC COLLECTION SERVICES .....................................14 7.1 GENERAL REQUIREMENTS FOR RESID NTIAL COLLECTION SERVICE AT CURBSIDE.................................................................................. 14 7.2 wgag, RESIDENTIAL COLLECTION SERVICE AT CURBSIDE FOR RECYCLABLE MATERIALS ........................................................................... 14 RESIDENTIAL COLLECTION SERVICE AT CURBSIDE FOR BULKYWASTE................................................................................................. 15 RESIDENTIAL COLLECTION SERVICE AT CURBSIDE FOR YARD WASTE................................................................................................................ 15 7.5 RESIDENTIAL COLLECTION SERVICE AT CURBSIDE FOR TIRES........16 7.6 RESIDENTIAL COLLECTION SERVICE AT CURBSIDE FOR EXCESS AND OVERSIZED MATERIALS...................................................... 16 7.7 RESIDENTIAL SIDE DOOR SERVICE............................................................ 16 7.8 RESIDENTIAL COLLECTION SERVICE FOR MULTI-FAMILY DWELLINGS...................................................................................................... 16 7.9 COLLECTION OF GARBAGE AND RUBBISH FROM COMMERCIAL PROPERTY......................................................................................................... 17 7.10 COLLECTION OF SOURCE SEPARATED RECYCLABLE MATERIALS FROM COMMERCIAL PROPERTY......................................... 17 7.11 COLLECTION OF CONSTRUCTION AND DEMOLITION DEBRIS, BULKY WASTE AND YARD WASTE FROM COMMERCIAL PROPERTY......................................................................................................... 17 7.12 SPECIAL COLLECTION SERVICE.................................................................. 18 7.13 OPTIONAL BENEFITS AND SERVICES ........................................................ 18 8. HOURS AND DAYS OF CONTRACTOR'S COLLECTION SERVICES..............18 Page 1 of viii 9. SCHEDULES AND ROUTES FOR COLLECTION SERVICES.............................18 9.1 SCHEDULES AND ROUTES............................................................................ 18 9.2 SCHEDULED COLLECTION DAYS FOR BULKY WASTE,YARD WASTE,AND SOURCE SEPARATED RECYCLABLE MATERIALS ......... 19 9.3 SCHEDULES FOR TWICE WEEKLY SERVICE ............................................ 19 10. CHANGES TO COLLECTION SCHEDULES AND ROUTES FOR RESIDENTIAL SERVICE............................................................................................19 10.1 NO CHANGES WITHOUT ADMINISTRATOR'S APPROVAL..................... 19 10.2 HOLIDAY SCHEDULES................................................................................... 19 10.3 PUBLIC NOTICE OF CHANGES.............. .................................................20 10.4 NOTICE OF TEMPORARY DELAYS .......... ...................................................20 10.5 NO DELAYS EXCUSED FOR FLUCTUATIONS IN SOLID WASTE QUANTITIES................................. ....................................................................20 11. MANDATORY CHANGES TO COLA TION SEkICE.....................................20 12. THE RESIDENTIAL CUSTOMER LIST...................................................................21 13. PROPER COLLECTION PROCEDURES FOR CONTRACTOR..........................22 14. RESTRICTIONS ON COLLECTION OF MIXED LOADS.....................................22 15. NON-COLLECTION PROCEDURES.........................................................................23 16. PROCEDURES FOR MISSED COLLECTIONS.......................................................24 17. PROTECTION OF PRIVATE AND PUBLIC PROPERTY.....................................24 18. CONTRAC R'S ACCESS TO STREETS AND COLLECTION CONTAIN ................................................................................................................25 19. THE CITY'S DESIGNATED FACILITIES................................................................26 20. SPILLAGE AND LITTER BY CONTRACTOR........................................................26 21. EXEMPT WASTES ANIVECOVERED MATERIALS..........................................27 22. THE NTRACTOR'S SAFETY PROGRAM..........................................................28 23. THE CONTRACTO COLLECTION PLAN.........................................................28 24. OWNERSHIP SO ASTE AND RECYCLABLE MATERIALS...............29 25. RESERVED.....................................................................................................................29 26. SET OUT PROCEDURES FOR CUSTOMERS.........................................................29 26.1 GENERAL PROCEDURES FOR ALL CUSTOMERS .....................................30 26.2 SPECIFIC PROCEDURES FOR RESIDENTIAL CUSTOMERS RECEIVING COLLECTION SERVICE AT CURBSIDE.................................30 26.3 SPECIFIC PROCEDURES FOR CUSTOMERS IN MULTI-FAMILY DWELLINGS THAT USE MECHANICAL CONTAINERS............................31 26.4 PROCEDURES FOR COMMERCIAL CUSTOMERS......................................32 27. COLLECTION CONTAINERS....................................................................................32 27.1 PURCHASE AND OWNERSHIP OF CONTAINERS ......................................32 27.2 MAINTENANCE AND REPAIR OF CONTAINERS.......................................34 27.3 STORAGE, DISTRIBUTION AND REPLACEMENT OF CONTAINERS....................................................................................................35 27.4 EXCHANGE OF CARTS AND CONTAINERS................................................35 27.5 TECHNICAL SPECIFICATIONS FOR COLLECTION CONTAINERS.........36 Page 11 of viii 28. CONTRACTOR'S VEHICLES AND COLLECTION EQUIPMENT.....................37 28.1 GENERAL REQUIREMENTS FOR CONTRACTOR'S VEHICLES AND COLLECTION EQUIPMENT...................................................................37 28.2 DEDICATED FLEET FOR CITY.......................................................................38 28.3 AGE OF CONTRACTOR'S COLLECTION VEHICLES .................................38 28.4 ANCILLARY EQUIPMENT IN CONTRACTOR'S VEHICLES .....................38 28.5 RESERVE VEHICLES AND EQUIPMENT......................................................38 28.6 MAINTENANCE AND CLEANING.................................................................39 28.7 IDENTIFICATION OF CONTRACTOR'S VEHICLES AND EQUIPMENT......................................................................................................39 28.8 COMPLIANCE WITH THE LAW APPLICABLE TO VEHICLES .................40 28.9 CITY'S RIGHT TO INSPECT CONTRACTOR'S VEHICLES AND EQUIPMENT..................................... ...............................................................40 28.10 LOCAL STORAGE AND REPAI CONTRACTOR'S VEHICLES..........40 29. CONTRACTOR'S PERSONNEL...... ... ............ ..............41 29.1 GENERAL REQUIREME ...................... .......................................41 29.2 DISTRICT MANAGER ...................................... ...................................41 29.3 FIELD SUPERVISOR...... ...................................... ...............................41 29.4 EMPLOYEE CONDUCT........................ ..........................41 29.5 EMPLOYEE IDENTIFICATION... .... ......................41 ......................... 29.6 ATTIRE FOR,EMPLOYEES........ .......................41 .................................... 29.7 REMOVAL OF EMPLOYEES......... ...............................................................42 29.8 EMPLOYEE TRAINING AND LICENSES.......................................................42 29.9 CONTRACTOR'S COMPLIANCE WITH LABOR LAWS..............................42 29.10 LEGAL STATUS OF CONTRACTOR'S EMPLOYEES..................................42 29.11 SUBCO CTORS AND TEMPORARY LABOR.......................................42 30. CONTRACTOR'S CAL OFFICE...........................................................................43 31. CUSTOMER RELAT ONS...........................................................................................43 31.1 HANDLING CUSTOMER COMPLAINTS AND REQUESTS ........................43 3 ISPUTE RESOLUTION PROCESS FOR CUSTOMERS...............................45 32. CONT TOR'S RELATIONS WITH THE CITY..........................................45 AV ILABILITY CONTRACTOR'S REPRESENTATIVES......................45 32. ADMINISTRAT REVIEW OF CONTRACTOR'S PERFORM, 45 32.3 CITY'S RIGHT TO INSPECT CONTRACTOR'S OPERATIONS ..................46 32.4 ITY'S RIGHT TO APPROVE..........................................................................46 33. CONT OR COMMERCIAL COLLECTION SERVICE...........................46 33.1 CO CTS FOR COMMERCIAL COLLECTION SERVICE.....................46 33.2 DISCLOSURE OF FEES FOR COMMERCIAL COLLECTION SERVICE.............................................................................................................47 33.3 RESERVED.........................................................................................................47 33.4 INITIATION OF SERVICE TO A COMMERCIAL CUSTOMER...................47 33.5 TERMINATION OF SERVICE TO A COMMERCIAL CUSTOMER.............47 34. RECORD KEEPING AND REPORTING...................................................................48 34.1 GENERAL RECORD KEEPING AND REPORTING REQUIREMENTS.......48 34.2 SPECIFIC RECORD KEEPING REQUIREMENTS .........................................48 34.3 QUARTERLY REPORT.....................................................................................50 34.4 ANNUAL REPORT............................................................................................50 Page ill of viii 34.5 ACCIDENT REPORTS.......................................................................................50 34.6 CITY'S RIGHT TO INSPECT AND AUDIT CONTRACTOR'S RECORDS...........................................................................................................51 34.7 PUBLIC'S RIGHT TO INSPECT CONTRACTOR'S RECORDS.....................51 35. PUBLIC NOTICES AND EDUCATIONAL SERVICES...........................................52 35.1 NOTICE FOR COMMENCEMENT OF SERVICE...........................................52 35.2 ANNUAL NOTICE TO CUSTOMERS..............................................................52 35.3 NOTICES FOR NEW CUSTOMERS.................................................................52 35.4 NOTICES CONCERNING CHANGES IN COLLECTION SCHEDULES ......52 35.5 NOTICES FOR HOLIDAYS ........................ .....................................................52 36. CONTRACTOR'S COLLECTION SERVICES OR THE CITY............................53 36.1 GENERAL REQUIREMENTS........ ...............................................................53 36.2 COLLECTION OF SOLID WAS ND SOURCE SEPARATED RECYCLABLE MATERIALS A FACILITIES.....................................53 36.3 COLLECTIONS FROM TRASH RECEPTACLES AND RECYCLING CONTAINERS AT BUS SHELTERS, PARKS,AND60THER PUBLIC LOCATIONS.......................................................................................................54 36.4 COLLECTION OF SOURCE SEPARATED RECYCLABL MATERIALS AT PUBLIC DROP-OFF FACILITIES ....... ........................54 36.5 COLLECTION OF BULKY WASTE AND YARD WAST . .....................55 36.6 COLLECTION OF BIOLOGICAL WASTE......................................................55 36.7 COLLECTIONS FOR SPECIAL PROJECTS....................................................55 36.8 COLLECTION FOR COMMUNITY EVENTS .................................................55 36.9 CITY'S INTEGRATED SOLID WASTE MANAGEMENT PROGRAM AN LIC EDUCATIONAL ACTIVITIES.. ...........................................56 37. CONTRACTO EMERGENCY SERVICES..........................................................56 37.1 COLLECTION OF GARBAGE AFTER A SASTER....................................56 37.2 EMERGENCY VARIANCES IN ROUTES AND SCHEDULES .....................56 37.3,gMal.. COLLECTION OF DISASTER DEBRIS...........................................................56 '38.2 CONTRACTOR'S CONTINGENCY PLAN......................................................57 CITY'S EMERGENCY MANAGEMENT MEETINGS ....................................57 38. RATES FOR CONTRACTOR'S SERVICES.............................................................57 UNIF RATES FOR ALL COLLECTION SERVICES..............................57 RATES FOR SPECIFIC COLLECTION SERVICES........................................57 38.3 CPI ADJUSTMENTS TO COLLECTION COMPONENT OF RATES............57 38.4 SERVED.........................................................................................................58 38.5 USTMENTS TO DISPOSAL COMPONENT OF COMMERCIAL TES.................................................................................................................58 38.6 RATE ADJUSTMENTS FOR CHANGES IN LAW..........................................58 38.7 EXTRAORDINARY RATE ADJUSTMENTS..................................................59 38.8 RATES FOR DISASTER DEBRIS.....................................................................60 38.9 ADJUSTMENTS TO FRANCHISE FEE ...........................................................60 39. PAYMENTS TO CONTRACTOR FOR COLLECTION SERVICES.....................60 39.1 GENERAL BILLING AND PAYMENT PROVISIONS ...................................60 39.2 PROHIBITIONS ON PAYMENTS FROM CUSTOMERS TO CONTRACTORS................................................................................................60 39.3 PAYMENTS FROM CITY FOR RESIDENTIAL COLLECTION SERVICE.............................................................................................................60 Page iv of viii 39.4 CITY'S PAYMENTS FOR COLLECTION SERVICES PROVIDED TO CITY PROPERTIES, TRASH RECEPTACLES,AND RECYCLING CONTAINERS....................................................................................................61 39.5 CITY'S PAYMENTS FOR DISPOSAL COSTS................................................61 39.6 CITY'S UNDERPAYMENTS AND OVERPAYMENTS TO CONTRACTOR..................................................................................................62 39.7 LIMITATIONS ON CONTRACTOR'S RIGHT TO PAYMENT FROM CITY....................................................................................................................62 39.8 PAYMENT FOR COMMERCIAL COLLECTION SERVICES .......................62 39.9 PAYMENTS FOR GARBAGE CARTS AND RECYCLING CARTS..............63 39.10 PAYMENTS FOR SPECIAL COLLECTIO SERVICES................................63 39.11 PAYMENTS FOR DISPOSAL OF UNA ABLE WASTE......................63 40. PAYMENTS TO THE CITY........................ .......................................................63 40.1 FRANCHISE FEES..................................... ..................................................63 40.2 OTHER PAYMENTS....................................... ..............................................64 41. RECYCLING REVENUES FOR CITY.......................................................................65 42. PAYMENT OF TIPPING FEE ..............................................................................65 43. VERIFICATION OF PAYMENT OUNTS...........................................................65 44. ADMINISTRATIVE CHARGES......... ......................................................................66 44.1 BASIS FOR ADMINISTRATIVE NRGES...................................................66 44.2 PROCEDURE FOR ASSESSING INISTRATIVE CHARGES................66 44.3 ADMINISTRATIVE CHARGES BEFORE JUNE 1, 2015................................67 44.4 ADMINISTRATIVE CHARGES DURING TERM OF AGREEMENT...........67 45. PAYMENTS WITHHELD FROM CONT OR.................................................71 46. NO LIABILITY FOR DELAYS OR NON-PERFORMANCE DUE TO FORCE M EURE EVENTS.......................................................................................71 47. %;H RMINATION OF AGREEMENT................................................72 47.1 ERM TION BY EITHER PARTY FOR CAUSE.......................................72 47.2 INTERIM OPERATIONS-.. ...............................................................................74 47.3 EFFECT OF TERMINATION............................................................................74 47.4 SETTLEMENT AND RELEASE........................................................................75 48. OPERATIONS DURING DISPUTE.............................................................................75 49. DISPUTE RESOLUTION PROCESS..........................................................................75 50. CONTRACTOR'S OBLIGATIONS PRIOR TO TERMINATION OF THIS AGREEMENT................................................................................................................76 50.1 CONTINUATION OF CONTRACTOR'S SERVICE........................................76 50.2 SALE OR LEASE OF CONTRACTOR'S MECHANICAL CONTAINERS....................................................................................................77 50.3 SCHEDULE FOR TERMINATION OF CONTRACTOR'S SERVICE............77 50.4 CITY'S RIGHT TO PROCURE NEW SERVICES ............................................77 51. DAMAGES AND INDEMNIFICATION.....................................................................77 51.1 LIABILITY..........................................................................................................77 51.2 CONTRACTOR'S INDEMNIFICATION OF CITY .........................................78 51.3 CONTRIBUTION ...............................................................................................78 51.4 DAMAGES..........................................................................................................78 Page v of viii 51.5 NO PERSONAL LIABILITY.............................................................................79 51.6 COLLECTION OF OVERDUE PAYMENTS AND INTEREST......................79 52. CONTRACTOR'S INSURANCE.................................................................................79 52.1 COMMERCIAL GENERAL LIABILITY..........................................................79 52.2 BUSINESS AUTOMOBILE LIABILITY ..........................................................80 52.3 POLLUTION LIABILITY..................................................................................80 52.4 EXCESS LIABILITY..........................................................................................80 52.5 WORKER'S COMPENSATION INSURANCE &EMPLOYERS LIABILITY..........................................................................................................80 52.6 ADDITIONAL INSURED ENDORSEMEN S .................................................80 52.7 WAIVER OF SUBROGATION................ .................................................81 52.8 CERTIFICATE(S) OF INSURANCE... ....................................................81 52.9 DEDUCTIBLES, SELF-INSURED IONS,AND SUPPLEMENTAL COVERAGE. .... ..................................................81 52.10 RIGHT TO REVISE OR REJECT.. ............. ..............................................82 52.11 MINIMUM REQUIREMENTS FOR INSURA COMPANIES..................82 52.12 OTHER INSURANCE REQUIREMENTS ............ .....................................82 53. PERFORMANCE BOND..............................................................................................83 54. PARENT CORPORATION GUA NTEE................................................................83 55. ASSIGNMENT OF AGREEMENT........ .....................................................................83 56. TRANSFER OF AGREEMENT...................................................................................84 57. SUBSEQUENT CITY ORDINANCES.........................................................................84 58. AMENDMEWTS TO THE AGREE T..................................................................84 58.1 ENERAL REQUIREMENTS.. ........ .....................................................84 58.2 CITY POWER TO AMEND AGREEME ...................................................85 58.3 AMENDMENTS DUE TO CHANGES IN LAW...............................................85 59. WAIVER OF RIGHTS-46..............* .......................................................................85 60. WAIVER OF FLOW CONTROL CL 5................................................................85 61. GOVERNING LAW AND VENUE..............................................................................86 62. COMPLIANCE WITH LAWS AND REGULATIONS..............................................86 63. PERMITS AND LICENSES..........................................................................................86 64. EQUAL OPPORTUNITY EMPLOYMENT...............................................................86 65. AGREEMENT DOCUMENTS.....................................................................................86 66. ALL PRIOR AGREEMENTS SUPERSEDED............................................................87 67. HEADINGS.....................................................................................................................87 68. CONSTRUCTION OF AGREEMENT........................................................................87 69. SURVIVABILITY..........................................................................................................87 70. SEVERABILITY............................................................................................................87 71. FAIR DEALING.............................................................................................................88 72. SOVEREIGN IMMUNITY............................................................................................88 73. REMEDIES NOT EXCLUSIVE...................................................................................88 Page vi of viii 74. NOTICES TO PARTIES...............................................................................................88 75. COOPERATION WITH THE INSPECTOR GENERAL..........................................89 76. CONTRACTOR'S REPRESENTATIONS AND WARRANTIES............................89 Page vii of viii EXHIBITS EXHIBIT 1 GENERAL MAP OF SERVICE AREA, INCLUDING AREAS RECEIVING SIDE DOOR SERVICE OR SERVICE WITH PLASTIC BAGS EXHIBIT 2 RESERVED EXHIBIT 3A RATES FOR RESIDENTIAL COLLECTION SERVICES EXHIBIT 3B RATES FOR COMMERCIAL COLLECTION SERVICES EXHIBIT 3C RATES FOR COLLECTION SERVICES FOR THE CITY EXHIBIT 3D RATES FOR SPECIAL COLLECTION SEfft EXHIBIT 4 PARENT CORPORATION GUA TEE EXHIBIT 5 PERFORMANCE BOND EXHIBIT 6 SPECIFICATIONS FOR GARBAGE ARTS EXHIBIT 7 LIST OF BUS SHELT NS IN Y BEACH EXHIBIT 8 LIST OF BIG BELLY SO L IONS EXHIBIT 9 LIST;j CITY P ERTIE CEIVING CO LECTI( N SERVICE EXHIBIT 10 LIST OF CITY'S PU IC DROP-OFF FACILITIES FOR RECYCLABLE MATERIALS EXHIBIT 1 IST TRASH CEPTACLES O LANTIC AVENUE,THE BEACH,AND PINE GRO EXHIBI SAMPLE C LATIONS FOR CPI ADJUSTMENTS EXHIBIT 13 ONAL BENEFITS ASERVICES Page viii of viii EXCLUSIVE FRANCHISE AGREEMENT This Exclusive Franchise Agreement("Agreement") is made and entered into this day of January, 2015 ("Effective Date")by and between the City of Delray Beach, Florida ("City"), a municipal corporation organized and existing under the laws of the State of Florida, and Waste Management Inc. of Florida("Contractor"), a Florida corporation,which is authorized to do business in the State of Florida. RECITALS WHEREAS, the City issued a request for proposals ("RFP") (City RFP No. 2014-38) for the Collection of certain types of Solid Waste and Recyclable Material that are generated in the City; and WHEREAS,the Contractor submitted a proposal in r to the City's RFP; and WHEREAS, the City has relied upon the prop and other information provided by the Contractor concerning the Contractor's experience d ability to provide Co lection Services to the City; and WHEREAS, after evaluating all of the pro is that were submitted response to the City's RFP,the City Commission("Commission")finds that e Contractor has submitted the best proposal; and WHEREAS, the City wishes to use and the Coiwfctor wishes to provide the Contractor's services for the Collection of Solid Waste and Recyclable Materials, subject to the terms and conditions contained in this Agreement; and WHEREAS,the Commission finds that granting an exclusive fran8hise to the Contractor, subject to the terms and conditions contained in this Agreement, is in the public interest and will protect the public health, safety, and welfare; and WHEREAS, the Commission i that Tthe a nchise granted herein properly balances the Commission's desire to provide excellen , environmentally-sound Collection Services to the City's residents and the Commission's desire minimize the cost of such services; and WHEREAS, the So id Waste Authority of Palm Beach County ("Authority") has adopted an integrated Soli aste management plan and the City supports the Authority's plan; and WHERE S,this Agreement will help the City implement the Authority's integrated Solid Waste management plan,wAF ,enhance the public health, safety, and welfare. AW NOW, THE in consideration of the mutual promises, covenants and agreements contained herein and the mutual benefits provided hereunder, the receipt and sufficiency of which are hereby acknowledged, the City and the Contractor agree that they shall be bound by and shall strictly comply with the following provisions of this Agreement: 1 1. DEFINITIONS The definitions contained in this Section 1 shall be used when interpreting this Agreement. If a word or phrase is not defined in this Agreement,the definition of such word or phrase in the City's Ordinances shall apply. hl the event that a definition contained herein conflicts with a similar definition in a federal, state or local law, including but not limited to the Ordinances, the definition herein shall prevail when construing this Agreement. 1.1 Advertising shall mean any written communication for the purpose of promoting a product or service. The Contractor's name and telephone number, and other information provided in the manner specified in this Agreement, is not Advertising. 1.2 Administrator shall mean the City's contract a mini trator for this Agreement. The Administrator shall be the City employee designated by the City Manager to be the City's official representative in routine discussions with the Contractor regarding this A reement. 1.3 Agreement shall mean this Exclusive Franchise greement between the City and the Contractor. 1.4 Applicable Law shall mean any local, state or federal statute, law, constitution, charter, ordinance,judgment, order, decree, permit, rule, regulation, directive, policy, standard or similar binding authority, or a judicial or administrative interpretation of any of the same, which is in of ct or is enacted, adopted,promulgated, issued or enforced b governmental body during the term of this Agreement, and relates in any manner to the performance of the City or Contractor under this Agreement. 1.5 Authority shall mean the Solid Waste Authority of Palm Beac ounty. 1.6 Biomedical Was hall mean any solid or liquid waste which may present a threat of infection to humans, including non-liquid tissue, body parts, blood, blood products, and body fluids from humans and other primates; laboratory and veterinary wastes which contain human disease-causing agents; discarded sharps; and absorbent materials saturated with blood or body fluids. 1.7 Buld Waste shall mean a large item is discarded by a Customer on their Property as a result of normal housekeeping activities, and cannot be placed in a Garbage Cart because of its size, shape or weight. Bulky Waste includes, but is not limited to, White Goods, furniture, fixtures, sinks, toilets, ladders, and large pieces of carpet. 1.8 Certificate of Occupanev shall mean a document issued by the City certifying that a newly constructed or renovated building complies with the City's specifications and is suitable for use. 1.9 Change in Law 4 11 m the adoption, promulgation, or modification of any Applicable Law after the Effective Date,which di ectly and substantially affects the Contractor's or City's cost or ability to perform under this Agreement. A Change in Law does not include a change in any tax law or workers' compensation law. 1.10 Ci shall mean, depending on the context, either (a) the geographic area contained within the boundaries of the incorporated City or (b)the government of the City, acting through the Commission or the Commission's designees. 1.11 City Indemnified Parties shall mean the City, the Commission and each of its members, and every agent, officer, official, servant, and employee of the City. 2 1.12 City Manager shall mean the City's chief executive officer or the City Manager's designee(s). 1.13 Collection shall mean the process of picking up Solid Waste and Recyclable Materials from a Person that generates such waste and materials, and then transporting and delivering the Solid Waste and Recyclable Materials to a Solid Waste Management Facility. 1.14 Collection Container shall mean Garbage Cans, Garbage Carts, Recycling Containers, and Mechanical Containers. 1.15 Collection Plan shall mean the Contractor's written plan for providing Collection Service in compliance with the requirements in this Agreement. 1.16 Collection Service shall mean one or more of the various services provided by the Contractor for the Collection of Solid Waste and Recyclable Materials. Collection Service includes,but is not limited to Residential Collection Service, Commercial Collection Service, Special Collection Service, and Collection Service provided to the City's facilities. _* — 1.17 Commencement Date shall mean February 1, 2015, which is the hen the Contractor shall begin providing Collection Services in the City pursuant to this Agreement. 1.18 Commercial Collection Service shall mean Collection of Comme Waste from a Commercial Customer. Commercial Collection Service a o includes the Collection o ource Separated Recyclable Materials from a Commercial Customer,if the Customer requests such service. 1.19 Commercial Customer shall mean any Person that owns or occupies Commercial Property and receives or should receive Commercial Collection Service from th Contractor pursuant to this Agreement. Apr"* ALAdOrA%bo 1.20 Commercial Lawn Care Company shall mean a Person that provides lawn and garden maintenance services for remuneration. This definition * cludes landscapers. 1.21 Commercial Property shall mean ope that is located in the Service Area and not classified as Residential Property. Commerci Property includes property used primarily for: (a) commercial purposes, such as hotels, motels, stores, restaurants, business offices, theaters, and service stations; (b) institutional purposes, such as governmental offices, churches,hospitals, and schools; and (c) not-for-profit®organizations. Vacant land, not classified as Improved Property, shall be deemed Commercial Property. 1.22 Commercial Waste shall mean Garbage, Rubbish and Bulky Waste generated on Commercial Property. 1.23 Commission shall me the City Commission of the City of Delray Beach, Florida. 1.24 Community Events shall mean civic events sponsored by the City or designated by the City pursuant to Section 36.8,below. 1.25 Compactor shall mean a stationary or mobile mechanism that is used to compress and densify Solid Waste in a Mechanical Container. 1.26 Construction and Demolition Debris shall mean discarded materials generally considered to be not water soluble and non-hazardous in nature, including, but not limited to, steel, glass, brick, concrete, 3 asphalt roofing material, pipe, gypsum wallboard, and lumber, resulting from the construction, destruction, or renovation of a structure. 1.27 Consumer Price Index or "CPI" shall mean the "Consumer Price Index—All Urban Consumers," all items, not seasonally adjusted, for the Miami-Ft. Lauderdale, Florida area, Base Period 1982-84 = 100 (Series ID CUURA320SA0), as published by the U.S. Department of Labor, Bureau of Labor Statistics, or a successor agency. 1.28 Contingency Plan shall mean the Contractor's plan for avoiding an interruption in Collection Service in the event that an emergency or other situation renders the Contractor's operations yard or equipment unusable. 1.29 Contractor shall mean Waste Management Inc. of Florida, a Florida corporation. 1.30 Curbside shall mean a location adjacent to a road or right-of-way that abuts a Customer's property and provides access for the Contractor's Collection vehicles. If there is no public access to the Customer's property, Curbside shall mean a location that is adjacent to a public or private roadway where the Contractor may lawfully gain access and provide Collection Service to the Customer. The adjacent location shall be within five (5)feet of the road or righ-of-way. 1.31 Customer shall mean, depending on the context, a Commercial Custo r a Residential Customer or both. 1.32 Designated Facility shall mean a facility designated by the City for the Recycling or disposal of the Solid Waste and Source Separated Recyclable Materials collected ursuant to this Agreement. 1.33 Disaster Debris s a mean debris th t is produce or generat by a natural or human event which is declared a federal disaster. Disaster Debris includes but is not limited to Yard Waste, Construction and Demolition Debris, and Bulky Waste that is produced or generated by such a disaster. 1.34 Disaster Debris Contract shall mean the City's contract(s) with one or more contractors for the removal,transporting,processing, disposal, or Recycling of Disaster Debris. 1.35 District Manager shall mean the employee designated by the Contractor as the Contractor's primary repres tative with regard to matters nvolving this Agreement. 1.36 Dwelling Unit shall mean any type o structure or building, or a portion thereof, intended for or capable of being used for residential living. A Dwelling Unit includes a room or rooms constituting a separate, independent living area with a kitchen or cooking facilities, a separate entrance, and bathroom facilities,which are physically separated from other Dwelling Units,whether located in the same structure or in separate structures. However, a room in a licensed hotel or motel is not a Dwelling Unit. 1.37 Effective Date shall mean the date when this Agreement is signed and duly executed by the Commission or its designee, which shall occur after the Agreement is signed and duly executed by the Contractor. 1.38 Electronic Equipment shall mean large electronic devices that have been discarded, including but not limited to computers, monitors, televisions, cathode ray tubes, printers, scanners, and copying machines. 4 1.39 Exempt Waste shall mean materials that are exempt from the Contractor's exclusive franchise under this Agreement. 1.40 Field Supervisor shall mean the Contractor's employee that is responsible for supervising the Contractor's Collection Services in the City. 1.41 First Operating Year shall mean the period beginning on February 1, 2015 (i.e., the Commencement Date) and continuing through and including September 30, 2015. 1.42 Franchise Fee shall mean the fee paid by the Contractor for the exclusive right to provide certain Collection Services in the City, and for the other rights and benefits vided to the Contractor under this Agreement. 1.43 Garbage shall mean all kitchen and table food waste, and animal or vegetative waste that is attendant with or results from the storage,preparation,cooking, or handling of food materials. 1.44 Garbage Can shall mean any commonly available metal or heavy-duty plastic container for Solid Waste that has an enclosed bottom and sides, a tight fitting lid or top, handles on the sides, and a capacity of approximately thirty-five (35)gallons or less. 1.45 Garbage Cart shall mean a Ga age container that is made with heavy-dut plastic or other impervious material, with an enclosed ottom and sides, mounted on two wheels, equ ped with a tight- fitting hinged lid, having a capacity of approximately one hundred (100) gallons or less, and used for the automated or semi-automated Collection of Garbage and Rubbish. 1.46 Hazardous Waste shall mean Solid Waste, or a combination of Solid Wastes, which, because of its quantity, concentration, or physical, chemical, or infectious characteristics, may cause, or significantly contribute to, an increase in mortality or an increase in serious irreversible or incapacitating reversible illness or may pose a substantial present or potential hazard to human health or the environment when improperly transported, disposed of, stored, treated, or otherwise managed. Hazardous Waste includes any material or substance identified as a hazardous waste, hazardous substance, or hazardous material in the Florida Administrative Code, Florida Statutes, or other Applicable Law. 1.47 Holiday shall mean day when the Contractor does not need to provide Collection Service to Residential Customers. The ly Holidays are Thanksgiving Day and Christmas Day (December 25), unless the City Contractor mut the ually agree to add additional Holidays. 1.48 Improved Property shall mean any cleared, graded or drained real property upon which a building or structure is erected and occupied or capable of being occupied (i.e., a Certificate of Occupancy has been issued) for residential, commercial, institutional or industrial use. 1.49 Indemnified Loss sh mean all actual costs, losses, damages, expenses, and liabilities that a City Indemnified Party incurs or suffers pursuant to or in connection with any act, omission or negligence on the part of the Contractor or any of its agents, employees, or subcontractors in the execution or performance of the Contractor's obligations under or incidental to this Agreement. Such costs include but are not limited to attorneys' fees, court costs, and expert witness fees in trial, appellate, mediation, and bankruptcy proceedings. An Indemnified Loss includes but is not limited to: (a) any bodily injury, sickness, disease, or death; (b) any violation of Applicable Law (including workers' compensation laws, environmental laws, and health and safety laws) or any common law duty; (c) any actual or alleged infringement of any intellectual rights or property of any Person; (d) any pollution in violation of Applicable Law or damage or destruction to property,natural resources, or the environment; (e) any lawsuit resulting 5 from or challenging the designation by the Contractor of any document or material as exempt from public disclosure; (f) any lawsuit resulting from or challenging the City's decision to award this Agreement to the Contractor; and (h) defending, settling, prosecuting, investigating, or participating in (as a witness or otherwise) any proceeding that arises out of or pertains to any of the foregoing; in each case, without regard to or limitation by the amount or type of benefits, damages, or compensation payable by or for the Contractor, any subcontractor, or any subcontractor of a subcontractor under any Applicable Law (including employee benefits, disability benefits, and workers' compensation laws). 1.50 Interest shall mean a payment by the City or the Contractor for the use of money, which shall be set at a percentage rate determined pursuant to Section 55.03(1), Florida Statutes. 1.51 Land Clearing Debris shall mean the trees,tree trunks, limbs, stumps, bushes, vegetation, rocks, soil, and other materials resulting from a land clearing or lot clearing operation. 1.52 Legitimate Complaint shall mean any complaint4by a Customer or the City in a case where the applicable requirements of this Agreement conce * the Collection of Solid Waste and Source Separated Recyclable Material were not satisfied by the retractor. 1.53 Load shall mean the Solid Waste, Recyclable Material, and oNFacilit is collected and transported in a Collection vehicle. 1.54 Materials Recovery Facility shall mean a%Solid W4eanagement hat provides for t he extraction from Solid Waste of Recyclable Materials, materials suitable for use as a fuel or soil amendment, or any combination of such materials. 1.55 Mechanical Container shall mean a dumpster, Roll-Off Container, Compactor, or other large container that is placed on and removed from a Person's Premises with mechanical equipment, and used for the Collection of Solid Waste or Source Separated Recyclable Mrials. 1.56 Missed Collection shall mean any occasion when the Contractor fails to provide Collection Service to wCustomer on a Scheduled Collection Day in compliance with the requirements in this Agreement. 1 1.57 Multi-Family Collection Service shall mean the collection of Residential Waste from Multi- Family Dwellings pursuant to this Agreement. 'IRW IV 1.58 Multi-Family Dwelling shall mean apartments, condominiums, and other structures that have five (5) or more Dwelling Units under one roof. 1.59 New Customerhall mean a Person occupying Improved Property that did not receive Collection Services from the City's franchised hauler during the prior year. 1.60 Non-Collection Notice shall mean a written form,tag, or sticker that is used by the Contractor to notify a Customer of the reason(s) why the materials Set Out by the Customer were not collected by the Contractor. 1.61 Non-Conforming Material shall mean any material that is Set Out for Collection in a Recycling Container,but is not a Recyclable Material. 1.62 Operating Day shall mean any calendar day, except Sundays and Holidays, beginning June 1, 2015 and each day thereafter throughout the term of this Agreement. 6 1.63 Operating Month shall mean a calendar month, beginning February 2015 and each month thereafter throughout the term of this Agreement. 1.64 Operating Year shall mean each period of twelve (12) consecutive months, beginning on October 1 and ending on September 30 of the following year, during the term of this Agreement; however,the First Operating Year shall begin on February 1, 2015 and end on September 30, 2015. 1.65 Optional Benefits shall mean additional benefits or services that the Contractor offered to the City, which are in addition to the benefits and services that must be provided to the City under the City's RFP (City RFP No. 2014-38). 1.66 Ordinances shall mean the City's Code of Ordinances. 1.67 OSHA shall mean the Occupational Safety and Hea ct and all implementing regulations. 1.68 Performance Bond shall mean the financial security furniNshh Contractor as a guarantee that the Contractor will perform its work and pay all lawful claimce with t he terms of this Agreement. 1.69 Person shall mean any and all persons, natural or artificial, includin individual, firm, partnership,joint venture, or other association, however organized; any municipal vate corporation organized or existing under the laws of the State of Florida or any other state; any C. or municipality; and any governmental agency of any state or the federal government. 1.70 Plastic Bag shall mean a heavy-duty plastic or biodegradab&4g that has a drawstring at the top and a capacity of approxi y (40)gallons or less,that is designed o be used for the Collection of Solid Waste. 1 ­9% 1.71 Premises shall mean Improved Property. 1.72 Radioactive Waste shall mean any equipment or materials that are radioactive or have radioactive contamination, and are required by law to be stored, treated, or disposed of as radioactive waste. 1.73 \Rhall mean th es an es approved by the City for the Contractor's Collection Servic 1.74 Recovered Materials sha mean metal,paper,glass,plastic,textile, or rubber materials that have known Recycling potential, can be feasibly recycled and have been diverted and source separated or have been removed from the Solid Waste stream for sale, use or reuse as raw materials, whether or not the materials require subsequent processing or separation from each other, but does not include materials destined for any use that constitutes disposal. Recovered Materials as described above are not Solid Waste. Recovered Materials do not include any material or substance that does not fit within one of the six categories described in this definition (metal, paper, glass, plastic, textile, or rubber). Among other things,unsorted Construction and Demolition Debris is not a Recovered Material. 1.75 Recyclable Materials shall mean those materials that are capable of being recycled and would otherwise be processed or disposed of as Solid Waste. 7 1.76 Recycling shall mean any process by which materials that would otherwise have been Solid Waste, are collected, separated, or processed and reused or returned to use in the form of raw materials or products. 1.77 Recycling Bin shall mean a rectangular bin that is made of heavy-duty hard plastic or other impervious material and used for the Collection of Source Separated Recyclable Materials. 1.78 Recycling Cart shall mean a container that is made of heavy-duty hard plastic or other impervious material, with enclosed sides and a bottom, mounted on two wheels, equipped with a tight- fitting hinged lid, and used for the automated or semi-automated Collection of Source Separated Recyclable Materials. 1.79 Recycling Container shall mean any container approved by the Administrator for the Collection of Recyclable Materials,including but not limited to Recych Bins d Recycling Carts. 1.80 Residential Collection Service shall mean the Collection of ential Waste from Residential Property, including Multi-Family Dwellings,pursuant to this Agreement. 1.81 Residential Customer shall mean a Person hat is entitled to receive%Us ntial Collection Service. 1.82 Residential Customer List shall mean a list tha i enti ies the Dwelli in the Service Area that are entitled to receive Residential Collec *on Service from the Contractor. 1.83 Residential Property shall mean each p eel of Impro roperty that is included in the Residential Customer List. Residential Property generally includes e arcel of Improved Property in the Service Area on which there is a Dwelling Unit, including a singl -family Dwelling Unit, duplex, triplex, quadraplex, mobile home, or Multi-Family Dwelling; however, the Administrator may determine that some parcels of Improved Property with Dwelling Units (e.g., mixed use buildings that are predominantly commercial) 11 b e uded fro he Residential Customer List and treated as Commercial Property. 1.84 Residential Waste shall mean GarbaS h, Yard Waste, Recyclable Materials, and Bulky Waste generated by a Customer upon the Cussidential Property. 1.85 Roll'Off Container shall mean a lar metal container used for the Collection of Solid Waste or Source Separated Recyclable Materials, which is rolled-off of a motor vehicle when the container is placed at a Collection site and then rolled onto the vehicle when the container is ready to be transported to a Solid Waste Management Facility. 1.86 Rubbish shall mean waste material (other than Garbage,Yard Waste, and Bulky Waste) resulting from normal housekeeping activities on Residential Property. Rubbish includes but is not limited to discarded trash, rags, sweepings, packaging, Recyclable Materials that are not source separated, and similar materials. 1.87 Scheduled Collection Day shall mean a day when the Contractor is scheduled to collect a Customer's Source Separated Recyclable Materials or one of the other components of the Customer's Residential Waste. 1.88 Service Area shall mean the incorporated area of the City. 8 1.89 Set Out shall mean the preparation and placement of Solid Waste and Source Separated Recyclable Materials for Collection at the Customer's Premises in accordance with the requirements in this Agreement. 1.90 Side Door Service shall mean the Collection of Solid Waste and Source Separated Recyclable Materials from a Residential Customer's side yard, back yard, or other location that is not Curbside. Side Door Service is a Special Collection Service. 1.91 Sludge shall mean the accumulated solids, residues and precipitates generated as a result of waste treatment or processing including wastewater treatment, water supply treatment, or operation of an air pollution control facility, and mixed liquids and solids pumped from septic tanks, grease traps, privies, or similar disposal appurtenances or any other waste having similar characteristics. 1.92 Solid Waste shall mean Sludge unregulated under the federal Clean Water Act or Clean Air Act, Sludge from a waste treatment works, water supply treatment plant, or air pollution control facility, or Garbage, Rubbish, refuse, special waste, or other discarded material, including solid, liquid, semi-solid, or contained gaseous material resulting from domestic, industrial, commercial, mining, agricultural or governmental operations. Solid Waste includes but is not limited to Biomedical Waste, Bulky Waste, Commercial Waste, Construction and Demolition Debris, Disaster Debris, Electronic Equipment, Garbage,Hazardous Waste, Land Clearing Debris, Radioactive Waste, Recyclable Mat rials that have not been source separated, Residential Was ubbish,White Goods,and Yard Waste. 1.93 Solid Waste Management Faci i v means any Solid Waste disposal area, volume reduction plant, transfer station, Materials Recovery Facility, or other facility, the purpose of which is resource recovery or the disposal, Recycling, processing, or storage of Solid Waste. The term does not include Recovered Materials processing facilities that meet the requirements of Section 403.7046, Florida Statutes, except the portion of such facilities, if any,which is used for the management of Solid Waste. 1.94 Source Separated Rec clabl Materials s 11 mean Recyclable Materials that are separated from the Solid Waste at the locatio they ar crated (e.g., Residential Property) and then Set Out for Collection at that location. 1.95 pecial Collection Service s all mean e llection of discarded material in response to a Customer's request, at times other than the Customer's Scheduled Collection Day for such material, or in quantities that are greater than the amounts authorized herein for Collection on the Customer's Scheduled Collection Day. Special Collection Service also includes any services requested by a Customer that are in addition to or different than the normal Collection Service provided to similar Customers. The City also may request Special Collection Services,in addition to the Collection Services it normally receives. 1.96 Tipping Fee shall mean a fee that is paid for the disposal of Solid Waste. 1.97 Transfer Station shall mean the County's transfer station located at 1901 SW 4th Avenue, Delray Beach, Florida, which is leased to the Authority and used to receive, temporarily store, and then load Solid Waste into vehicles for transport to the Authority's facilities. 1.98 Transition Period shall mean the period of time between the Effective Date and June 1, 2015. 1.99 Transition Plan shall mean a document describing in detail the activities that will be undertaken, and the schedule that will be followed, by the Contractor to ensure that the Contractor successfully provides Collection Service in compliance with this Agreement. 9 1.100 White Goods shall mean large discarded appliances, including but not limited to refrigerators, ranges, washing machines, clothes dryers, water heaters, freezers, and air conditioners.White Goods must be generated by the Customer at the Customer's Improved Real Property where the White Goods are collected. 1.101 Yard Waste shall mean any vegetative matter resulting from yard and landscaping maintenance, including but not limited to shrub and tree trimmings, grass clippings,palm fronds, and branches. 2. CONTRACTOR'S FRANCHISE 2.1 EXCLUSIVE FRANCHISE FOR RESIDENTIAL AND MERCIAL COLLECTION SERVICE Subject to the conditions and limitations contained in this Agreement, the Contractor is hereby granted an exclusive franchise to provide Residential Collection Service and Commercial Collection Service in the Service Area. The Contractor's franchise includes the exclusive right to collect: (a) Garbage, Rubbish, Yard Waste, Bulky Waste, and Source Separated Recyclable Materials that are generated on Residential Property and collected at Curbside; (b) Garbage, Rubbish, Bulky Waste, and Source Separated Recyclable Materials that are generated on Residential Property where the Garbage and Rubbish are collected in Mechanical Containers; and (c) Garbage, Rubbish, and Bulky Waste generated on Commercial Property The Contractor shall have the sole right to provide these Collection Services in the Service Area. The Contractor shall have the sole responsibility for providing these Colle tion Services in compliance with the requirements set forth in this Agreement. 4 2.2 NON-EXCLUSIVE FRANCHISE FOR SOURCE SEPARA RECYCLABLE MATERIALS GENERATED ON COMMERCIAL PR RTY Subject to the c ditions and limitations con ained in this Agreement, the Contractor is hereby granted a non-exclusive franchise for the Collection of Source Separated Recyclable Materials generated on Commercial Property in the Service Area. At its option, the City may grant any other Person a non-exclusive franchise for the Collection of Source Separated Recyclable Materials generated on Commercial Property in the Service Area. 2.3 LIMITATIONS ON THE CONTRACTOR'S FRANCHISE This Agr nt only grants a franchise for the services and types of Solid Waste that are explicitly*ddressed herein No other services or materials are subject to the Contractor's franchise under this Agree nt. Section 21, below, identifies some of the materials that are not subject to the Contractor's franchise. 3. TERM OF THIS AGREEMENT 3.1 INITIAL TERM OF FRANCHISE AGREEMENT This Agreement shall take effect and be binding upon the parties from the Effective Date until the date when this Agreement is terminated or expires. The initial term of this Agreement shall begin on the Effective Date and continue through and including September 30, 2022, unless this Agreement is terminated earlier. 3.2 CITY'S OPTION TO RENEW THE AGREEMENT 10 At the end of the initial term and at the end of each renewal term (if any),the City shall have the right to renew this Agreement for an additional one (1) year period, unless the Contractor gives written notice to the City Manager that the Contractor is not willing to renew this Agreement and such notice is delivered at least three hundred and sixty (360) calendar days before the end of the then current term of the Agreement. With regard to the initial term and each renewal term (if any), the City shall give written notice to the Contractor at least one hundred eighty (180) calendar days before the end of the then current term if the City wishes to renew this Agreement. Each renewal term shall be one year in duration,unless the City and Contractor mutually agree to a longer term. Notwithstanding the City's right to renew this Agreement, the cumulative duration of all renewal terms shall not exceed five (5) years. During each renewal term (if any), the City and the Contractor shall be subject to the con diti and limitations that are contained herein,unless the City and the Contractor agree otherwis 4. THE SERVICE AREA 4.1 DESCRIPTION OF THE SERVICE ARE The Service Area includes all of the la ated within the incorp areas of the City. A general map of the Service Area is provide ibit 1. 4.2 ADJUSTMENTS TO THE S CE AREA The boundaries of the Service Area may be adjusted i ands are added to or removed from the City pursuant to an annexation, interlocal agreement, or similar change. In such cases,the rights of the Contractor ma be revised in accordance with Section 062 Florida Statutes, or other Applicable Law The annexation o lands after the Effective Date may requi e Contractor to provide Collection Services in the annexed area or, in the alternative, such area may be served by another Person. In either case,the Contractor shall provide its services to the City(with or without the annexed area) for the lates established in this Agreement. The shall be no change in the Contractor's Rates if W ction Service in the annexed area is pro vi e y another Person. 5. CONTRNENCNT BLIGATIONS PRIOR TO C M D E 5.1 CONTRA 'S TRANSITION PLAN Contractor shall ensure that there is no disruption experienced by Customers when the Contractor begins to provide its services under this Agreement on the Commencement Date. Accordingly, Contractor shall prepe and provide a Transition Plan to the Administrator promptly after the Effective Date. At a minimum,the Transition Plan shall demonstrate that the Contractor will hire and train the necessary personnel, and procure and prepare the necessary vehicles and equipment, prior to the Commencement Date. The Transition Plan also shall explain how and when the Contractor will provide Collection Containers to Customers prior to the Commencement Date. The Transition Plan is subject to the approval of the Administrator. If requested at any time, the Contractor shall provide additional information to the Administrator concerning the Transition Plan, revise the plan within twenty (20) calendar days, and resubmit the plan for the Administrator's approval. 11 5.2 DEADLINES FOR THE CONTRACTOR'S TRANSITION PLANNING The Contractor shall provide its Transition Plan to the Administrator on or before January 30, 2015. At a minimum, the Contractor shall address the following specific performance requirements in the Transition Plan and shall accomplish them no later than the following deadlines: (a) On or before February 13, 2015, Contractor and City shall meet and discuss the Contractor's Transition Plan and any other matters that will help ensure the successful implementation of the Contractor's Transition Plan. (b) On or before March 2, 2015, Contractor shall provide the Administrator with a Collection Plan, pursuant to Section 23, below, which shall be subject to the approval of the Administrator. (c) On or before March 16, 2015, Contractor shall provide the Administrator with documentation demonstrating that all necessary Collection vehicles, equipment, and Collection Containers have been ordered and will be delivered t Contractor's equipment yard no later than May 15, 2015. (d) On or before April 1, 2 Contractor shall provide the Administrator with a plan for the assembly and distribut Garbage Carts and Recycling Carts that will be provided to the Customers. (e) On or before April 15, 201 Contractor shall provide the Administrator with a written safety plan covering all aspects of the Contractor's operations under this Agreement, in compliance with the requirements of Section 22, below. The Contractor also shall provide the Administrator with a Contingency Plan,pursuant to Section 37.4,below. (f) On or before May 1, 2015, the Contractor shall have its supervisors, drivers, and other relevant personnel familiarize themselves with the proposed routes and schedules for providing Collection Service, and they shall drive each street on each route to ensure that the proposed routes an,chedules are appropriate. (g) On or before May 1, 201 Contractor shall provide the Administrator with electronic (digital) copies of the notices, brochures, and informational material the Contractor intends to provide to Customers concerning the Collection Services it will provide under this Agreement. The notices, brochures, and informational materials shall be designed to satisfy the requirements in Section 35, below. The notices, brochures, and informational materials shall be subject to the Administrator's approval and shall be delivered in compliance with the requirements in Section 35. (h) On or before May 15, 2015, Contractor and the Administrator shall meet and discuss the status of Contractor's Transition Plan and its implementation. (i) On or before May 15, 2015, the Contractor shall confirm in writing to the Administrator that all of the vehicles and equipment necessary to provide Collection Service have been delivered to the Contractor's equipment yard. In addition, Contractor shall confirm in writing to the Administrator that all of the Collection Containers necessary to provide Collection Service have been delivered to the Contractor's equipment yard and will be 12 delivered to Customers in accordance with the Contractor's approved schedule for the distribution of the Collection Containers. (j) On or before May 20, 2015, Contractor shall confirm in writing to the Administrator that all of the vehicles necessary to provide Collection Service have been registered, licensed, tagged, and equipped, and are ready to perform in compliance with the requirements of this Agreement. (k) On or before May 20, 2015, Contractor shall provide the Administrator with: (a)a vehicle list that identifies the make, model, year, tare weight, license tag number, and identification number for each Collection vehicle; and (b) a list of all of the Mechanical Containers that will be used by the Contractor under this Agreement. The list of Mechanical Containers shall include the identification number and capacity of each Mechanical Container. (1) On or before May 27, 2015, Contractor shall confirm in writing to the Administrator that: (1) the Contractor has delivered the City-approved notices, b chures, and informational materials to all of the Customers in compliance with this Agreement; (2) Contractor has hired and trained all of the employees needed to provide Collection Service in compliance with the requirements in Agreement; and (3) all of the Contractor's drivers have inspected their Collection tes and confirmed their ability to complete their routes on the Scheduled Collection Days. (m) On or before May 31, 2015, Contrac or shall confirm in writing to the Administrator that it has delivered all of the Collection Containers needed to provide Collection Service in comp; with thi Agreement. 6. GENE L SCOPE OF CONTRACTO DUTIES AFTER COMMENCEMENT DATE This Section e the gen scope o e Contr is duties under this Agreement. The general requirelments in this tion 6 are supplemented by the specific requirements in other sections of this Agreement. Subject to the conditions con ined herein,the Contractor shall: (a) provide Reside Collect ervice and Commercial Collection Service in the Service Area; Ib (b) deliver all of the Residential Waste, Commercial Waste, and Source Separated Recyclable Materials it collects under this Agreement to the Designated Facilities; (c) comply at all Blues with the requirements in this Agreement and Applicable Law; (d) provide all labor, services, supervision,materials,and equipment necessary to accomplish the Contractor's work under this Agreement; and (e) perform all of its work under this Agreement at Contractor's sole expense, in exchange for the payments by the City and Customers that are authorized herein. 13 7. CONTRACTOR'S SPECIFIC COLLECTION SERVICES 7.1 GENERAL REQUIREMENTS FOR RESIDENTIAL COLLECTION SERVICE AT CURBSIDE The Contractor shall provide the following Residential Collection Services to each Residential Customer that resides in: (a) a single family Dwelling Unit; (b) a duplex; (c) a triplex; (d) a quadraplex; (e) a mobile home; or (f) a Multi-Family Dwelling that cannot receive Collection Service with a Mechanical Container, as determined by the Administrator. 7.1.1 The Contractor shall collect each Customer's Garbage and Rubbish at the Curbside twice each week. The Contractor shall provide this service by using automated or semi-automated equipment and Garbage Carts, except in the areas designated by the City for the Collection of Garbage and Rubbish in Plastic Bags. Exhibit 1 identifies the Residential Property wheontractor sh collect Garbage and Rubbish that is Set Out in Plastic Bag 7.1.2 The Contractor shall collect Source Se d Recyclable Materials at the Curbside once each week. The Contra or shall pro his service by using Recycling Bins provided by the Authority. 7.1.3 The Contractors all t each Cus s Bulky Waste and Yard Waste at the Curbside once each wee . 7.1.4 Except as otherwise expressly provided herein,the Contractor shall collect all of the Garbage, Rubbish, Yard Waste, Bulky Waste, an Source Separated Recyclable Materials that are et Out at Curbside by each Customer. Ift 7.1.5 The Contractor shall collect all of the Garbage and Rubbish that is Set Out at Curbside in a Customer's Garbage Cart(s). On the first Scheduled Collection Day for Garbage and Rubbish after a Holiday, the Contractor also shall collect all of the Garbage and Rubbish that is Set Out by a Residential Customer in Plastic Bags. If a Customer with a Garbage Car Sets Out Garbage and Rubbish in Plastic Bags or Garbage Cans at other times,the Contractor may leave the Plastic Bags and Garbage Cans at Curbside. If the Contractor does, the Contractor shall place a Non- Collection Notice on the Plastic Bags and Garbage Cans and the Contractor shall mply with the requirements in Sections 15.1 and 15.5,below. 7.2 RESIDENTIA L ECTION SERVICE AT CURBSIDE FOR RECYCLABLE MATERIALS The Contractor shall collect all of the Source Separated Recyclable Materials that Residential Customers Set Out in Recycling Bins or paper bags at Curbside. The Contractor also shall collect the cardboard that is Set Out at Curbside if the cardboard is folded or cut into pieces no larger than three (3) feet by three (3) feet in size. At a minimum, the Contractor shall collect all of the following Source Separated Recyclable Materials: (a) newspapers, cardboard, magazines, phone books, paper, cereal boxes, and other similar fiber products; (b) ferrous and nonferrous cans and beverage containers; (c) plastic bottles and containers (Nos. 1 through 7); (d) glass bottles and containers; (e) aseptic or poly-coated food and beverage containers; (fl any other Source Separated Recyclable Materials that are accepted and recycled by the Authority's facilities; and (g) other Recyclable Materials designated by the Administrator and approved by the Contractor. 14 The City currently collects Source Separated Recyclable Materials in a"dual stream"—i.e.,paper and fiber products are collected in one Recycling Bin and a second Recycling Bin is used for the Collection of other Recyclable Materials, including aluminum cans, metal cans, plastic bottles, and glass bottles. When the Contractor collects Source Separated Recyclable Materials at the Curbside, the Contractor shall place these two different categories of Recyclable Materials into separate compartments in the Contractor's Collection vehicles. 7.3 RESIDENTIAL COLLECTION SERVICE AT CURBSIDE FOR BULKY WASTE 7.3.1 The Contractor shall collect all of the Bulky Waste that is Set Out at Curbside by Residential Customers, except as provide in Section 7.3.2. There is no size or weight limit for any item of Bulky Waste 7.3.2 If a Residential Customer places traction and Demolition Debris at the Curbside, the Contractor shall gollect the Construction and Demolition Debris as Bulky Waste, but the Contractor is not required to collect more than two (2) cubic yards of Construction and Demolition Debris from any Residential Customer on any Scheduled Collection Day. If a Residential Customer Sets Out more than two (2) cubic yards of Construction and Demolition Debris for Collection, the Contractor shall collect at least two (2) cubic yards of the Customer's Construction and Demolition Debris on the Scheduled Collection Day for Bulky Waste, but the Contractor may leave the remainder. If the Contractor elects to leave some of the Construction and Demolition Debris at Curbside: (a) the Contractor shall return each Scheduled Collection Day thereafter and coll ct a minimum of two (2) cubic yards of the Customer's Construction and Demo Debris each time until all of the Construction and Demolition Debris is removed; and (b) the Contractor shall place a Non-Collection Notice on the remaining materials or on the Customer's door knob, incompliance with Section 15.1,below. 7.4 RESIDENTIAL COLLECTION SERVICE AT CURBSIDE FOR YARD WASTE 'Vontractor ctor shall collec�theYa Wa ste that is Set Out at Curbside by each Customer. The Contractor shall not collect Yard Waste with Bulky Waste in hicle; Bulky Waste and Yard Waste shall be collected in separate vehicles. 7 is not required to collect more than six (6) cubic yards of Yard Waste dential Customer in one day. If a Residential Customer Sets Out more than six (6) cubic yards of Yard Waste for Collection,the Contractor shall collect at least six (6) cubic yards of the Customer's Yard Waste on the Scheduled Collection Day for Yard Waste, but the Contractor may leave the remainder. If the Contractor leaves some of the Yard Waste at Curbside, the Contractor shall return each Scheduled Collection Day thereafter and collect a minimum of six (6) cubic yards of Yard Waste each time until all of the Yard Waste is removed. 7.4.3 Yard Waste may be Set Out at Curbside in Garbage Cans, Garbage Carts, biodegradable bags, or Plastic Bags. Yard Waste also may be tied, bundled, or stacked in piles at Curbside. 7.4.4 With regard to the Yard Waste that is Set Out at Curbside, the Contractor shall collect: (a) each palm frond, regardless of the length or weight of the palm frond; and (b) each 15 natural Christmas tree, unless the Christmas tree exceeds eight (8) feet in length or fifty (50) pounds in weight. With regard to other types of Yard Waste, the Contractor is not required to collect any single piece of Yard Waste that exceeds six (6) feet in length or fifty (50)pounds in weight. The Contractor also is not required to collect Land Clearing Debris. 7.4.5 If the Contractor elects to leave any Yard Waste or Land Clearing Debris at Curbside,the Contractor shall place a Non-Collection Notice on the remaining material or on the Customer's doorknob, in compliance with Section 15.1,below. 7.5 RESIDENTIAL COLLECTION SERVICE AT CURBSIDFFOR TIRES The Contractor shall collect automobile tires that are Set Out at Curbside for Collection as Bulky Waste, but the Contractor is not required to collect more than two (2) tires from any Residential Customer on any Operating Day. The Contractor is not required to collect more than four (4) tires from any Residential Customer in any2perating Year. A Non-Collection Notice shall be provided to the Customer in compliance with Section 15.1 if the Contractor leaves any tires at the Customer's Premises. IL 7.6 RESIDENTIAL COLLECTION SERVIC CUR FOR EXCESS AND OVERSIZED MATERIALS This Agreement does not reqtre he Contractor to ollect the following materials at Curbside from any Residential Customer on a single Operating Day: (a) Yard Waste that exceeds six (6) cubic yards; (b) Construction and Demolition Debris that exceeds two (2) cubic yards; (c) more than two (2) tires; d) any item of Yard Waste that exceeds the size and weight limits in Section 7.4.4, above. At its option,however,the Contractor may collect such materials as part of its routine Collection Service for Residential Customers. Contractor also may collect such materials as a Special Collection Service. However, the Contractor shall not charge a separate fee for the Collection of these materials, unless the Customer agreed to pay the applicable Rate before the Contractor provided its Special Collection Service. The Contractor shall bill and lect its Rates directly with the Customer for any Special Collection Service. 7.7 RESIDENTIAL SIDE DOOR SERVICE 7.7.1 The Contractor shall provide Side Door Service to any Residential Customer that requests and pays for such service. The Contractor shall offer Side Door Service for the Collection of Garbage, Rubbish, and Source Separated Recyclable Materials, but the Contractor is not required to offer Side Door Service for the Collection of Yard Waste or Bulky Waste. 7.7.2 The Contractor shall provide Side Door Service to a Residential Customer, without charging its Rate for Side Door Service, if the Administrator determines that the Residential Customer is physically unable to deliver its Garbage, Rubbish, and Recyclable Materials to the Curbside and there are no able-bodied people living with the Residential Customer. The Administrator shall require a letter or other documentation from a physician before the Administrator concludes that a Residential Customer is physically unable to use Curbside Collection Service. 7.8 RESIDENTIAL COLLECTION SERVICE FOR MULTI-FAMILY DWELLINGS 16 The Contractor shall provide the following services to each Customer that resides in a Multi- Family Dwelling,unless the Customer receives Collection Service at Curbside: 7.8.1 All of the Customer's Garbage and Rubbish shall be collected at the Customer's Premises at least two (2)times each week. 7.8.2 Reserved. 7.8.3 If a Customer at a Multi-Family Dwelling generates less than two (2) cubic yards of Garbage and Rubbish each week, the Customer may Set Out its Garbage and Rubbish in Garbage Carts. 7.8.4 The Contractor shall provide Recycling Carts or other centrally located Recycling Containers for those Customers that reside in Multi-Family Dwellings and use Mechanical Containers for the disposal of Garbage and Rubbish. The Contractor shall collect all of the Source Separated Recyclable Materials that are placed into the Recycling Containers. The Contractor also shall collect cardboard that has been placed next to the Recycling Containers. Source Separated Recyclable Materials shall be collected at least once each week at ch Multi-Family welling. 7.8.5 The Contractor shall collect all of the Bulky Waste that is p outside of the Mechanical Containers (if any)used at a Multi-Family Dwelling. Bulky Waste shall be collected at least once each week at each Multi-Family Dwelling. 7.9 COLLECTION OF GARBAGE AND RU tofthe ROM C MERCIAL PROPERTY 7.9.1 The CWractor shall collect all Ga nd ubb ish that is Set Out by each Commercial Customer in the e Are his Collection Service shall be provided at least once each week for each Commercial Customer. This service shall be provided at least twice each week for each restaurant, grocery store, and other Commercial Customer that generates significant quantities of Garbage, unless the dministrator approves a different schedule for Collection. The C for shal se Mechanical Containers to provide Commercial Collection Service Garba d Rubbish. However, the Contractor shall allow a Commercial Customer et Out its Garbage and Rubbish in Garbage Carts if the ommercial Womer generates less than two (2) cubic yards of waste each week. 7.10 COLLECTI N OF SOURCE SEPARATED RECYCLABLE MATERIALS FROM COMMERCIAL PROPERTY The Contractor shall collect Source Separated Recyclable Materials from Commercial Property when such service is requested by a Commercial Customer. The Contractor may offer to collect Source Separated Recyclable Materials from any Person that owns or occupies Commercial Property. 7.11 COLLECTION OF CONSTRUCTION AND DEMOLITION DEBRIS,BULKY WASTE AND YARD WASTE FROM COMMERCIAL PROPERTY The Contractor shall collect Construction and Demolition Debris, Bulky Waste, and Yard Waste, if a Commercial Customer requests the Contractor to collect these materials. However, the 17 Contractor shall not have the exclusive right to collect Construction and Demolition Debris, Bulky Waste, or Yard Waste from Commercial Customers in the Service Area. 7.12 SPECIAL COLLECTION SERVICE The Contractor may provide Special Collection Services for Residential Customers and Commercial Customers. The Special Collection Services for Residential Customers include but are not limited to Side Door Service pursuant to Section 7.7, the collection of excess and oversized material pursuant to Section 7.6, and the collection of any type of Solid Waste on a day that is not the Customer's Scheduled Collection Day for that type of waste. Similarly, the Contractor may provide Special Collection ServiceAi, ial Customers, including but not limited to the services identified in Exhibit 3D. 7.13 OPTIONAL BENEFITS AND SERVICES The Contractor shall provide additional services mpliance with the requirements in Exhibit 13. These services were proposed by e Contracor in its response to the City's RFP (RFP No. 2014-38) and constitute Optional Benefits for the City. These Optional Benefits are a material inducement to the City. 8. HOURS AND DA OF CONTRACTO 'S COLL ON SERVICES 8.1 The Contractor may provide Collection Service to NResidCustomers every day of the year except Sundays and Holidays. The Contractor upon request shall provide, Collection Services to Commercial Customers ee year, except Sundays and Holidays. 1W& It 8.2 The Contractor shall not provide Residential Collection Service or Commercial Collection Service at any location before 6:00 a.m. or after 6:00 p.m. The Contractor shall not provide Collection Service for Multi-Family Dwellings before 7:00 a.m. The Contractor shall not provide Collection Service with a Mechanical Container at any location within one hundred fifty *lto)ey ards of a residential Dwelling Unit before 7:00 a.m. 8.3 City rece ives c laints t the noise or disturbance caused by the Contractor's 7 Collection Services at a articular cation the Administrator may restrict the times for the Contractor's llection Services at that location,without increasing the Contractor's Rates. 8.4 Notwithstandin oh* else contained herein,the hours and days of Collection Service may be extended or modi when such change is requested by the Contractor and approved in advance by the Adator and (b) when the Administrator determines that such change is necessary or otherwise appropriate. 9. SCHEDULES AND ROUTES FOR COLLECTION SERVICES 9.1 SCHEDULES AND ROUTES The Contractor shall establish Collection routes and schedules that satisfy the requirements of this Agreement and maximize the efficiency of the Contractor's operations. The routes established 18 under this Agreement shall be separate from the routes the Contractor uses for the Collection of Solid Waste generated outside of the Service Area(e.g., in the unincorporated area of Palm Beach County or another municipality). The Contractor shall submit its proposed routes and schedules to the Administrator as part of the Collection Plan that is required pursuant to Section 23, below. After the Contractor's Collection Plan is approved, the Contractor shall provide Collection Service in accordance with the approved routes and schedules in the Collection Plan. 9.2 SCHEDULED COLLECTION DAYS FOR BULKY WASTE,YARD WASTE,AND SOURCE SEPARATED RECYCLABLE MATERIALS The Contractor shall collect a Residential Customer's Bulky Waste on the first Scheduled Collection Day each week for the Collection of that Customer's Garbage and Rubbish. The Scheduled Collection Day for a Residential Customer's Yard Waste may be either one of the two (2) Scheduled Collection Days each week for the Collection of that Customer's Garbage and Rubbish. The Scheduled Collection Day for a Residential Customer's Source Separated Recyclable Material may be either one of the two (2) Scheduled Collection Days each week for the Collection of that Customer's Garbage and Rubbish. 9.3 SCHEDULES FOR TWICE WEEKLY SERVICE Whenever the Contractor is required to provide any Collection Service two (2) times per week pursuant to this Agreement,the Scheduled Collection Days shall be seventy-two (72) hours apart, unless the Administrator approves a different schedule. 10. CHANGES TO COLLECTION HED S AND ROUTE SIDE NContrac SER E 10.1 NO CHANGES WITHOUT MIOR'S APPROVAL After the Commencement Date, the r shall n ot change a route or a schedule for Residential Collection Service until the Contractor receives the Administrator's written approval for the proposed change. The Contractor shall submit a description of all proposed route and schedule changes to the Administrator at least thirty (30) calendar days prior to the implementation of such changes. 10.2 HOLI SCHEDULES 10.2.1 The actor i t required to provide Collection Service on Thanksgiving Day or Christ y. 10.2.2 If a Residen Customer receives Collection Service at Curbside, and the Customer's Scheduled Collection Day for Garbage falls on a Holiday, the Contractor may delay the Collection of the Customer's Garbage until the first Scheduled Collection Day for the Collection of the Customer's Garbage following the Holiday. Consequently, the Customer will receive Collection Service for Garbage only one time during the week of the Holiday. 10.2.3 If a Residential Customer receives Collection Services at Curbside and the Customer's Scheduled Collection Day for Bulky Waste,Yard Waste, or Source Separated Recyclable Materials falls on a Holiday, the Contractor may delay the Collection of such material 19 until the next Scheduled Collection Day for that type of material. Consequently, the Customer will not receive Collection Service until the week after the Holiday. 10.2.4 If a Residential Customer receives Collection Service with a Mechanical Container and the Customer's Scheduled Collection Day for Garbage or Source Separated Recyclable Materials falls on a Holiday, the Contractor shall provide Collection Service to the Customer on the first Operating Day after the Holiday. 10.3 PUBLIC NOTICE OF CHANGES If the Administrator approves a change in the Contractor's schedules or routes, the Contractor shall provide all affected Customers with a written notice of the change and shall comply with the requirements in Section 35, below, unless different notice is authorized by the Administrator. 10.4 NOTICE OF TEMPORARY DELAYS The Contractor shall inform the Administrator about any event(e.g., disabled trucks, accidents, or shortage of staff) that will cause delays in the Contractor's normal CollNQU* hedule and the Contractor shall provide such notice within two (2)hours of the event. 10.5 NO DELAYS EXCUSED F FLUCTUATIONS IN SOLID WASTTITIES Th e quantity of Solid Waste generated in the City may fluctuate during an Operating Year and from year-to-year. These fluctuations will not justify or excuse a failure by the Contractor to provide Collectio Service in compliance with the approved schedules and routes. The Contractor is responsible for the timely Collection of all of the Solid Waste and Recyclable Material that is Set Out on the Scheduled Collection Days, subject to the conditions herein, regardless of any fluctuations in he amount of material that is Set Out. 1 NDATORY HA TO OLLECTION SERVICE 11.1 f Customer eive Collection Service with Mechanical Containers, the Contractor and Customer initially all determine the size of the Collection Container that will be used and the frequency of the Collection Service; however, Collection Service shall be provided at least once per week for all Customers and at least twice per week for all restaurants, grocery stores, and other Commercial Customers that generate significant quantities of Garbage, unless the Administrator approves less frequent Collection Service. The Contractor also may provide less frequent Collection Service for the Collection of Construction and Demolition Debris. 11.2 The City shall have the right to increase or decrease the frequency of Collection Service, and the size and number of the Collection Containers, used by any Customer. The size of the Collection Container and the frequency of Collection Service provided to a Customer shall be sufficient to ensure that the Collection Container is not overfilled and Solid Waste is not placed outside the Collection Container between Scheduled Collection Days. If necessary, the City may initiate a Code enforcement proceeding against the Customer to ensure that the Customer receives an appropriate level of service. If the Contractor and the Customer cannot agree about the size of the Collection Container or the frequency of Collection Service, the Contractor or the Customer may notify the Administrator about their dispute. In such cases,the City shall determine whether it is necessary to change the frequency of service or the size of the Collection Container, and the Contractor shall provide its service in compliance with the City's determination. The Customer 20 shall pay the appropriate Rates for the Contractor's Collection Service, whether the level of service is increased or decreased. 12. THE RESIDENTIAL CUSTOMER LIST 12.1 The City shall prepare a Residential Customer List, which identifies each Dwelling Unit that is entitled to receive Residential Collection Service from the Contractor pursuant to this Agreement. No later than the Commencement Date, the City shall provide its preliminary Residential Customer List to the Contractor. The preliminary Residential Customer List shall be based on the City's list of people and Improved Property that currently are included in the assessment roll used by the Authority to assess and collect a non-ad valorem special assessment for disposal services. The preliminary Residential Customer List shall be subject to any additions or deletions deemed appropriate by the City. If the Contractor believes the Residential Customer List is inaccurate or incomplete, the Contractor shall promptly notify the Administrator about any proposed additions, deletions, or other revision o the Residenti Customer List. 12.2 The Contractor shall have an affirmative duty to elp ensure that the Residential Customer List is accurate at all times. The Contractor shall notify the City within five (5) Operating Days if the Contractor begins to provide Residential Collection Service to a parcel of Improved Property that is not on the Residential Customer List. The Contractor also shall notify the City within five (5) Operating Days if the Contractor identifies a parcel of Improved Property that should be added to or deleted from the Residential Customer List. 12.3 The City shall notify the Contractor prompt y after(a) Nertificate of Occupancy is issued by the City for a new Dwelling Unit that should be added to the Residential Customer List and (b) the City begins to provide water service to such Dwelling Unit. After receiving this notification,the Contractor shall begin to provide Residential Collection Service to the Dwelling Unit within three (3) Operating Days, except as otherwise provided herein. 12.4 The City shall notify e Contractor if the City wants the Contractor to terminate its Residential Collection Service to a Dwelling Unit. The Contractor shall terminate its Residential Collection ervice within three (3) Operating Days after receiving the City's notice. qqw 12.5 he City shall update the Residential Customer List at least once each Operating Month. The City shall adjust the Residential Customer List to correspond with the occupancy of existing and new buildings, as well as the demolition of old buildings. Further, the Residential Customer List shall be revised to show that an existing Dwelling Unit is unoccupied if the City has temporarily or permanently terminated water service to the Dwelling Unit at the Customer's request. A new Dwelling Unit shall be deemed to be occupied when a Certificate of Occupancy has been issued and water service has been provided by the City. At a minimum, the updated Residential Customer List shall identify the changes in occupancy that occurred two (2) months before the update occurred. For example, when the list is updated in June of each year, the list should at least reflect the addition of new buildings and the demolition of old buildings in April of the same year. 21 13. PROPER COLLECTION PROCEDURES FOR CONTRACTOR 13.1 When providing Collection Services, the Contractor shall thoroughly empty the Customer's Collection Containers and return them in an upright position to the location where they were placed by the Customer. 13.2 After the Contractor empties a Collection Container that has a lid, the Contractor shall place the lid back on top of the Collection Container and close it securely. 13.3 The Contractor shall handle Collection Containers carefully and in a manner to prevent damage. Garbage Cans, Garbage Carts, Recycling Containers, and their lids shall not be tossed or thrown by the Contractor. 13.4 The Contractor shall provide Collection Servic i s little and disturbance as possible. 13.5 The Contractor shall be responsible for t er handling of any White Goods and Electronic Equipment that the Contractor collects. Contractor shall take appropriate steps to minimize the release of Freon, coolants, and other imilar materials from White Goods. Among other things,the Contractor shall not crush or compact any White Goods or Electronic Equipment that the Contractor collects, if such materials are Set Out separately for CollectjPn. However, a Customer is not required to remove Freon, coolants, or other similar materials from White Goods before the White Goods are Set Out, and the Contractor is not required to remove such materials from the White Goods before the White Goods are collected. Any item of Bulky Waste containing chlorofl orocarbons ("CFC") shall be delivered to the Authority's landfill or a scrap metal dealer. 14. REST ION COL TION O MIXED LOADS 14.1 During the Collection process, Garbage and Rubbish may be combined by the Contractor. 14.2 During the Collection process, the Contractor shall not combine Source Separated Recyclable Materials and Electronic Equipment with each other or with any other type of material. However, the Contractor shall have no obligation to separate these materials if the Customer placed them in a Collection Container with Garbage or other types of Solid Waste. If necessary, the Administrator may designate other materials that shall be handled separately under this Agreement. 14.3 During the C llection process, the Contractor shall collect Source Separated Recyclable Materials in a "dual stream" and shall keep the two different categories of Sources Separated Recyclable Materials in separate compartments of the Collection vehicle, as described in Section 7.2, above. 14.4 During the Collection process, Bulky Waste and Yard Waste shall be collected by the Contractor in separate vehicles. Contractor shall not combine Bulky Waste or Yard Waste with Garbage, Rubbish, Source Separated Recyclable Materials, or Electronic Equipment. 14.5 During the Collection process, the Contractor shall not combine Residential Waste collected in the Service Area with Solid Waste or other materials collected outside of the Service Area. 22 14.6 During the Collection process, the Contractor shall not combine Residential Waste collected in the Service Area with Commercial Waste. 14.7 The Contractor shall not collect Source Separated Recyclable Materials with a vehicle that is used for the Collection of Solid Waste. 14.8 Notwithstanding the foregoing, the Administrator may grant relief from all of the restrictions in this Section 14, and thus allow the Contractor to combine different types of Solid Waste and Recyclable Materials, if the Administrator determines that this practice will be in the public interest. In such cases,the Contractor shall file a petition with the Administrator, describing the specific procedures that will be established to properly acc t and pay for the management of the mixed materials. The Administrator may grant 4odeny the petition, in his or her sole discretion. 15. NON-COLLECTION PROCED 15.1 The Contractor shall place a Non-Collection Notice on a Customer's Collection Container if the Contractor decides that the Contractor will not collect the Customer's waste because the waste was not Set Out in compliance with the applicable requirements in this Agreement. If the Contractor does not place a Non-Collection Notice on the Customer's Collection Container, and fails to collect the materials in the Customer's Collection Container, the Administrator may require the Contractor to return to the Customer's Premises promptly and collect the waste. If the Administrator notifies the Contractor before 12 p.m. (noon), the Collection shall be completed before the end of the day. If the Administrator notifies the Contractor after 12:00 p.m. (noon), the Collection shall Wompleted before noon on the next Operating Day. 15.2 The Contractor is responsible for determining whether a Customer's Recycling Container contains Non-Conforming Material or excessively contaminated Recyclable Materials. The Contractor may leave Non-Conforming Material and excessively contaminated Recyclable Materials in the Recycling Container,but if the Contractor does,the Contractor shall immediately pl llection Notice on the container, explaining why the material was not collected. 15.3 The Contractor of collect Residentia ste or Commercial Waste from a Customer if the Contractor believe he Residential Waste or Commercial Waste contains Hazardous, Radioactive, or Biom dical Waste. In such cases, the Contractor shall place a Non-Collection Notice on the Collection Container,Aake photographs of the improper waste (if possible), and immediately notify the Field Supervisor. If the generator of such waste is unknown, the Contractor shall work with the Administrator to identify the generator and identify an appropriate method to remove and dispose of the waste in a lawful manner. 15.4 If a Collection Con r is temporarily inaccessible, the Contractor shall provide Collection Service later the same day, whenever feasible. If it is not feasible, the Contractor shall leave a Non-Collection Notice and provide Collection Service on the next Operating Day. 15.5 If a Residential Customer routinely places Garbage-filled Plastic Bags outside of their Garbage Cart or routinely places more waste at the Curbside than is allowed under Section 7.3.2, Section 7.4.2, or Section 7.5 of this Agreement, the Contractor shall provide the Customer with educational materials concerning Recycling, in addition to providing a Non-Collection Notice. Further, the Contractor shall notify the Administrator about the Customer's failure to comply with the requirements in this Agreement. 23 15.6 The design and content of the Non-Collection Notices shall be developed by the Contractor, but shall be subject to the approval of the Administrator. At a minimum,the Non-Collection Notices shall contain the following information: the issuance date; the Contractor's reason for not providing Collection Service; information advising the Customer how to correct the problem; and the telephone number to call if the Customer has any questions for the Contractor. 15.7 The Contractor shall make a good faith effort to collect the Solid Waste that is Set Out for Collection, even if some inappropriate material is comingled with it. For example, if a Residential Customer places Bulky Waste or Yard Trash at the Curbside,but also places a Plastic Bag filled with Garbage on top of the Bulky Waste or Yard Trash, the Contractor shall remove the Plastic Bag and collect the other materials separately. However, if a Customer has comingled Garbage with Yard Waste or Bulky Waste to such an extent that it is not practicable to segregate the materials, the Contractor shall place a Non-Collection Notice on the materials and promptly notify the Administrator concerning the location and estimated size of the pile of combined materials. If the Contractor fails to leave a non-Collection Notice and notify the Administrator, the Contractor may be required to collect the pile of combined materials pursuant to Section 15.1, above. 16. PROCEDURES FOR MISS OLLE TIONS If the Administrator or a Customer notifies the Contractor about a issed Collection,the Contractor shall promptly return to the Customer's Premises arWLcollect all of the Residential Waste, Commercial Waste, or Source Separated Recyclable Material (as the case may be)that s been Set Out for Collection. If the Contractor is notified before 12 p.m. (noon),the Collection shall b pleted before the end of that day. If the Contractor is notifie fter noon, the Collection shall be eted before noon on the next Operating Day. 17. PROTECTION OF PRIVATE AND P PROPERTY 17.1 The Contractor's employees shall not trespass on private property; provided, however, the Contractor's employees may walk on a Customer's property when providing Collection Service (e.g., Side Door Service) pursuant to this Agreement. The Contractor's employees shall follow the sidewalk for pedestrians and shall not cross a Customer's property to an adjoining property, unless the occupants or owners of both properties have given permission. The Contractor's employees shall not loiter on or meddle with any property of any other Person. 17.2 The Cont 's employees shall not damage any public or private property, including but not limited to r drivew s sidewalks, utilities, trees, flowers, shrubs, grass, and Collection Containers. 17.3 The Contractor shal damage trees in the City. Among other things, the Contractor shall not drive large vehicles on narrow streets, or drive tall vehicles under overhanging limbs, where the vehicles will break or damage the tree limbs. The Contractor also shall not damage tree trunks or roots when collecting Yard Waste or other materials (e.g., when Collecting Yard Waste with a clamshell bucket). 17.4 The Contractor shall promptly restore the soil and grade at any location where the Contractor's Collection of Yard Waste or other material creates a depression that is six (6) inches or more below the surrounding grade (e.g., when collecting Yard Waste with a clamshell bucket). The Contractor shall fill such depressions and restore the grade to match the surrounding area. 24 17.5 The Contractor shall instruct its employees concerning the proper procedures to be followed when there is an accident involving damages to public or private property. At a minimum, if the Contractor's employee causes such damage, the employee shall immediately notify the Field Supervisor and the property owner. If the property owner is not known or readily identifiable, the driver shall leave a notice that includes the Contractor's name and phone number. 17.6 The Contractor shall be solely responsible for all damages, costs, and liabilities associated with the repair, restoration, or replacement of any property that has been damaged by the Contractor's equipment, employees, or agents. The Contractor shall promptly investigate and respond to any claim concerning property damage. If the Administrator or a Customer notifies the Contractor before 12 p.m. (noon) concerning any such damage, the Contractor shall investigate and respond to the Administrator and Customer before the end of that day. If the Administrator or a Customer notifies the Contractor after noon, the Contractor shall investigate and respond to the Administrator and Customer before noon on the next Operating Day. The Contractor shall repair any damage within three (3) Operating Days, unless the Contractor requests and the Administrator grants approval of an extension of time. Any disputes concerning the Contractor's obligations for the repair of property damages shall be resolved by the Administrator. In all cases,the Contractor shall be required to restore the public or privat erty to a condition that is at least equal to the condition that existed before the damage occurre 18. CONTRACTOR'S ACCESS TO STREETS AND COLLECTION CONTAINERS 18.1 Except as otherwise provided her the for shal the right to use all of the public roadways in the City 18.2 The Contractor shall use suitable vehicles and equipment (e.g., smaller trucks), as necessary, to provide Collection Service on narrow and dead-end streets, unpaved streets, private roads, and other areas where access is limited. NA 18.3 T ac or's vehicles stall not enter or drive upon any private driveway or Improved rty, to turn around or for any other purpose, unless the Contractor has received the owner's r written permission to do so. 18.4 Con is vehicles shall not sonably interfere with vehicular or pedestrian traffic. Contra vehicles shall not be left nattended on streets or alleys. 18.5 The City re s the right to deny the Contractor's vehicles access to certain streets, alleys, bridges, and ro ways when the City is repairing such areas or the City otherwise determines it is in the public's best interest to restrict access. The City shall provide the Contractor with reasonable notice of such restrictions so that the City's action does not unduly interfere with the Contractor's normal operations. 18.6 If the Contractor cannot provide Collection Service to a Customer because a public or private street is temporarily closed to vehicular traffic, the Contractor shall return no later than the next Operating Day to provide service to the Customer. If the street is still closed at that time, Contractor shall provide Collection Service to the Customer on the next Scheduled Collection Day. 18.7 If access to a street, alley,bridge, or public or private roadway becomes impassable or if access is denied for any reason, the Contractor shall work with the Customer to determine a mutually 25 acceptable location for the Collection of the Customer's waste. If a mutual agreement cannot be reached, the Contractor shall provide Collection Service from the nearest public roadway that is accessible by the Contractor's Collection vehicle or from a location specified by the Administrator. 18.8 If the Contractor encounters a Customer or situation (e.g., dogs; narrow streets; low-hanging electrical wires) that prevents the Contractor from gaining the access needed to provide the Collection Service required in this Agreement, and the Contractor is unable to resolve the issue with the Customer, then the Contractor shall report the problem to the Administrator and the Administrator shall resolve the problem. The Administrator may require the Contractor or the Customer to take such action as the Administrator deems necessary and appropriate. 19. THE CITY'S DESIGNATED FACILITIES 19.1 The Contractor shall deliver all of the Residential Waste, Commercial Waste, and Source Separated Recyclable Materials collected pursuant to this Agreement to a Designated Facility. 19.2 The Designated Facility for all of these as es and materials is th County's Transfer Station, located at 1901 SW 4th Avenue, Delray Beach, Florida 33444. If the Transfer Station is inoperable or otherwise unavailable for any reason, the Designated Facilities for Residential Waste, Commercial Waste, and Source Separated Recyclable Materials shall be all of the Solid Waste Management Facilities that are operated by the Authority and licensed to accept such waste and materials. 19.3 The Designated Facilities for Construction and Demolition Debris collected pursuant to this Agreement shall be all of the Solid Waste Management Facilities that have the necessary permits and licenses to receive and lawfully process Construction and Demolition Debris. 20. SPILLAGE AND LITTER BY CONTRACTOR 20.1 Contractor shall not cause or allow any Solid Waste, liquid, or other material to be spilled, released, or otherwise dispersed in the City as a result of the Contractor's activities. 20.2 Contractor shall immediately pick up any spillage or litter from Collection Containers that is caused by the Contractor. 20.3 When ha ling or transporting any material over public roads in the City, the Contractor shall use a covered or enclosed vehicle or other device to prevent the material from falling, blowing, or escaping from the vehicle. If Solid Waste or any other material escapes from or is scattered by Contractor's vehicle for any reason, Contractor shall immediately stop and pick up such material. 20.4 Contractor's vehicles shall not release or cause litter in violation of the Florida Litter Law (Section 403.413, Florida Statutes) or the Ordinances. If litter is released or falls from Contractor's vehicle for any reason, the Contractor shall immediately stop the vehicle and retrieve the litter. 20.5 The Contractor shall immediately clean up any oil, hydraulic fluid, or other liquid that leaks or spills from Contractor's vehicles. The Contractor shall repair any damage associated with such leaks or spills. The Contractor shall repave the damaged area if the Administrator concludes such action is necessary to repair the damage caused by the Contractor. 26 20.6 If the Administrator or a Customer notifies the Contractor before 12 p.m. (noon) that the Contractor has caused litter, or caused a leak or spill of Solid Waste, oil, hydraulic fluid, or other liquids or materials, the Contractor shall clean up the liquids and materials before the end of the day. If the Administrator or a Customer notifies the Contractor after noon, the Contractor shall clean up the liquid or material before noon on the next Operating Day. 21. EXEMPT WASTES AND RECOVERED MATERIALS 21.1 The following types of Exempt Waste are not subject to the Contractor's exclusive franchise under this Agreement. These Exempt Wastes may be collected by the owner or occupant of the Improved Property where the Exempt Waste is generated, or by their agent, and taken to any Solid Waste Management Facility or other facility that is licensed to receive such materials. (a) Land Clearing Debris. 40%6� (b) Yard Waste generated by a Commercial Lawn Care Company or plant nursery. (c) Roofing materials gener ollected, and transport a roofing company. (d) Construction and Demolition (e) Recovered Materials at are generated and Source Separated on Commercial Property. (f) Exc ted fill and e en material. (g) d Waste and by-products enerated from an industrial process. (h) squid, semiso id, or contained gaseous material resulting from domestic, industrial, commercial,mining, agricultural, or governmental operations. (i) Trash and debris associated with farming or agricultural operations. 9,,%6 (j) Wrecked, scrapped, ruined or dismantled motor vehicles or motor vehicle parts, including used oil, tires (except as provided in Section 7.6), and lead-acid batteries. (k) oats,bo otors, and boat trailers. (1) Disaster De ris. (m) Hazardous, Biomedical, and Radioactive Waste. (n) Sludge. (o) Materials and wastes similar to those listed above, when designated by the Administrator. 21.2 Pursuant to Section 403.7046(3), Florida Statutes, nothing in this Agreement requires a commercial establishment to sell or convey its Source Separated Recovered Materials to the City or a facility designated by the City. Nothing contained in this Agreement restricts the right of a 27 commercial establishment to sell or convey the establishment's Source Separated Recovered Materials to a properly certified Recovered Materials dealer that has satisfied the requirements in Section 403.7046,Florida Statutes. 22. THE CONTRACTOR'S SAFETY PROGRAM 22.1 The Contractor shall develop, implement and maintain a written safety plan for all of its operations under this Agreement. The safety plan shall comply with the requirements in OSHA and Applicable Laws. A written copy and an electronic copy of the safety plan shall be provided to the Administrator for informational purposes. The City's receipt of the safety plan shall not constitute the City's approval of the plan or the acquiescence concerning the appropriateness of such plan. The Contractor shall comply with its safety plan at all times. 22.2 The Contractor shall appoint an employee who is qualified and authorized, as defined by OSHA, to supervise and enforce safety compliance. 22.3 The Contractor shall provide routine safety trai ing to all of its ployees, in compliance with OSHA and all Applicable Laws. Refresher courses and supplemental training shall be provided as necessary. Documentation of the Contractor's training p ograms, and the successful training of each employee, shall be maintained on file an hall ovided to the Administrator upon request. 22.4 The Contractor shall follow a ulations pplicable Laws regarding personal protective equipment. 22.5 The Contractor's employees shall be trained and instructed to in a safe, defensive manner. Among other things, the drivers of the Contractor's Collection vehicles shall be instructed that they shall not"text" or talk on their telephones while they are driving a Collection vehicle that is moving. 22.6 The Contractor's safety plan shall include a written procedure for the immediate removal to a hospital or a doctor's care of any employee or other Person that is injured and requires medical assistance. 22.7 Contractor shall regularly update its safety plan to reflect any changes in Contractor's operations. The ontractor shall deliver an updated safety plan to the Administrator with the Contractor's annual repoVshalp�area ion 34.4 below. 23. THE OR'S COLLECTION PLAN 23.1 The Contra Collection Plan that describes in detail how the Contractor will provide Collection Service in compliance with the requirements in this Agreement. At a minimum, the Collection Plan shall identify and describe the vehicles, equipment, personnel, routes, and schedules the Contractor will use for each type of Collection Service. The Collection Plan shall include a legible map for each Collection route, which will identify the Operating Days when Collection Service will be provided, the starting and ending points for the route, and the type of Collection Service that will be provided on the route on each Scheduled Collection Day. 23.2 The Collection Plan shall identify each Designated Facility that will receive the materials collected by the Contractor pursuant to this Agreement. 28 23.3 The Collection Plan shall identify the procedures that will be used by the Contractor to ensure that the City is not billed inappropriately for the Collection, disposal, or Recycling of Solid Waste or other materials. Among other things,the Collection Plan shall identify the procedures that will be used by the Contractor to ensure that each Designated Facility is fully informed whenever the Contractor delivers Solid Waste or other material for which the Contractor, rather than the City, must pay the applicable Tipping Fee. 23.4 If requested by the Administrator, the Collection Plan shall include the manufacturer's specification sheets for the Collection Containers provided by the Contractor under this Agreement. 23.5 An updated Collection Plan shall be submitted to the Administrator whenever the Contractor changes the plan. 23.6 The Collection Plan and all revisions to the plan ubject to the Administrator's prior written approval. 24. OWNERSHIP OF SOLID WASTE AND RECYCLABLE MATERIALS Solid Waste belongs to the Person generating such waste, until Pe Solid Waste i scarded by that Person (i.e.,the generator) and collected by the Contractor. When the Contractor collects Solid Waste on behalf of the City, title to the waste shall pass to the Contractor when the waste is collected. The Contractor shall be solely responsible and liable for the proper handling and lawful management of such waste until it is delivered to and accepted by a Solid Waste Management Facility. Upon acceptance,title to the waste shall pass t the owner of such facility. _ Source Separated Recyclable Materials shall belong to the generato ntil such materials are discarded by the generator and collected by the Contractor. When the Contractor collects Source Separated Recyclable Materials on behalf of the City, title to such materials shall pass to the Contractor when the materials are collected. The Contractor shall be solely responsible and liable for the proper handling and lawful manag ment of the Source Separated Recyclable Materials until such materials are delivered to and accept at a Solid Waste Management Facility or Recovered Materials processing facility. Upon acceptance,title to the Source Separated Recyclable Materials shall pass to the owner of such facility. Notwithstanding anything else contained he n, with regard to the Solid Waste and Source Separated Recyclable Materials collected by the Contractor pursuant to this Agreement, the Contractor shall not take,keep,process, alter ell, remove, or otherwise dispose of any such material without the prior written consent of the City. 25. RESERVE 26. SET OUT PROCEDURES FOR CUSTOMERS The procedures and requirements established in this Section 26 shall be followed by the Contractor's Customers. However, the Contractor shall collect a Customer's Solid Waste and Source Separated Recyclable Materials, even if the Customer fails to comply with one or more of the requirements in this Section 26, unless (a) the Administrator concurs in advance that the Contractor does not need to provide Collection Service to the Customer or (b) the Contractor places a Non-Collection Notice on the 29 Customer's Collection Container and complies with the requirements in Section 15, above. The requirements in the City's Ordinances, including but not limited to Chapter 51 (entitled "Garbage and Trash"), shall supplement the requirements contained herein. 26.1 GENERAL PROCEDURES FOR ALL CUSTOMERS The following procedures shall apply to all Customers: 26.1.1 Garbage and other putrescible waste shall not be collected, stored, or Set Out in an open,uncovered box,bag,or Collection Container. 26.1.2 Source Separated Recyclable Materials shall be et Out in a Recycling Container. Source Separated Recyclable Materials hall not be placed in the same Collection Container with Solid Waste. 26.1.3 Source Separated Recyclable Materials shall not e Set Out in a Plastic Bag. ir 26.1.4 Customers shall not overfill a Collection Container; the lid on a Collection Container shall be closed securely by the Customer. 26.1.5 A Customer shall not place their Solid Waste in another on's Collection Container,unless'they have received prior approval to do. 26.1.6 A Customer shall only Set Out for Collection the Solid Waste that the Customer generated. A Customer shall not S ut for C ction any Solid Waste that was generated b*yno-1,her Person. 26.1.7 Austomer's id Waste s et Out o llection on the Premises where the Solid Waste was generated. 26. Customer shall not Set Out Solid Waste for Collection on property that is not ed or occupied by the Customer, unless the Customer has received the prior approval of the owner or occupant of such property. 26. The weight of the mate pals placed in a Garbage Cart or Recycling Cart by a Customer shall not exce the Cart's rated capacity (as shown on the lid of the cart). arbage Cans shall not be loaded with more than fifty(50)pounds of material.in 26.1.10 I the Customer and Contractor cannot agree upon an appropriate location to Set Out a Collection Container or non-containerized waste,the Administrator shall designate the point of Collection. 26.1.11 When necessary to carry out the purpose and intent of this Agreement, the Administrator may authorize the placement of a Collection Container at a location that is not on the Customer's Premises. 26.2 SPECIFIC PROCEDURES FOR RESIDENTIAL CUSTOMERS RECEIVING COLLECTION SERVICE AT CURBSIDE The following procedures shall apply to Residential Customers that receive Collection Service at Curbside. 30 26.2.1 Except as provided in Section 26.2.9, each Residential Customer receiving Collection Service at Curbside shall Set Out their Garbage and Rubbish in a Garbage Cart. However, if a Customer's Garbage Cart is full on the first Scheduled Collection Day for Garbage immediately following a Holiday, the Customer may place Plastic Bags of excess waste next to their Garbage Cart. 26.2.2 Residential Customers shall place their Yard Waste at Curbside for Collection. Leaves, twigs, and other small pieces of Yard Waste shall be placed in a biodegradable bag or Plastic Bag. Larger pieces of Yard Waste shall be stacked neatly in a pile at Curbside. A Residential Cu er may, but is not required to,tie Yard Waste in a bundle. 26.2.3 Source Separated Recyclable Mate Out for Collection in or adjacent to a Recycling Bin. 26.2.4 Each Residential Customer shall place their Garbage, Rubbish, Yard Waste, Bulky Waste and Source Separated Recyclable Materials at the Curbside prior to 6:00 a.m. on the Scheduled Collection Day(s)for such materials. 26.2.5 Any carpet Set O r Collection at Curbside shall be rolled ied or otherwise bound. NK 26.2.6 Each Garbage Can d by a Customer shall: be constructed so as to prevent intrusion by water and animals, and the expulsion of its contents;have a cover that is free from sham edges; and not have nsi tructures that prevent the free discharge of the containe contents. 26.2.7 Subject to the other limitati s contained herein (e.g., Sections 7.3 and 7.4), a Residential Customer may Set Out the Yard Waste and Bulky Waste that was generated by a builder, building contractor, privately employed handyman service, Commercial Lawn Care Company, or plant nursery on the Customer's Residential Property while such Person was working for the Customer. However, a Residential Customer shall not Set Out such materials if they were generated on any other property, even if the other property is owned by the Residential Customer. Further, a Residential Customer shall not Set Out more than two (2) cubic yards of onstruction and Demolition Debris or a total of six (6) cubic yards of Yard Waste ollection on any Scheduled Collection Day. 26.2.8 Plastic Bags and biodegradable bags shall not be loaded with materials weighing more than fifty(50)pounds or the rated capacity of the bag,whichever is less. 26.2.9 Notwithstanding anything else contained herein, a Residential Customer receiving Collection Service at Curbside may Set Out their Garbage and Rubbish in Plastic Bags if the Customer's Dwelling Unit is located in an area that is designated by the City for Collection Service with Plastic Bags. 26.3 SPECIFIC PROCEDURES FOR CUSTOMERS IN MULTI-FAMILY DWELLINGS THAT USE MECHANICAL CONTAINERS 31 The following requirements apply to Customers that reside in Multi-Family Dwellings and receive Collection Service with Mechanical Containers. 26.3.1 Each Customer in a Multi-Family Dwelling shall comply with the following Set Out Procedures: (a) Garbage and Rubbish shall be placed in a Mechanical Container located on the Customer's Premises; and (b) Source Separated Recyclable Materials shall be placed in a Recycling Container located on the Customer's Premises. 26.3.2 The Contractor and the Customer shall select mutually acceptable locations for the placement of the Mechanical Container(s) and Recycling Container(s) that will be used by the Customer and serviced by the Contractor at a Multi-Family Dwelling. These locations are subject to the Administrator's approval. Whenever possible, the Recycling Containers shall be placed adjacent to the Mechanical Container at the Multi-Family Dwelling. 26.3.3 A Customer residing at a Multi-Family Dwellmg shall call the Contractor and schedule a time for the Collection of their Bulky Waste if the Customer does not have a Scheduled Collection Day for Bulky Waste. A Customer shall not Set Out their Bulky Waste more than one (1) day before the Scheduled Collection Day or the date that the Customer scheduled with the Contractor for the Collection of Bulky Waste. A Custo hall not place their Bulky Waste in a location that blocks the Contractor's acce echanical Container serving the Customer's Multi-Family Dwelling. 26.4 PROCEDURES FOR COMMERCIAL CUSTOMERS 26.4.1 Each Commercial Customer shall place their arbage and Rubbish in their Mechanical Container or Garbage Cart, as applicable. .q 26.4.2 Commercial Customers shall not place or commingle Construction and Demolition Debris with any other type o Solid Waste in a Collection Container. 3 Al ction Containers shall be placed in locations that are safely and readily accessi e to the Customer and the Contractor's vehicles. 26.4. Each Mechanical Cont er shall be placed on a paved level surface. The proaches to the Mechanical Container shall be capable of supporting the weight of ollection vehicle. 26.4.5 A Customer shall call the Contractor and schedule a time for the Collect their Bulky Waste. A Commercial Customer shall not Set Out their Bulky Waste more than one (1) day before such materials are to be collected by the Contractor. A Commercial Customer shall not place their Bulky Waste in a location that blocks the Contractor's access to a Mechanical Container serving the Commercial Customer or any other Person. 27. COLLECTION CONTAINERS 27.1 PURCHASE AND OWNERSHIP OF CONTAINERS 32 27.1.1 Garbage Cans, Plastic Bags, and Biodegradable Bags — Each Customer shall purchase and provide the Garbage Cans, Plastic Bags, and biodegradable bags, if any, that the Customer uses. Garbage Cans shall remain the property of the Customer. 27.1.2 Recycling Bins — Recycling Bins previously were purchased by the Authority and distributed to the Customers in the Service Area. These Recycling Bins are and shall remain the property of the Authority. If the Authority provides additional Recycling Bins for the Customers in the Service Area, the Recycling Bins shall remain the property of the Authority. 27.1.3 Garbage Carts — Garbage Carts previous y re purchased by the City and distributed to Residential Customers. The City also has an inventory of spare Garbage Carts. All of these Garbage a Nus l remain the property of the City. The Contractor shall be allowed to distribute of the Ga rbage Carts in the City's inventory when the Contractor provides Garbage Carts to Residential Customers pursuant to this Agreement. When the City's inve tory is depleted, the Contractor shall purchase, assemble, and deliver all of the G ge Carts that the Contractor must * under this Agreement. 27.1.4 New Garbage Cart nd Rec cling Bins for New and Existing Customers — During the term of this Agreement,the Contractor shall purchase, assemble, and deliver one new Garbage Cart to each New Customer that will receive Collection Service at Curbside. The cart shall be delivered within three (3) Operating Days after the New Customer or the Administrator requests°the Contractor to deliver the cart. The Contractor also shall deliver a new Recycling Bin to each New Customer when the Contractor delivers the Customer's Garbage Cart. The Contractor shall request and obtain the Recycling Bin from the Authority. During the term of this Agreement, the Contractor shall purchase, assemble, and deliver: (a) one new or refurbished Garbage Cart to each Residential Customer that needs to replace a cart because their cart has been stolen or damaged beyond repair; (b) a new Garbage Cart t each Customer that wishes to purchase a cart pursuant to Section 39.9 below; an c) a new or refurbished Garbage Cart to each Customer at wishes to exchange their cart(s) pursuant to Section 27.4, below. In all such cases, the carts shall be delivered within three (3) Operating Days after they are requested by the Customer or the Administrator. For the purposes of this Section 27.1.4, a"refurbished"cart shall mean a cart that was exchanged pursuant to Section 27.4,below, and then cleaned and repaired to "like new"condition. Garbage Carts purchased by the Contractor shall become the property of the City when the carts are delivered to a Residential Customer or the City. Upon termination or expiration of this Agreement, the Garbage Carts held in the Contractor's inventory for the City (e.g., carts that are hot-stamped or labeled with the City's name or logo) shall be delivered to and become the property of the City. Carts purchased by a Customer shall be the property of the Customer. 27.1.5 Mechanical Containers—The Contractor shall provide Mechanical Containers to any Customer that wishes to use them, and has a location where such equipment can be 33 used in compliance with this Agreement and the Ordinances,but the Contractor may charge the applicable Rate for the use of its Mechanical Containers. The Contractor shall be responsible for the purchase or lease of all Mechanical Containers that the Contractor is required to provide under this Agreement. Mechanical Containers purchased by the Contractor shall remain the property of the Contractor,unless sold. A Customer may own its Compactor and attached Roll-Off Container, or lease a Compactor and attached Roll-Off Container from a Person other than the Contractor, if the Compactor and Roll-Off Container are compatible with and can be serviced by the Contractor's equipment. In such cases, the Compactor and attached Roll-Off Container shall remain the property ogarbage r. 27.2 MAINTENANCE AND REPAIR OF CONTAI 27.2.1 Garbage. — Each Customer shal le for cleaning, maintaining, and repairing their Garbage Can (if an ans shall be maintained in good condition and shall be free rom sharp edges or other hindrances to efficient Collection Services. 27.2.2 Recycling Bins — Each Customer shall be responsible for cle * g their Recycling Bins and maintain* them in a sanitary condition. 27.2.3 Garbage Carts n ecyc ing Carts — Each Customer shall be responsible for cleaning their Garbage Cart(s) and Recycling (s),if any, and keeping the carts in a sanitary condition. The Contractor shall procure, and maintain at all times, an adequate supply of spare parts (e.g., wheels, lids) for the Garbage Carts and Recycling Carts used by its Customers in the Service Area. The Contractor shall be responsible for maintaining such carts in good working condition. The Contractor shall repair or replace a Garbage Cart or Recycling Cart (a) promptly if the Contractor observes that the cart is defective or (b) within three (3) Operating Days after the Contractor is informed by the Customer or the Administrator that the Cart needs to be repaired. 27. Mechanical Containers — The Contractor shall maintain each of its Mechanical Containers in good working order at all times to ensure continuous and efficient Collection Services. The Contractor shall procure, and maintain at all times, an adequate supply of spare parts for its Mechanical Containers. The Contractor shall maintain and repair each Mechanical Container as needed to ensure that the container is free from holes, broken hinges, broken doors or door fasteners, broken wheels, broken lids, or other defects. Mechanical Containers shall be kept painted (with the exception of containers made of plastic, aluminum, stainless steel, or other materials that do not readily accept paint), and shall be kept free from graffiti, at all times so they do not become a detriment to the community. Mechanical Containers shall be washed by the Contractor on a regular basis, as necessary, to minimize the potential for odors and nuisance conditions. The Contractor shall replace, repair, paint, clean, wash, and otherwise maintain any one of its Mechanical Containers when requested to do so by the Administrator,pursuant to Section 28.9.2,below. 34 Each Customer shall be responsible for cleaning, maintaining, and repairing any Mechanical Container that the Customer owns, as well as any Mechanical Container the Customer leases from a Person other than the Contractor. If a Mechanical Container is damaged or otherwise in need of repair,the Contractor shall provide a front load Mechanical Container within twenty-four (24) hours of receiving a request for service from a Customer. In the alternative, the Contractor may provide a Roll-Off Container, if the use of such container is approved by the Administrator. In all cases, the Contractor shall provide assistance to ensure uninterrupted service to the Customer. In such cases,the Contractor may charge the Customer in accordance with the Rates set forth in Exhibit 3B. 27.3 STORAGE,DISTRIBUTION AND REPLACEME T OF CONTAINERS 27.3.1 Garbage. — Each Customer shal responsible for storing and replacing their own Garbage Cans (if any). 27.3.2 Recycling Bins — Each Custom r shall be responsibl for storing their Recycling Bin(s). Residential Customers may obtain new Recycling Bins by calling the Authority's toll-free phone number (1-866-NEW BINS). The new Recycling Bins shall be delivered e Residential Customer,without charge,by the Contractor. 27.3.3 Garbage Carts and ecyclirig Carts— Each Customer shall be responsible for storing their Garbage Cart(s) and Recycling Cart(s), if any. The Contractor shall be responsible for purchasing, storing, assembling, and distributing new and replacement Garbage Carts and Recycling Carts to those Customers that are entitled to receive them pursuant to this Agreement. For such Customers, the Contractor shall deliver the cats within three (3) Operating Days after the carts are requested by the Administrator or Customer. The Contractor shall be responsible for procuring, maintaining at all times, and storing an adequate supply of Garbage Carts and Recycling Carts for distribution. e Contractor shall keep Garbage Carts in the Contractor's local office and shall vide them to Customers, upon request, if the Customer is entitled to receive a pursuant to this Agreement 27. Mechanical Contains? The Contractor shall be responsible for the storage, distribution, and repla ent of its Mechanical Containers. The Contractor shall ovide a Mechanical Container within three (3) Operating Days after receiving a est for a Mechanical Container from the Administrator or a Customer. 27.3.5 Coll tainers Damaged by Contractor — The Contractor shall repair or replace stomer's Collection Container within three (3) Operating Days after being notified by the Administrator or Customer that the Customer's Collection Container was damaged by the Contractor. Any replacement shall be similar in style,material, quality, and capacity to the Customer's original container. 27.4 EXCHANGE OF CARTS AND CONTAINERS 35 The Contractor shall offer Garbage Carts that are approximately thirty-two (32) gallons, sixty- four (64) gallons, and ninety-six (96) gallons in size. The Contractor shall deliver a different Garbage Cart to any Customer that wishes to exchange its cart for one that is a different size. A New Customer shall be allowed to exchange their Garbage Cart for a different size, without paying any charge, if the Customer requests an exchange within ninety (90) days after the Customer receives the cart. If a Customer has received Collection Service from the Contractor for more than ninety (90) days, the Contractor may charge and collect a delivery fee for exchanging a Customer's cart; provided, however, the Contractor shall not charge or collect a delivery fee if a Customer delivers their cart to the Contractor's local office. The Contractor's delivery fee shall not exceed Twenty-Five Dollars ($25.00). The Contractor shall be responsible for billing and collecting its delivery fee from the Customer The Contractor shall exchange a Mechanical Container when requested by the City or Customer, if the Contractor has the requested size in stock. The Contractor shall deliver the requested container within five (5) Operating Days after receiving the Customer's request. There shall be no charge for exchanging a Mechanical Container,unless the Customer already has exchanged its Mechanical Container two (2) or more times during the current Operating Year. 27.5 TECHNICAL SPECIFICATIONS FOR LECTION CONTAINER 27.5.1 Garbage Carts a ec clin Ca The Garbage Carts ecycling Carts provided by the Contractor shall comply with the size, color, and technical specifications established by the Administrator. In general, the carts shall: (a) have a nominal rated capacity of approximately thirty-two (32), sixty-four(64), or ninety- six(96) gallons, as applicable; (b)be hot-stamped or labeled with the City's logo, in accordance with the specifications provided by the Administrator; and (c) be compatible with the hydraulic lifting and dumping mechanism mounted on the Contractor's Collection vehicles. Each cart shall have a flat area on the top (outside) of the lid, which shall be at least eight (8) inches by sixteen (16) inches in size and suitable for the placement of informative stickers or decals. Each type of cart and each size shall be uniform with regard to color, volumetric capacity, dimensions, finished surfaces, and hot stamping/labeling, but the color and specifications for Garbage Carts may be different than the ones for Recycling Carts. Each cart shall be constructed to prevent the intrusion of water and animals, with covers that are free from sharp edges, and without any inside structures that prevent the discharge of its contents. The ontractoiAhall replace the labels on its Collection Containers on an s-needed basA subject to the Administrator's approval. Upon the Administrator's equest, the Contractor shall provide the Administrator with the manufacturer's specification seets for new Recycling Carts and Garbage Carts before the Contrac orders the new carts from the manufacturer. 27.5.2 Minimum Warranty for Garbage — Each Garbage Cart shall be protected by a manufacturer's warranty of at least ten (10) years duration. The warranty shall explicitly provide that the warranty is enforceable by the City, as well as the Contractor. 27.5.3 Minimum Specifications for Carts — The Garbage Carts and Recycling Carts provided by the Contractor pursuant to this Agreement shall, at a minimum, comply with the specifications set forth in Exhibit 6 ("Specifications for Garbage Carts"), unless the City waives a requirement in writing. 36 27.5.4 Mechanical Containers —Mechanical Containers supplied by the Contractor shall be in good condition and shall be subject to the approval of the Administrator. Mechanical Containers shall have attached lids, unless the Administrator approves a different design for a particular use or they are open top Roll-Off Containers used for the Collection of Construction and Demolition Debris. Mechanical Containers shall have solid, durable sides and bottoms. Each Mechanical Container (except open top Roll-off Containers) shall have a heavy-duty removable plug in the bottom. The Contractor shall provide and install casters and locking devices for a Mechanical Container,upon the request of the Administrator or a Customer. 28. CONTRACTOR'S VEHICLES AND C ECTION EQUIPMENT 28.1 GENERAL REQUIREMENTS FOR CONT HICLES AND COLLECTION EQUIPMENT 28.1.1 The Contractor shall purchase or lease, and maintain d repair, all of the vehicles and equipment necessary to provide Collection Service in compliance with the approved Collection schedules and otherwise promptly and efficiently comply with the requirements in this Agreement. The Contractor's vehicles and equipment shall be compatible (in size and weight) with, and appropriate for, the areas where such vehicles and equipment are utilized. Smaller vehicles or specialty equipment shall be used in areas where nahw street, low hanging limbs, or other obstructions preclude the use of the Contractor's normal vehicl s and equipment. 28.1.2 Con rac ors Collection vehicles and equipments 1 be a standard product of a reputable manufacturer so that continuing service, and the supply and delivery of spare parts, may be ensured. Replacement parts do not need to be a product of the same manufacturer as the original parts. A&A90aftis, V& 28. All of Contractor's Collection vehicles shall have waterproof seals and shall be watertight to a depth sufficient to prevent the discharge or leaking of liquids that have accumulated in the vehicle's cargo area during loading and transport S operations. 28.1.4 ach Collection v fully enclose the Contractor's Load. A Collection vehicle shall have a fully enclosed metal top, a tarpaulin, or a net cover with mesh openings not greater than one and one-half(1'/2) inches in size. The top, tarpaulin, or cover shall be kept in good working condition and shall be free from tears and holes. The Contractor shall use the cover and shall fully enclose the Contractor's Load at W times when the vehicle's speed exceeds 20 miles per hour and at other times when necessary to prevent the Contractor's Load from blowing out of the vehicle. 28.1.5 All Collection vehicles shall be painted a uniform color. All Collection vehicles shall have painted sides, or shall have signs affixed on each side, stating "Proudly Serving the City of Delray Beach." Vehicles used to collect Source Separated Recyclable Materials shall have signs with the Authority's toll-free telephone number for requesting new Recycling Bins (1-561-NEW BINS or 1-866-639-2467). 37 28.1.6 Advertising shall not be allowed on the Contractor's vehicles, Collection Containers, or equipment used to provide Collection Service in the City. 28.1.7 Vehicles used for the Collection of Source Separated Recyclable Materials shall be designed with two (2) or more separate compartments so that the Contractor can separately store and transport the different types of Recyclable Materials (e.g., paper and fiber products; glass,metal, plastic and other). The compartment used to collect glass bottles and containers shall not compress or compact the contents in that compartment to a level that exceeds fifty(50)pounds per square inch. 28.2 DEDICATED FLEET FOR CITY The Contractor shall maintain a dedicated fleet of vehicles for the City's benefit. The vehicles used to provide Collection Services under this Agreement shall not be used to collect Solid Waste or Recyclable Materials outside of the Service area, and ve les used outside of the Service Area shall not be used to provide Collection Service pursu this Agreement, unless the Contractor receives the Administrator's prior written approval fo activity. 28.3 AGE OF CONTRACTOR'S COLLECTIO VEHICLES None of the Collection vehicles used by the Co ctor under this Agreeme 11 be more than ten (10) years old. The Contr'actor's fleet of vehi les shall have an average ge of seven (7.0) years or less. When calculating the average age of the Contractor's fleet, the Contractor shall include all Collection vehicles, including reserve and spare ides. 28.4 ANCILLARY EQUIPMENT IN CONTRAC EH LES 28.4.1 vehicles used to provide Collection s under this Agreement shall be equipped at all times with: (a) all safety equipment required by Applicable Laws; (b) a fire extinguisher; (c) a shovel and broom; (d) a spill response kit; and (e) an audible back-up warning device. The spill response kit shall be suitable and dequate for cleaning up any leaks or spills of oil, hydraulic fluid, or other liquids from Contractor's Collection vehicles. 2 . All vehicles used to provide Collection Services under this Agreement shall be equipped with a two-wa adio, cellular telephone, or other equipment appropriate for communications between the vehicle operator, the Field Supervisor, and the District Manager. 28.4.3 If the Contractor's Collection vehicles are equipped with Global Positioning Systems ("GPS"),the Contractor shall provide its GPS logs and records to the Administrator, upon request. 28.5 RESERVE VEHICLES AND EQUIPMENT 28.5.1 The Contractor shall have sufficient reserve vehicles and equipment available to complete daily Collection routes according to the schedules established pursuant to this Agreement. The use of reserve vehicles and equipment shall include, but not be limited to occasions when front-line vehicles and equipment are out of service, or when delays will prevent front-line vehicles and equipment from completing their Collection route(s)within the established hours of Collection. 38 28.5.2 The reserve vehicles and equipment shall be ready to go into service within two (2) hours of any breakdown or delay experienced by a front-line vehicle. The reserve vehicles and equipment shall be similar in size and capacity to the vehicles and equipment being replaced. 28.6 MAINTENANCE AND CLEANING 28.6.1 The Contractor shall keep all Collection vehicles, Mechanical Containers, and equipment cleaned and painted to present a pleasing appearance at all times. All Collection vehicles and Mechanical Containers used primarily for the Collection of Garbage shall be washed thoroughly and sanitized with a suitable disinfectant and deodorant at least once each week, unless the Administrator approves an alternate cleaning schedule. Other Collection vehicles and Mechanical Containers shall be cleaned and washed, as necessary, to minimize the otential for odors and nuisance conditions. 28.6.2 The Contractor's Collection Plan must include a sche ule for cleaning, painting and maintaining each Collection vehicle and Mechanical Container. At a minimum, the Contractor shall maintain each Collection vehicle and Mechanical Container in compliance with the manufacturer's rommendations. The Collection Plan also must explain and demonstrate how the Contractor shall comply with the requirements in Section 28.6.4,below. NLk 28.6.3 The Contractor shall monitor, maintain and repair its Collection vehicles and equipment to prevent fuel, lubricants, and other liqui from leaking or spilling. Oil and hydraulic systems, and waterproof seals and enclosures, on the Contractor's vehicles and equipment shall be kept in good repair at all times to prevent leaks and spills. 28 The Contractor shall vide a new or reconditioned Mechanical Container to each Commercial Customer at least once every twelve (12) months. This requirement applies to all Mechanical Containers, including Roll-Off Containers. To demonstrate compliance with this requirement, the Contractor shall paint by stencil or use other permanent means to mark the date (i.e., month and year) on each Mechanical Container when the Mechanical Container was placed into service. This to shall be marked on the front upper left corner of the Mechanical Container and the size of the Mechanical Container shall be marked in the same manner on the front upper right corner of the Container. 28.7 IDENTIFICATION OF CONTRACTOR'S VEHICLES AND EQUIPMENT 28.7.1 The Contractor's name and telephone number shall be displayed at all times, in letters at least five (5) inches high, on the driver's side and the passenger's side of each one of the Contractor's Collection vehicles. Truck identification numbers shall be displayed at all times, in letters at least five (5) inches high, on all four (4) sides of all Collection vehicles. 28.7.2 All of the Contractor's Collection vehicles shall display information identifying the type of material (e.g., Solid Waste or Recyclable Materials) being collected. The information shall be displayed at all times, on the driver's side and the passenger's 39 side of the vehicle body, in letters at least five (5) inches high. Upon the Administrator's request, the Contractor's vehicles also shall display information promoting the City's Solid Waste or Recycling programs. The information displayed on the Contractor's vehicles shall be subject to the approval of the Administrator and the Contractor, which approval shall not be unreasonably withheld. 28.7.3 The Contractor shall label each one of its Mechanical Containers with the Contractor's name and telephone number, and the identification number for the Mechanical Container. The labels shall be comprised of letters and numbers that are at least five (5) inches high. The labels shall be laced on at least two (2) sides of each Mechanical Container. At least one labefflnust be readily visible when the Mechanical Container is placed at the Cu tomer's site. 28.8 COMPLIANCE WITH THE LAW APPLICA O VEHICLES 28.8.1 At all times, the Contractor an is employees 1 operate and maintain all Collection vehicles and equipment in compliance with 11 Ap licable Laws. 28.8.2 At all times, the Contractor shall maintain all necessary licenses and registrations, and shall timely all fees and taxes, on all vehicles and equipment, as required under Applicable 28.8.3 All equipment shall op n compliance with the Florida Uniform Traffic Control Law, Chapter Flon utes, and Ordinance. 28.9 CITY'S RIGHT TO INSPECT CON RACTOR'S VEHICL AND EQUIPMENT 28.9.1 The Administrator may inspect the Contractor's vehicles, equipment, licenses, and registrations at any reasonable time. The City reserves the right to inspect each Collection vehicle, each day,prior t its use in the City. 2 7anCollection dministrator shall have thority to require the Contractor to immediately from service any Collection vehicle or equipment that is leaking or spilling Solid Waste, or Recyclable Materials. The Administrator also may require vehicle, _Collection Container, or other equipment to be cleaned, , painted, repaired, or maintained immediately. In such cases,the Contractor shall comply with the Administrator's request within one (1) Operating Day or the Contractor shall take the vehicle, container, or equipment out of service until the reques*to ork can be completed. Further, the Administrator may require the Col pressure spray and promptly clean any location where one of the Contractor's Mechanical Containers has leaked fluids or spilled Solid Waste and thereby stained soils or pavement or created odorous or nuisance conditions. 28.10 LOCAL STORAGE AND REPAIR OF CONTRACTOR'S VEHICLES The Contractor shall provide a storage yard, garage, and maintenance facility that enables all- weather, year-round maintenance operations for the vehicles and equipment used pursuant to this Agreement. By January 1, 2016, the storage yard, garage, and maintenance facility shall be located within twenty-five (25) miles of the City. The Contractor shall not use City property to store,wash, repair, or maintain any vehicles or equipment. 40 29. CONTRACTOR'S PERSONNEL 29.1 GENERAL REQUIREMENTS The Contractor shall use competent, qualified, sober personnel to provide the services required by this Agreement. The Contractor shall devote sufficient personnel, time and attention to its operations under this Agreement to ensure that its performance will be satisfactory to the City. 29.2 DISTRICT MANAGER Contractor shall appoint an employee to serve as the Distr .Manager. The District Manager shall be the Contractor's primary point of cont ct with the City for all technical and administrative matters pertaining to this Agreem The District Manager must have at least five (5) years of prior managerial experience with rams of this nature and size. The District Manager shall have the authority to make significant decisions relevant to the day-to-day operation of Contractor's program under this Agreement. The District Manager shall have direct access to the Contractor's management for resolving problems beyond the District Manager's authority. At all times during the term of this Agreement, the Administrator shall have immediate access to the District Manager by telephone and electronic mail. The District Manager shall be responsible overseeing and implementing the Contractor's performance under this Agreement. 29.3 FIELD SUPERVISOR The Contractor shall designate one o re Field Supervisors, o shall oversee the Collection Service provided under this Agreemen . The Field Supervisor(s) shall have immediate access to an automobile or truck between 6:00 a.m. and 7:00 p.m., every Operating Day. At all times during the term of this Agreement, the Administrator shall have immediate access to the Field Supervisor(s)by telephone and electronic mail. 29.4 EMPLOYEE CONDUCT N ntractor's p onnel sha maintain a courteous and respectful attitude toward the public at s. The Contractor shall instruct its employees to avoid loud or profane language during formance of their duties under this Agreement. Contractor's employees shall not cause any disturbance, interference, or delay to any work or service rendered to the City or by the City. Contractor's eVIDECATION l not conduct themselves in a negligent, disorderly or dishonest manner. 29.5 EMPLOYEE The Contractor shall furnish each employee with an appropriate means of identifying him or her as an employee of the Contractor (e.g., a uniform with a name tag and company logo). The Contractor's employees shall wear the identification at all times while on duty. The Administrator has the right to approve the identifiers or identification furnished by the Contractor. 29.6 ATTIRE FOR EMPLOYEES 41 Employees and subcontractors of the Contractor shall wear proper attire at all times when working for the City under this Agreement. Proper attire shall consist of appropriate pants or shorts, a shirt with the Contractor's name or logo, and boots or similar footwear. 29.7 REMOVAL OF EMPLOYEES The Administrator reserves the right to disapprove and request removal of any Contractor personnel assigned to the City's work. Such disapproval or request shall be for reasonable cause only and shall be addressed in writing to the Contractor's District Manager. Notwithstanding the foregoing, the Contractor shall not be required to take any action with regard to the Contractor's personnel that would violate any Applicable Law. The Contractor shall defend, save, and hold the City harmless from and against legal actions by any e ployees so removed. 29.8 EMPLOYEE TRAINING AND LICENSES 29.8.1 All of the Contractor's employees shall e quali i and appropriately trained for the tasks assigned to them. The Contractor shall provide refresher courses and additional training to its employees, as needed, to ensure compliance with the requirements of this Agreemen all Applicable Laws. 29.8.2 At all times when operating vehic es or equipment pursuant to Agreement, the Contractor's employees hall carry a valid Florida driver's licen e for the type of vehicle or equipment being erated. 29.8.3 The Administrator may request the Contractor's employees to produce their driver's license for inspection at any time when the employee is on duty. 29.9 CONTRACTOR'S COMPLIANCE OR LAWS The Contractor shall comply with all Applicable Laws concerning the protection and rights of employees, including but not limited to equal employment opportunity laws, minimum wage laws,immigration laws,the Americans with Disabilities Act,and the Fair Labor Standards Act. 29.10 LEGAL STATUS OF CONTRACTOR'S EMPLOYEES A Person employed by the Contr3W shall have no right or claim to any pension, workers' compensation, unemployment compensation, civil service, or other employee rights or privileges granted to the City's officers and employees. The Contractor shall have the sole responsibility for paying any wages and providing any employment benefits to such Person. 29.11 SUBCONTRACTORS AND TEMPORARY LABOR To the greatest extent practicable, the Contractor shall provide all of its Collection Services within the City by using permanent employees of the Contractor. The Contractor shall minimize and, if possible, eliminate the use of subcontractors and temporary labor for the provision of Collection Services. No subcontractors or temporary labor shall be used to provide Collection Services without the prior approval of the Administrator. 42 30. CONTRACTOR'S LOCAL OFFICE 30.1 The Contractor shall maintain a local customer service and dispatch office within twenty-five (25) miles of the City. The Contractor's office shall be open for business from 8:00 a.m.to 5:00 p.m., Monday through Friday, and 8:00 a.m. to 2:00 p.m. on Saturdays. However, the Contractor's office does not need to be open on Holidays. 30.2 The Contractor's office shall be equipped with sufficient personnel and equipment to document and timely respond to all inquiries, issues, and Legitimate Complaints raised by the City or Customers. A responsible, experienced person shall be present and in charge of the office during all business hours. Contractor's office staff shall be fami ith the City and the Contractor's obligations under this Agreement. 30.3 The Contractor shall have a toll-free telephone number for calls from Customers in the City. The Contractor's telephone system shall have the capacity to receive multiple telephone calls simultaneously. All calls concerning complaints shall be answered by a Person located in the Contractor's local office. The Contractor shall have extra staff working in the Contractor's office each Operating Day in June 2015 and as long thereafter as necesgr to ensure Contractor's compliance with the requirements in Sections 30.2, 31-1.4, and 31.1.5. The Contractor's telephone number shall be listed in the Contractor's we ge and the t largest telephone directories in the City. Contractor shall use an answering machine or a ring service to receive and record messages when the office is closed or the Contractor is receiving more calls than its staff can answer. The answering machine or seNhan. give Customers the telephone number that the Customers may use to report mergen 30.4 The Contractor shall stablish a process for receiving anemergency call s, both during and after normal operating rs. The Contractor's process shall ensure that a Customer receives an immediate response aft a porting an emergency. Such process shall be subject to the Administrator's approvl. 30.5 The Contr tor's office shall be equipped with a two-way communication system that can be used to pro ptly contact the Administrator, the Contractor's District Manager, the Contractor's Field Supervisor, and all of the Contractor's Collection vehicles. 30.6 Garbage Carts shall b red at the Contractor's local office and made available to Customers, pursuant to Section 27.3. above. 31. OUST ER ATIONS 31.1 HANDLING CU O COMPLAINTS AND REQUESTS 31.1.1 The Contractor shall be responsible for receiving and responding to all complaints and requests from Customers. Any complaint or request received by the Contractor shall be entered into the Contractor's electronic tracking system pursuant to Sections 31.1.4 and 31.1.5 and then the Contractor shall promptly initiate its response. 31.1.2 The District Manager or their designee shall determine initially whether a Customer's complaint is a Legitimate Complaint. If there is a dispute with the Customer or uncertainty, the Administrator shall make the final determination as to whether a Customer's complaint is a Legitimate Complaint. Legitimate Complaints include but are not limited to: 43 • Missed Collections; • Failure to respond to Missed Collections in compliance with the requirements of this Agreement; • Mishandling of Solid Waste, Recyclable Materials, or Collection Containers; • Failure to maintain vehicles, Collection Containers, or equipment in compliance with this Agreement; • Damage to public or private property; • Failure to pick up litter; • Failure to obey traffic regulations;Zand• Discourteous treatment of Custom 31.1.3 The Contractor shall take whatever steps are necessary to promptly remedy the cause of a Legitimate Complaint. If Abe Contractor is informed about a Legitimate Complaint before noon on an 4perating Day, the Contractor shall remedy the complaint before the end of that day. If the Contractor is notified about a Legitimate Complaint after noon on an Operating Day, or at any time on a Sunday or Holiday, the Contractor shall remedy the complaint before noon on the next Operating Day. The Contractor may request and the Administrator shall grant additional time to remedy a Legitimate Complaint when the Contractor uses its best efforts to correct the problem,but is unable to do so within the time provided herein. 1 31.1.4 The Contractor shall establish a real-ti web-based system for tracking complaints. This system shall be fully operational no later than June 1, 2015. The Contractor shall enter all complaints into the Contractor's electronic tracking system within one hour after the Contractor receives the complaint; however, if complaints are received when the Contractor's local office is closed, the complaint shall be entered into the electronic tracking system within two (2) hours after the office eopens on the next Operating Day. The Contractor shall configure the system in a er that allows the Administrator to (a) access the system and monitor the co aints from the City's computers, (b) identify the locations of the Customer complaints in real time on a street map, and (c) compare current and historical complaints, by type of complaint and by location. The Contractor's system shall be designed to provide immediate notice to the Administrator when a complaint is ntered into the Contractor's tracking system. However,the Administrator does not need the ability to enter or delete data in the electronic tracking system. The format of the information collected in the electronic tracking system shall be subject to the Administrator's approval. With the Administrator's approval, the electronic tracking system may be used as the Contractor's complaint log, pursuant to Section 34.2.6,below. 31.1.5 The Contractor shall establish a real-time web-based system for receiving and tracking a Customer's request for service. This system shall be fully operational no later than June 1, 2015. The Contractor's webpage shall be designed to enable Customers to easily submit requests for service and receive prompt responses from the Contractor. The web-based system shall be available to Residential Customers and Commercial Customers. The Contractor shall closely monitor such requests and shall provide initial responses within twenty-four (24) hours after receiving a 44 Customer's request. The Contractor's system shall be designed to provide immediate notice to the Administrator when a request is submitted to the Contractor. 31.2 DISPUTE RESOLUTION PROCESS FOR CUSTOMERS 31.2.1 The Contractor shall promptly notify the Administrator whenever the Administrator needs to resolve a dispute between a Customer and the Contractor, including but not limited to disputes concerning the proper interpretation and implementation of this Agreement and the Ordinances. The Contractor also shall promptly notify the Administrator about any disputes with a Customer that the Contractor has not been able to resolve within two (2) Operating after receiving the Customer's complaint. 31.2.2 The Administrator shall evaluate the facts concerning such disputes and shall make a fair and impartial determination about such matters. The Administrator shall notify the Contractor and the Customer in writing concerning the Administrator's decision about the disputed issues. 31.2.3 The Contractor and Customer shall have three (3) Operating Days to comply with the Administrator's decision or, in the alternative, provide the A ministrator with a written request for earing before the City Manager. 31.2.4 If a request is filed,t e i y Manager shall act upon such request within twenty (20) Operating Days. The City Manager shall provide the parties an opportunity to present their arguments and evidence concerning the relevant issues. The City Manager shall notify the Customer, the Contractor, and the Administrator in writing concerning the City Manager's decision. The City Manager may: confirm, in whole or in part, the Administrator's findings; grant relief to the Customer or the Contractor; or take whatever other action the City Manager deems necessary and appropriate. The City Manager ecision shall be final and shall not be subject to further appeal within the City. 32. CONTRACTOR'S RELATIO SHIP WITH THE CITY 32.1 A BILITY OF CONTRA 'S REPRESENTATIVES ThNCon ra ctor shall cooperate with the City in every reasonable way to facilitate the successful completion of the activities contemplated under this Agreement. The City shall have twenty-four (24) hour access to the Contractor's District Manager and Field Supervisor via telephone and electronic mail from the City. Answering machines, pagers, or other devices that do not provide for immediate contact with the Contractor's District Manager and Field Supervisor shall not satisfy the requirements of this paragraph. The Contractor's District Manager shall meet with the Administrator within five (5) Operating Days after receiving a request for a meeting to discuss the Contractor's performance under this Agreement or other issues of concern to the Administrator. 32.2 ADMINISTRATOR'S REVIEW OF CONTRACTOR'S PERFORMANCE The Administrator is hereby designated as the public official responsible for the day-to-day administration of this Agreement by the City. The Contractor shall diligently work with the Administrator to formulate and adopt procedures that will facilitate the Contractor's performance 45 under this Agreement and the Administrator's review of the Contractor's work. 32.3 CITY'S RIGHT TO INSPECT CONTRACTOR'S OPERATIONS The City shall have the right to inspect the Contractor's facilities and operations at any reasonable time to determine whether the Contractor's performance complies with the requirements of this Agreement. The Contractor shall make its facilities and operations available for the City's inspection and shall cooperate fully. 32.4 CITY'S RIGHT TO APPROVE Whenever this Agreement authorizes the City or one of its representatives (e.g., the Administrator)to approve a request by the Contractor,the City shall have the right to withhold its approval until the Contractor submits all of the information needed to evaluate the Contractor's request. The City shall fairly and objectively evaluate the information provided by the Contractor, as well as any other relevant facts. The consent of the City shall not be unreasonably withheld or delayed, except as otherwise explicitly provided herein. However,the City shall have the exclusive right to weigh the relevant facts and determine whether the approval of the Contractor's request is consistent with the requirements in this Agreement d the public interest. 33. CONTRACTS FO OMMER IAL LLECTIO SERVICE 33.1 CONTRACTS FOR CO MMER L COLLECTION SERVICE The Contractor shall enter into a service contract with each Newetustomer before the Contractor provides Commercial Collection Service to that Customer. The Contractor shall use its best efforts to enter into service contracts with all existing Co ercial Customers (i.e., Customers already receiving Collection Service from the City's franchised hauler on May 31, 2015) before June 1 1AL5,. The Contractor shall prepare a standard form that the Contractor shall use as its service contract with Commercial Customers. The proposed form shall be provided to the Administrator for approval before the Commencement Date, and whenever the Contractor proposes to change its content. The terms and conditions contained in the form shall be consistent with the requirements in this Agreement; the service contract shall not contain any requirements or fees that are not authorized in this Agreement. The term of the service contract shall not extend beyond the term of this Agreement. The Administrator shall have the authority to approve the Contractor's service contract, or require additions, deletions, or changes to the language therein, including changes to the language provided below. The Contractor's service contract shall identify the service(s) that will be provided, the size and type(s) of Collection Container(s) that will be used,the frequency of Collection,the Scheduled Collection Day(s), and the Rates for the services that will be provided to the Customer. The service contract also shall contain the following information,unless alternate language is approved by the Administrator. REGULATION BY DELRAY BEACH This contract for the collection of Solid Waste is regulated by the City of Delray Beach. If you have questions that you cannot resolve with the Contractor 46 regarding the terms and conditions in this contract, you may call the City's contract administrator at(561) 243-7219. COMPACTORS AND ATTACHED ROLL-OFF CONTAINERS Commercial Customers may provide their own Compactor and attached Roll- Off Container for the solid waste that they generate on their property, if their Compactor and attached Roll-Off Container is one that can be serviced by the Contractor's collection equipment. In the alternative, a Commercial Customer may obtain a Compactor and attached Roll-Off Container from the Contractor. In either case, the Compactor and attached Roll-Off Container must be maintained in a safe, sanitary, serviceable condition by the owner of the Compactor and Roll-Off Container. RATES FOR SF RVICES The City has approved standard ates or the collectio of Solid Waste and Recyclable Materials. Under th ontract, you will pay the following fees for the Contractor's services. You m y call the City if you have questions about any of the Contractor's rates. 'qq 33.2 DISCLOSURE OF FEES F OMMERCIAL OL ECTION SERVIC The Contractor's service contract shall ide ify all of the services that the Contractor will provide to the Commercial Customer and all of the associated Ra . No fees or charges may be collected from any Commercial Customer unless such fees and harges were disclosed to that Customer before the Contractor provided its services. With regard to existing Commercial Customers, the Contractor shall be presumed to have disclosed its Rates if the Contractor provided notice in compliance with Section 35 prior to commencing its Collection Service. This presumption shall expire on September 1, 2015. Thereafter, if a dispute arises between a Customer concerning the Contractor's Rates,the Contractor will need to demonstrate that it has a service contract with the Customer or otherwise fully disclosed its Rates to the Customer prior to i providing its Collection Servic 33.3 RESERVED 33.4 INITIATION OF SERVICE TO A COMMERCIAL CUSTOMER IV IN On February 1, 2015, the Contractor shall begin to provide its Collection Services to each Commercial Customer in the Service Area. Thereafter,the Contractor shall provide its Collection Services for Commercial Waste within three (3) Operating Days after the Contractor receives a request for service from a New Customer and the New Customer signs a service contract with the Contractor. 33.5 TERMINATION OF SERVICE TO A COMMERCIAL CUSTOMER The Contractor may terminate Collection Service to a Commercial Customer based on the Customer's failure to pay the Contractor's bills for Collection Service. The Contractor shall notify the Administrator at least fifteen (15) calendar days before service is terminated to a Commercial Customer. Upon being notified, the City shall take whatever action it deems appropriate to enforce compliance with the City's Ordinances. 47 If Collection Service is terminated, the Contractor may remove from the Customer's Premises any Collection Containers or other equipment belonging to the Contractor. Contractor may charge Interest on delinquent accounts with Commercial Customers and may charge a reasonable fee for the resumption of service, subject to Applicable Laws. The proposed fee for the resumption of service shall be subject to the Administrator's approval. 34. RECORD KEEPING AND REPORTING 34.1 GENERAL RECORD KEEPING AND REPORTING REQUIREMENTS 34.1.1 The Contractor shall be solely responsible for keeping all of the records and documents necessary to demonstrate that Contractor has performed its duties in compliance with the requirements in this Agreement. The Contractor's records shall be accurate, well-organized and up-to-date at all times. The Contractor's records concerning its performance under this Agreement shall be kept in the Contractor's local office or in another location in Palm Beach County for at least three (3) years following the termination of this Agreement. 34.1.2 All of the Contractor's reports to the City sh Iftware.submitted i lectronic (digital) format that is compatible with the City's Hard c s also shall be provided, if requested by the Administrator, or if they are expressly required herein. The format and content of the Contractor's reports are subject to the Administrator's approval. The reports shall be signed by th District Manager or other duly authorized representative of the Contra r. 34.1.3 The Contrab4hall prepare the logs identified in Sections 34.2.1, 34.2.2, 34.2.3, 34.2.5, 34.2.6, 34.2,.7 and 34.2.8 of this Agreement. The Contractor is encouraged to maintain the other log identified in Section 34.2, but the Contractor shall not be required to do so,unless the Administrator concludes that the reporting requirements in Section 34.2.4 must be enforced to ensure the Contractor's compliance with the other provisions in this Agreement. All of the Contractor's logs shall be maintained in an electronic database that is compatible with the City's software systems. The database shall be available for inspection by the City at-any time during normal business hours. Upon request,the information in the logs shall be provided to the Administrator within five (5) Operating Days. The general format and content of the Contractor's logs shall be subject to the Administrator's approval. 34.2 SPECIFIC RECORDKEEPING REQUIREMENTS 34.2.1 Collection Service Log—The Contractor shall maintain records and a log concerning all of the Collection Services the Contractor provides to each Customer in the Service Area. At a minimum, the records shall identify: the type of service provided to each Customer; the date(s) when service was provided; the size of, and frequency of Collection for, the Mechanical Containers (if any) used by the Customer; and the Collection Services (e.g., Special Collection Services), if any, for which the Customer paid a fee directly to the Contractor. The Contractor shall maintain the same records with the same information for all of the Collection 48 Services that the Contractor provides to the City pursuant to Section 36. The Contractor shall summarize its records in a log. 34.2.2 Solid Waste Disposal Log — The Contractor shall maintain records and a log concerning all of the Solid Waste it collected in the Service Area, including the materials collected for the City pursuant to Section 36. The records shall identify the amounts of Solid Waste collected and the locations where the Solid Waste was taken for disposal, as documented by scale house tickets and receipts. The records shall address each Load of Solid Waste for each Collection vehicle for each Operating Day. These records shall be summarized in a log. 34.2.3 Recyclable Materials Log — The Contractor all maintain records and a log concerning all of the Source Separated Recyclable Materials it collected in the Service Area, including the materials collected for the City pursuant to Section 36. The records shall identify the amounts of Source Separated Recyclable Materials collected and the locations where the Source Separated Recyclable Materials were taken for processing, as documented by scale house tickets and receipts. The records shall address each Load of Source Separated Recyclable Materials for each Collection Vehicle for each Operating Day. These records shall be summarized in a log. 34.2.4 Vehicle Mainten ce Loy — Upon request, the Contractor shall eep maintenance records and a log for each vehicle used for Collection Service. At a minimum, the log shall show: the identification number for the vehicle;the date and description of all routine maintenance activities; and the date and description of all repair activities. 34.2.5 Non-Collection Notice Log — The Contractor shall maintain records and a log of all occasions when the Contractor issued Non-Collection Notices. The log shall include: the date when the notice was issued; the Customer's street address; and the reason for the Non-C ction Notic . 34\34.2.7ertv 26 Complaint Lo The Co or shall maintain records and a log of all complaints. log shall include: the da e and time when the Contractor was notified by the or Customer; the Customer's street address; a description of the complaint; her the complaint was a Legitimate Complaint; the date and time when the laint was resolved; and a description of how the complaint was resolved. Dama e Lo — The Contra ctor shall maintain records and a log concerning ccidents and events when Contractor's employees, vehicles, or equipment caused an injury to any Person or domestic animal, or damage to any public or private property. At a minimum, the log shall include: the date and time when the event occurred; the address where the event occurred; the name of the Person that reported the event; a description of the event; the vehicle or equipment number, and/or the name of the employee involved in the event; the name and address of the Person suffering the injury or damage; a description of the injury or damage suffered; and a description of how and when the matter was resolved. 34.2.8 Cart Log — The Contractor shall maintain records and a log concerning the Garbage Carts and Recycling Bins that are provided by the Contractor pursuant to this Agreement. At a minimum, the log shall identify: the location of the Residential Property occupied by each Customer that received a Garbage Cart or Recycling Bin; 49 whether the Customer received a replacement cart or purchased a new cart; and the size of the cart that was provided. 34.3 QUARTERLY REPORT 34.3.1 The Contractor shall submit a quarterly report to the Administrator no later than the fifteenth (15th) day of each calendar quarter (i.e., January 15; April 15, July 15; October 15). At a minimum, the quarterly report shall contain the following information for the previous quarter: (a) the total quantity of each type of Residential Waste (e.g., Garbage; Bulky Waste) delivered to each Designated Facility pursuant to this Agreement; (b) the total quantity of Source Separated Recyclable Material delivered to each Designated Facility; (c) the amount of Solid Waste and Source Separated Recyclable Material (if any) delivered to other facilities; (d) the number of Missed Collections; (e) a summary of each accident involving personal injuries or property damage; and (f) the total number of Legitimate Complaints. 34.3.2 The quarterly report shall in de any information requested by the Administrator to enable the City to comply w h Chapter 403, Florida Statutes, or other Applicable Laws concerning Recycling rates, Recyclin goals, Solid aste management programs, or simi afters. hh 34.3.3 Whenever the Con rac or submits a quarterly report to the City, the Contractor also shall submit a signed written statement from the District Manager or their designee, verifying that the quarterly report is accurate in all respects. The District Manager or their designee also shall verify in each quarterl eport that (a) all of the Solid Waste and Source Separated Recyclable Material collected by the Contractor under this Agreement ha been delivered to a Designated Facility, and (b)the Contractor's quarterly report ac rately accounts for all such deliveries. 34.4 ANNUAL REPOR 44 tractor sha submit an annual report to th Administrator no later than sixty (60) calendar after the end of each Operating Year. At a minimum, the annual report shall include the fo ing information: (a) annualized information for all items required in the quarterly reports; (b) updated lists of all vehicles and equipment used to provide Collection Service under this Agreement; (c) a description and inventory of the equipment, facilities, manpower, and other resources available for emergency conditions; (d) a trend analysis and overall evaluation of the number and types of Legitimate Complaints received by the Contractor on a monthly and annual basis during the term of this Agreement; (e) a corrective action plan for systemic and chronic problems,if any; (f) an updated Collection Plan; (g) an updated Contingency Plan; (h) an updated Safety Plan; (i) a summary of all accidents and Legitimate Complaints involving personal injuries or damage to public or private property during the prior year; and 0) a list of the vehicles, if any, that will be replaced in the upcoming year to comply with the requirements in Section 28.3 herein. 34.5 ACCIDENT REPORTS The Contractor shall notify the Administrator of any accidents involving the Contractor's staff, vehicles, or equipment that occur while the Contractor is performing services under this Agreement and require notification to OSHA or any other regulatory agency under Applicable 50 Laws. The Contractor also shall notify the Administrator of accidents involving personal injuries or damage to public or private property. In all such cases, oral notice shall be provided within six (6) hours of the accident and a written report shall be provided to the Administrator within one (1) Operating Day of the accident. If any issues are unresolved at that time, a subsequent report shall be provided to the Administrator within two (2) Operating Days following the ultimate disposition of the case. The oral and written reports shall include the date and time of the event, a description of the event, an estimate of the damages and injuries (if any) caused by the event, and a description of how the event and any associated damages and injuries were handled or will be handled. 34.6 CITY'S RIGHT TO INSPECT AND AUDIT CONTRACTOR'S RECORDS Contractor shall cooperate with the Administrator and provide every reasonable opportunity for the City to ascertain whether the duties of the Contractor are being performed properly. Contractor shall promptly provide any information regarding the services provided by the Contractor under this Agreement, in addition to the information required explicitly by this Agreement,that the Administrator or the Contractor deem relevant under the circumstances. The City shall have the right to inspect, copy, and audit, at the City's expense, all of the Contractor's records concerning the Contractor's services under this Agreement, except confidential personnel records. The Contractor's records shall be made available for inspection in the City during normal business hours, within five (5) Operating Days after the City requests the records. The Contractor may provide electronic copies of the records, in lieu of hard copies. 34.7 PUBLIC'S RIGHT TO INSPECT 1VT R'S RECORDS The Contractor A99&6 shall comply with all applicable requirements contained in the Florida Public Records Law (Chapter 119, Florida Statutes), including but not limited to any applicable provisions in Section 119.0701, Florida Statutes. To the extent that the Contractor and this Agreement are subject to the requirements in Section A 119.070 1, Florida Statutes,the Contractor shall: Go SS a) kee and maintain all records that ordinarily and necessarily would be required to be kept by the City in order to perform the services provided hereunder; provide the public with access to public records on the same terms and conditions at the City would provide the records and at a cost that does not exceed the cost cified in Chapter 119, Florida Statutes, or other laws; (c) ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed, except as authorized by law; and (d) comply with all requirements for retaining public records and transfer, at no cost, to the City all records in the possession of the Contractor at the expiration or termination of this Agreement, and destroy all public records that are confidential and exempt from public records disclosure requirements. If the Contractor fails to comply with the requirements in this Section 34.7, the City may enforce these provisions in accordance with the terms of this Agreement. 51 35. PUBLIC NOTICES AND EDUCATIONAL SERVICES The Contractor shall provide the following notices and educational services to help inform the public about the City's Solid Waste management system. The Contractor shall work closely with the City when preparing the notices, educational materials, and promotional information required pursuant to this Section 35. The design and content of the notices, educational materials, and promotional information shall be subject to the Administrator's prior approval. The Contractor shall be responsible for all expenses associated with the notices and educational services required herein. 35.1 NOTICE FOR COMMENCEMENT OF SERVICE At least thirty (30) calendar days before June 1, 201 *, e ontractor shall design, print, and deliver a notice to each Commercial Customer concerning the Contractor's Collection Services. Notice shall be provided to Residential Customers approximately two (2) weeks before June 1, 2015 and again approximately one week before June 1, 2015. The notice shall be delivered by the U.S. Postal Service or hand delivered via door hangers. At a minimum, the notice to Residential Customers shall (a) identify each of the Scheduled Collection Days for the Customer receiving the notice, (b) summarize the applicable Set Out requirements, and (c) include other educational and promotional information provided to the Contractor by the City. The notice also may provide any other relevan nformation concerning the Contractor's services.1%16 35.2 ANNUAL NOTICE TO CUS ER The Contractor shall design, print, and mail or deliver an annual notice to all Residential Customers within the Service Area. The notice shall include the same basic information provided for the commencement of service pursuant to Section 35.1, above, but shall be updated as necessary. The Contractirh ll provide the annual notice in December of each Operating Year. 35.3 N TILES FOR NEW CUSTOM he Contractor design, print, and m deliver appropriate informational materials for each New Custom t a minimum the notice shall include the same information that is contained in the annua cc pursuan to Section 35.2. 35.4 NOTICES NCERNI CHANGES IN COLLECTION SCHEDULES The Contractor s all design, print, and deliver a notice to each Customer that will be affected by a change in the Scheduled Collection Days. An electronic (digital) copy of the draft notice shall be submitted to the Administrator for review and approval at least three (3) weeks prior to the printing and delivery of the notice. The approved notice shall be delivered to the affected Customers before the Contractor changes its Scheduled Collection Days. Notice shall be provided twice to Residential Customers that receive Collection Service at Curbside. Such Customers shall receive notice approximately two (2) weeks prior to the change and then they shall receive notice again approximately one (1)week prior to the change. 35.5 NOTICES FOR HOLIDAYS 52 In accordance with the procedure in Section 35.4, the Contractor shall provide notice to Customers that will be affected by a change in their Scheduled Collection Days because of a Holiday. 36. CONTRACTOR'S COLLECTION SERVICES FOR THE CITY 36.1 GENERAL REQUIREMENTS Subject to the conditions contained herein, the Contractor shall provide Collection Services for the City at certain City facilities and public locations designated by the City. The Contractor shall be solely responsible for all of the costs and expenses associated with these services, including the cost of Collection, Tipping Fees, and the cost of purchasing, delivering, and using Collection Containers, except as otherwise explicitly set forth herein. With regard to the Contractor's services for the City,the City shall determine: (a)the size of the Collection Containers that shall be provided by the Contractor; (b) the frequency of Collection Service for each Collection Container; (c) the location where the Collection Container will be placed by Contractor; and (d) the types of Collection Containers to be used. The City shall have the right to increase or decrease the number of Collection Containers at any location, as well as the right to add new locations for the placement of Collection Containers. At a minimum, the Contractor's Collection Services for the City's properties and facilities shall be provided in compliance with the following requirement . (a) Garbage s w all be collected twice eac eek; (b) Source Separated Recyclable Materials shal e collected once each week; and (c) Mechanical Containers uset for the Collection of Yard Waste and/or mom S ction and Demolition Debris shall be emptied by the Contractor r the Mechanical Containers are full. If the Administifies the Contractor before 12 p.m. (noon) that a Mechanical Container used by the Ci1, the Contractor shall empty the container on the same day. If the Administrator notifies the Contractor after noon, the Contractor shall empty the Mechanical Container before noon on the next Operating Day. In addition, the Contractor shall increase the size of the Collection Container or the frequency of Collection Service for any Collection Container if the A ministrator determines the current level of service is inadequate. 36.2 COLLECTION OF LID WASTE AND SOURCE SEPARATED RECYCLABLE MATERIALS AT CITY FACILITIES The Contractor shall provide for the Collection of Solid Waste and Source Separated Recyclable Materials from any property that is owned, occupied, or controlled by the City, including any such property that is acquired during the term of this Agreement. Exhibit 9 identifies the City properties that shall receive Collection Service, and it identifies the type and level of Collection Service to be provided to each City property, beginning on February 1, 2015. The Contractor's obligation under this Section 36.2 includes the Collection of Solid Waste and Source Separated 53 Recyclable Materials that are collected by the City at other locations as a result of City operations and then transported to the City properties identified in Exhibit 9. 36.3 COLLECTIONS FROM TRASH RECEPTACLES AND RECYCLING CONTAINERS AT BUS SHELTERS,PARKS,AND OTHER PUBLIC LOCATIONS The Contractor shall provide Collection Service for all of the Garbage and Rubbish discarded in: (a)the trash receptacles located adjacent to the public bus shelters that are identified in Exhibit 7; (b) the trash receptacles located along Atlantic Avenue, the Beach area, and Pineapple Grove, which are identified in Exhibit 11; and (c) the trash receptacles that the City will purchase and install in the locations where the City currently has "Big B " solar-powered trash compactors, which are identified in Exhibit 8. At all of these location , the Contractor shall collect and remove all of the Garbage and Rubbish that has been placed in the trash receptacle. The Contractor also shall replace the Plastic Bag in each receptacle, and pick up all of the litter within ten (10) feet of the trash receptacle, each time the receptacle is emptied. The Contractor shall provide these services at each location, at least two (2) times each week. The Contractor shall provide these services at each location identified in Exhibit 11 at least six(6)times each week. The City intends to install containers for the Collection of Source Separated Recyclable Materials at twenty (20) or more of the locations identified in Exhibit 11 for trash receptacles. The Contractor shall collect and remove the Source Separated Recyclable Materials from each of these Recycling Containers at least two (2) times each week. The Contractor also shall replace the Plastic Bag (if any) in each Recycling Container, as nec ssary. The Contractor shall be responsible for purchasing and r lacing all of the Plastic Bags used when providing Collection Service pu ant to this Section 36.3. The City sha e responsi le ,for purc asing nstalling intaining, and replacing the trash receptacles and Recycling Containers that will be used pursuant to this Section 36.3, except as provided in Exhibit 13. Each trash receptacle and Recycling Container shall be approximately fort gallons or less in capacity. The Contractor shall promptly notify the Administrator if one of the City's trash receptacles or Recycling Containers needs to be repaired or replaced. Exhibit 3C contain `per unit" Rates ($ per month) for providing Collection Service to a trash receptacle located in any one of the areas identified in Exhibits 7, 8, and 11. If the City increases or decreases the number of trash receptacles located in these areas, the City's payments to the Contractor shall increase or decrease, as applicable, based on the per unit Rate set forth in Exhibit 3C. In the same manner,the City's payments to the Contractor shall be increased or decreased,as applicable, if the City increases or decreases the number of Recycling Containers located in the areas identified in Exhibits 7, 8, and 11. 36.4 COLLECTION OF SOURCE SEPARATED RECYCLABLE MATERIALS AT PUBLIC DROP-OFF FACILITIES The Contractor shall collect the Source Separated Recyclable Materials that are delivered to the City's public drop-off facilities. The locations of the City's public drop-off facilities are identified in Exhibit 10. At each of these facilities, the Contractor shall provide separate Collection Containers for (a) paper and cardboard, and (b) plastics, metal, and glass. The Authority currently collects the paper and cardboard at each of the City's public drop-off facilities. As long as the Authority provides Collection Service for paper or cardboard, the Contractor shall not be required to collect such materials from the City's public drop-off 54 facilities. Subject to this exception for paper and cardboard,the Contractor shall collect all of the Source Separated Recyclable Materials at each drop-off facility at least once each week. If necessary, the Contractor shall provide larger Collection Containers or increase the frequency of Collection Service,without increasing the Rate charged to the City. 36.5 COLLECTION OF BULKY WASTE AND YARD WASTE The Contractor shall assign a driver and a clamshell truck to work with the Administrator on a full-time basis,five (5) days each week. This driver and vehicle shall be used primarily to collect piles of Bulky Waste and Yard Waste that have been placed at the Curbside before a Customer's Scheduled Collection Day. This driver and vehicle also may be used to collect debris from illegal dumping. This driver and truck shall be in addition to the equipment and personnel used to collect Bulky Waste and Yard Waste on Scheduled Collection Days under this Agreement. 36.6 COLLECTION OF BIOLOGICAL WASTE The Contractor shall provide Collection Service for dead anim , fish, and birds (collectively, `Biological Waste"), when requested to do so by the Administrator. Collection Service shall be provided if such Biological Waste is located on a public right-of-way, park, or other City property. The Contractor shall provide such Collection Service within two (2) hours after the Administrator requests service from the Contractor. In addition, each driver of the Contractor's Collection Vehicles shall be instructed to promptly notify the Field Supervisor if the driver sees Biological Waste in any of the City's roadways or public areas. The Field Supervisor shall promptly dispatch an employee to collect the Biological Waste after receiving notice from one of the Contractor's drivers. Notwithstanding the foregoing requirements in this Section 36.6, the Contractor is not required o collect remove dead horses, COS, whales, porpoises, or other equally large animals. 36.7 COLLECTIONS FOR SPECIAL PROJECTS The Contractor shall collect and dispose of the Construction and Demolition Debris and other Solid Waste generated by the City's employees when the City's employees undertake special construction projects in the City's parks or undertake similar projects on other City properties. However,the Contractor is not obligated to collect or dispose of Solid Waste generated by a third party contractor when the third party contractor is constructing or renovating the City's buildings or perfo *ng other similar work for the City. 36.8 COLLEC ION FOR CO UNITY EVENTS The Contractor shall provide Collection Service for certain Community Events (e.g., community clean-ups, parades; and other special events) that are designated by the Administrator. It is anticipated that the Contractor will be required to provide Collection Service for at least six (6) Community Events, including but not limited to the City's First Night celebration, the annual Christmas Tree Lighting, the Fourth of July celebration, the Chris Evert Tennis Tournament, the Delray Beach Open Tennis Tournament, and other professional tennis tournaments, when scheduled. If the City requests the Contractor to provide Collection Service for more than six(6) Community Events, the City and the Contractor shall negotiate mutually acceptable Rates before the additional Community Events occur, but the Rates charged to the City shall not exceed the Rates in Exhibit 3C. 55 The Contractor also shall provide Collection Service for Garbage, Rubbish, Source Separated Recyclable Materials, Bulky Waste, Yard Waste, and other debris collected when the City conducts a neighborhood or lot clean-up program for illegal dumping. In cases involving illegal dumping or other conditions that pose a nuisance or danger to the public, the Contractor shall provide its Collection Service within one (1) Operating Day after receiving a request for Collection Service from the Administrator. 36.9 CITY'S INTEGRATED SOLID WASTE MANAGEMENT PROGRAM AND PUBLIC EDUCATIONAL ACTIVITIES The City supports the integrated Solid Waste management plan adopted by the Authority and the City wishes to implement the plan in the Service Area. The City also wants to enhance the City's Recycling programs. The Contractor shall help the City by providing technical advice and assistance concerning these activities. The Contractor also shall help the City develop educational programs and materials concerning integrated Solid Waste management practices, including Recycling. However, the Contractor is not obligated to make any out-of-pocket expenditures to comply with the requirements in this Section 36.9. 37. CONTRACTOR'S EMERGENCY SERVICES 37.1 COLLECTION OF GARBA FTER A DISASTER Following a hurricane,tornado, or o�er natural or human event that is declared a federal disaster, the Contractor shall use its best efforts to immediately collect, by any means available, all of the Garbage that is Set Out by Customers. This shall be the Contractor's primary responsibility until the Contractor is able to provide Collection Services on a routine basis, as mutually determined by the Administrator and Contractor. The Contra tc or shall use its best efforts to resume its Collection Services for Bulky Waste,Yard Waste, and Source Separated Recyclable Materials on the Scheduled Collection Days as soon as possible after the disaster. Until the Contractor resumes normal Collection Service, the Contractor's work for the City shall be the Contractor's highest pri *ty and it shall take priority over the Contractor's work for Commercial Customers and other members of the private sector. 'Mr 4F 37.2 EMERGENCY VA NCNtomad UTES AND SCHEDULES In the event of a hurricane, , r o ther natural or human event that is declared a federal disaster, the Administrator may grant the Contractor a variance from the Contractor's regular routes and schedules. Requests for a variance shall be submitted in writing to the Administrator. If the Contractor's request is granted, the Contractor shall furnish a map depicting the revised routes and shall provide the revised schedules in writing. Thereafter,the Contractor shall contact the Administrator on a daily basis and describe the status of the Contractor's efforts to provide Collection Service and resume the use of normal routes and schedules. The Contractor shall provide the Administrator with any requested information so that the Administrator can evaluate and respond to the disaster. 37.3 COLLECTION OF DISASTER DEBRIS This Agreement does not give the Contractor the right to collect Disaster Debris. The City will enter into a separate contract with the Contractor if the City wishes to utilize the Contractor's services for the Collection of Disaster Debris. Nothing herein shall require the City to utilize the services of Contractor, or prevent the City from hiring another Person,to collect Disaster Debris. 56 Among other things, the City may utilize the City's Disaster Debris Contract in accordance with the City's emergency management plan, or the City may utilize City personnel and equipment, for the Collection of Disaster Debris. 37.4 CONTRACTOR'S CONTINGENCY PLAN The Contractor shall develop a Contingency Plan, which shall describe the Contractor's plan of action in the event that an emergency or other situation renders the Contractor's operations yard or equipment unusable. The Contingency Plan shall describe the steps that the Contractor shall take to avoid interruptions or reductions in Collection Service under such circumstances. The Contingency Plan shall be submitted to the Administrator on or before April 15, 2015, in compliance with the schedule in Section 5.2. The Contingency Plan shall be updated annually and resubmitted to the Administrator (a) with the Contractor's annual report and (b) within five (5) Operating Days after the plan is revised by the Contractor. The Contingency Plan and all revisions to the plan are subject to the Administrator's approval. 37.5 CITY'S EMERGENCY MANAGEMEN MEETINGS If requested by the Administrator, the Co ractor shall attend the City's emergency management and disaster preparedness meetings and shall provide the City with any materials that may be useful to the City's efforts, including but not limited to Collection schedules and routes. The Administrator shall notify the Contractor of the date,time, and location of the meetings, and shall identify any necessary materials that are to be provided by the Contractor. 38. RATES FOR CONTRACTOR'S SERVICES 38.1 UNIFORM L COLLECTION SERVICES The Rates in ibit 3 are t e maximum amounts that shall be charged for the Collection Services provided by the Contractor pursuant to this Agreement. The Rates shall be applied uniformly tW all Customers receiving Collection Services from the Contractor within the City after the Effective Date. The Contractor shall utilize the Rates in Exhibit 3, and no others, when r billing its Customers or the City, except as provided in Section 39.10,below. 38.2 RA ES FOR SPECW COLLEC ION SERVICES a, The Rates r Residential Collection Services are set forth in Exhibit 3A. The Rates for Commercia Collection Services are set forth in Exhibit 3B. The Rates for the services provided to the City are set forth in Exhibit 3C. The Rates for Special Collection Services are set forth in Exhibit 3D. The Rates identify the Collection component and the fuel component, if any,that are applicable to each Collection Service. 38.3 CPI ADJUSTMENTS TO COLLECTION COMPONENT OF RATES On October 1, 2015 and each October 1 thereafter during the term of this Agreement, the Collection component of the Rates may be adjusted upward or downward to reflect the changes in the cost of Collection during the previous year due to inflation or deflation. Specifically, the Collection component of the Rates in Exhibit 3 may be adjusted by an amount that is equal to the percentage change in the Consumer Price Index ("CPI") during the most recent twelve consecutive month period beginning on April 1 and ending on March 31. For example, with 57 regard to the CPI adjustment on October 1, 2015, the relevant period will be April 1, 2014 through March 31, 2015. The percentage change in the CPI shall be calculated by using the following formula: PC= CPI 1 divided by CPI 2,minus 1.0,multiplied by 100 Where: PC is the percentage change in the CPI from one year to the next CPI 1 is the CPI index number for the most recent April(e.g.,Apri12015) CPI 2 is the CPI index number for April in the year before CPI 1 (e.g., 2014) Notwithstanding anything else contained herein, a single CPI adjustment to the Rates shall not exceed four percent(4%) and there shall be no "catch up" adjustment to the Rates in future years (i.e., there will not be an adjustment to the Rates in the future to offset or mitigate the effect of the four percent(4%) "cap" in a year when the CPI adjustment would exceed four percent(4%), but for the four percent (4%) limitation contained herein). If the CPI is discontinued or substantially altered, the City may select another relevant price index published by the United States government or by a reputable publisher of financial nd economic indices. Notwithstanding anything els ntained herein, a CPI adjustment to increase the Rates shall occur only if the Contractor delivers a written request for a CPI adjustment to the Administrator on or before July 1 of the then current Operating Yea the Contractor fails to make a timely request for a CPI adjustment,there shall be PI adjus ent to increase the Rates on October 1 of the next Operatin Year. Further, there no "catch up" adjustment to the Rates in future years too igate the effect of fa quest the adjustment. Exhibit 12 contains sample calculations that demonstrate ow the CPI adjustments will be calculated under hypothetical circumstances. 38.4 <charg�38.5 MENTS TO DISPOSAL COMPO NT OF COMMERCIAL RATES osal component of the Rates shall be adjusted to reflect any changes in the Tipping Fees at the Des ignated Facility. The Contractor shall provide the City and its Customers with advance notice of any pending changes in the Tipping Fees. The Rate adjustment shall be effective on the date of the change in the Tipping Fee at the Designated Facility or the date when the Contractor g e notice of the Rate adjustment to its Customers and the City, whichever occurs later. 38.6 RATE ADJUSTMENTS FOR CHANGES IN LAW If a Change in Law will directly and materially affect the Contractor's cost of providing its services under this Agreement, the Contractor may request the City to adjust the Rates. If the Contractor wishes to exercise this option, the Contractor shall prepare and submit a schedule of proposed Rates that will distribute the increased costs in a fair and non-discriminatory manner. The Contractor's request shall be accompanied by all data and analyses necessary for the City to fairly evaluate the proposed Rate increase. The City Manager may request, and upon request the Contractor shall provide, additional information as necessary. After receiving the requested information, the City Manager shall present the Contractor's request and the City Manager's 58 recommendations to the City Commission. The Contractor shall be given a reasonable opportunity to explain the basis for its request at a duly noticed public meeting of the Commission. The City Manager and the City Commission shall fairly evaluate the Contractor's request in a timely manner and in compliance with the requirements in Section 32.4, above. Subject to the provisions of Section 32.4, the Contractor's request shall be approved if the request complies with the requirements in this Section 38.6 and the Agreement. The City Commission's decision to grant or deny the Contractor's request shall constitute final action by the City. If any adjustments to the Rates are approved, the adjusted Rates shall become effective upon the date designated by the Commission. Adjustments (if any) to the Rates shall be designed to compensate the Contractor for the increased costs iFd by the Contractor after the Change in Law took effect. If a Rate adjustment is approved pursuant to this Section 38. and the adjustment will cause the Rate for any Collection Service to increase by an amount that is equal to or greater than twenty percent (20%) of the Rate in effect before the adjustment took effect, or cause the Rate for any Collection Service to be greater than one hundred fifty percent (150%) of the Rate on the Effective Date (adjusted by the CPI),the Commission may terminate this A r ement at any time after providing one hundred ei (180) days' notice to the Contractor. 38.7 EXTRAORDINARY RATE A USTMENTS 38.7.1 Once each Operating Year, before April 1, the 4 rdinary tractor may petition the City Manager for a Rate adjustment on the basis of e or unusual changes in the cost of its operations that could not reasonably be foreseen by a prudent Person. Contractor's petition shall contain a detailed justification for the Rate adjustment. Among other things, the Contractor's petition shall include an audited statement of Contractor's historical and current expenses, demonstrating that Contractor has incurred an extraordinary increase in Contractor's costs due to factors beyond the Contractor's control, which have occurred through no fault or negligence of the Contractor. The audited statement shall be prepared by a certified public accountant that is licensed in the State of Florida and not an employee of the Contractor or its affiliates. At its expense,the City may audit the Contractor's records to evaluate the Contractor's request. The City Manager may request from the Contractor, and the ontractor shall provide, all of the information that is reasonably necessary for the Manager to evaluate the Contractor's petition. 38.7.2 The ntractor shall be given a reasonable opportunity to explain the grounds for its petition at a public meeting conducted by the Commission. The Commission shall approve or deny the Contractor's request in a timely manner after the City Manager receives all of the information requested from the Contractor. The Commission may deny the Contractor's request for any reason or no reason, in its sole discretion, as the Commission deems appropriate. The Commission's decision shall be final and non-appealable. 38.7.3 If the Contractor's request is granted in whole or in part, the Commission shall have the right to reduce the Contractor's Rates, if and to the extent that the factors causing the Contractor's price increase have been ameliorated or eliminated. Every twelve (12) months after a request is granted, the City Manager shall have the right to 59 request, and the Contractor shall prepare promptly upon request, an updated audit and explanation of whether the extraordinary Rate increase should remain in effect. The City Manager may reduce the Contractor's Rates to the levels that were in effect before the extraordinary Rate increase was granted, if the Contractor does not timely submit adequate information to justify the continued payment of the extraordinary Rate increase. 38.8 RATES FOR DISASTER DEBRIS If the Administrator wishes to have the Contractor collect Disaster Debris following a federally declared disaster, the City and the Contractor shall enter into a separate contract and the City shall pay the Contractor in accordance with the terms, conditions, and Rates that are mutually agreed upon by the City and Contractor before the commencement of the Contractor's work under that contract. This Agreement does not a thorize y payments for the Collection of Disaster Debris. 38.9 ADJUSTMENTS TO FRANCHISE FEE Whenever any Rate is adjusted,the Franchise Fee shall be recalculate then paid based on the adjusted Rate. The adjusted Rate shall include the Franchise Fee in those cases where the original Rate included the Fran *se Fee. When the adjusted Rate (including t Franchise Fee) takes effect, the Contractor ay bill and collect the adjusted Rate from its ustomers. It is intended that the Franchise Fee will be set by the City and t en passed through to the Contractor's Customers. 39. PAYMENTS TO CONTRACTOR FOR COLLECTION SERV VCS-"% 39.1 GENERAL BILLING AND PAYMENT OVISIONS The City and the Customers shall have no obligation to pay any fee, charge, cost, or other sum to the Contractor unless such payment is explicitly authorized in this Agreement and the fee is identified in Exhibit 3. The Rates for Collection Services in Exhibit 3 shall constitute full and complete compensation to the Contractor for the services provided by the Contractor under this Agreement. In all cases, the City shall have the sole authority to determine whether and the extent to which the Cont ctor is -entitled to payment for services it provided under this Agreement. 39.2 PROHIBITIO N ENTS FROM CUSTOMERS TO CONTRACTORS Neither the Contrac or its agents, subcontractors, employees or other representatives shall solicit or accept any payment or monetary remuneration from any Customer for the provision of any Service described in this Agreement, unless such payments are explicitly authorized in this Agreement and the payments are less than or equal to the amounts authorized. If a Customer or other Person delivers any money to the Contractor for any service provided in the Service Area, and such payment is not explicitly required in this Agreement, the Contractor shall return the money to the Customer within five (5) Operating Days after the money is received by the Contractor. 39.3 PAYMENTS FROM CITY FOR RESIDENTIAL COLLECTION SERVICE 60 Subject to the conditions and exceptions contained herein, the City shall pay the Contractor for the Residential Collection Service that is provided by the Contractor in compliance with this Agreement. The City's payments will be based on the Rates set forth in Exhibit 3A. On or before the tenth day of each Operating Month,the Contractor shall provide the City with an invoice for the Residential Collection Services that were provided by the Contractor during the prior Operating Month. The format of the Contractor's invoice shall be subject to the approval of the City's Chief Financial Officer. The Contractor's invoice shall identify the type of Residential Collection Service provided (i.e., Curbside Collection with Garbage Carts; Curbside Collection with Plastic Bags; Collection with Mechanical Containers) and the number of Dwelling Units that received each type of Collection Service. The amount of the City's payments to the Contractor shall be calculated by multiplying the applicable monthly Rate for a Residential Service times the number of Dwelling Units on the Residential Customer List that received that specific type of Collection Service. For the purposes of calculating the amount of the City's payments, the Contractor shall use the Residential Customer ist as it existed n the first day of the Operating Month for which payment is being made. The City shall pay the Contractor within arty (30) days after the y receives the Contractor's invoice,but the City may deduct any unpaid Franchise Fees from its payment,pursuant to Section 40.1, below. The City shall have the right to request an in additional information from the Contractor concerning the Contractor's invoice. The City also has the right to contest the amounts requested in the CoIntractor invoice. However, the City shall pay all undisputed amounts within thirty(30)days after receiving the Contractor's Invoice. At its option, the City may pay the Contract by using the City's credit card for any amount owed pursuant to this Section 39.3. The City also may use its redit card to pay any amount owed to the Contractor pursuant to Sections 39.4, 39.5, and the other provisions in this Agreement. 39.4 CITY'S PAYMENTS FOR COLLECTION SERVICES PROVIDED TO CITY P RTIES TRASH RECEPTACLES,A RECYCLING CONTAINERS 00 Subject to the conditions and exceptions co ed herein (e.g., Exhibit 13) the City shall pay the Contractor for the Collection Services that the Contractor provides to the City's properties, facilities, trash receptacles, and Recycling Containers in compliance with Section 36 of this Agreement. The City's payments will be based on the Rates set forth in Exhibit 3C. The Contractor's invoice shall identify the specific services that were provided and the applicable Rate for each service. The invoice shall be submitted with the Contractor's invoice for Residential Collection Services and it shall be reviewed and paid in the same manner, subject to the requirements and limitations set forth above in Section 39.3. 39.5 CITY'S PAYMENTS FOR DISPOSAL COSTS The Authority collects non-ad valorem special assessments to pay for the disposal of Solid Waste generated on Residential Property and the City's property. The Authority then issues "disposal credits"that the City may use to pay the Authority's Tipping Fees when the City is delivering its Solid Waste to the Authority's facilities for disposal. Under this Agreement, the City shall give and assign its rights in the disposal credits to the Contractor. Accordingly, for each Operating Month, the Contractor shall receive the City's disposal credits for the Solid Waste generated on the Residential Property in the Service Area, as well as the disposal credits for the Solid Waste that is generated on the City's property and delivered to the Authority's facilities. Except for the 61 assignment of its disposal credits, the City shall have no obligation to pay the Contractor for the disposal of any Solid Waste collected when providing Residential Collection Service or when providing the Collection Services required pursuant to Section 36 of this Agreement, with one exception,which is described below. Under this Agreement, the Contractor is obligated to collect Solid Waste from trash receptacles that are located along Atlantic Avenue, the Beach area, and Pineapple Grove and identified in Exhibit 11. Approximately eighty-four (84) of these receptacles do not have property control numbers and, therefore, the City does not pay disposal costs to the Authority for these receptacles. Since the City does not have disposal credits to assign to the Contractor for the disposal of the Solid Waste collected in these trash receptacles, the City shall pay the Contractor for the cost of disposing of the material collected in these trash receptacles. The amount of the City's payments shall be calculated in the manner described in Exhibit 3C. The City's payment of these monthly disposal costs shall be itemize and sub fitted with the City's payment for Residential Collection Services. 39.6 CITY'S UNDERPAYMENTS AND OVERP MENTS TO TRACTOR If the City pays the Contractor in error, for whatever reason,the Contractor shall promptly notify the Administrator to rectify the mistake. The City shall make appropriate adjustments to the Contractor's payments under this Agreement to off-set past underpayments and overpayments resulting from any error. However, the City shall not be obligated to make any adjustments to correct for underpayments that occurred re than three (3) months before the City received the Contractor's notice of the error. 39.7 LIMITATIONS CONTRACT RIG AY FROM CITY The City sh ave no obligation to p y' or any of t llection Services provided by the Contractor, except as provided in Sections 39.3 and 39.4, above. The Contractor shall have no right to any revenues or funds obtained by the City from any other sources, including but not limited to funds distributed to the City by the Florida Department of Environmental Protection or any other Person.I _9% 39.8 PAYMENT FOR ME L COLLECTION SERVICES The Contractor shall be solely responsible for billing its Commercial Customers and collecting the Rates, fees, and other charges for the Commercial Collection Services the Contractor provides under this Agreement. The Contractor also shall be responsible for the payment of all Tipping Fees associated with the disposal of the Solid Waste and other material collected by the Contractor when providing its Commercial Collection Services. The Contractor shall bill its Commercial Customers in arrears for the Commercial Collection Services the Contractor provided during the prior Operating Month. Part of the cost of disposing of Commercial Waste will be billed and collected by the Authority through the use of non-ad valorem special assessments. Any disposal costs for Commercial Waste that are not covered by the Authority's special assessment may be billed by the Contractor to its Commercial Customers. The Contractor shall be solely responsible for paying the Authority for any Tipping Fees or other disposal costs incurred by the Contractor when providing Commercial Collection Services. 62 The Contractor may bill a Commercial Customer the applicable Rates set forth in Exhibit 3B, including: (a) a fee for the disposal of the Solid Waste generated by the Commercial Customer; (b) a fee for the Collection of the Commercial Customer's Solid Waste and/or Source Separated Recyclable Materials; (c) a fee for each Special Collection Service; and (d) a Franchise Fee, which shall be based on the total of the fees described in (a)through(c), above. The Contractor's charges for waste disposal shall be based on the Tipping Fees established by the Authority. The Contractor's disposal charges shall increase or decrease whenever the Authority's fees increase or decrease. 39.9 PAYMENTS FOR GARBAGE CARTS AND RECYCL G CARTS Pursuant to Section 27.1.4, the Contractor shall provid ch Residential Customer with one free replacement of their Garbage Cart if the Customer's is stolen or damaged beyond repair. Except for these replacement carts, the Contractor may charge a reasonable fee to a Residential Customer that wishes to purchase a Garbage Cart. The Contractor's fee for purchasing and assembling a Garbage Cart for a Residential Customer shall not exceed Fifty Dollars ($50.00). The Contractor may charge an additional fee if the Customer requests the Contractor to deliver the Garbage Cart to the Customer's Premises, but the delivery fee shall not exceed Twenty-Five Dollars ($25.00). The Contractor shall be solely responsible for billing and collecting the fees for selling and delivering Garbage Carts pursuant to this Section 39.9. Except for the fees authorized in this Section 39.9 and the fees authorized in Section 27.4 for exchanging carts, the Contractor shall not charge or collect any separate fee for purchasi assembling or delivering Garbage Carts to any Residential Customer. 39.10 PAYMENTS F AL COL TION CES The Rates fo Special Col ection Servic e paid i ition to the Rates for the routine Collection Service received by the Custo The Contractor shall be solely responsible for billing its Customers and collecting the app le Rates for any Special Collection Services the Contra r provides pursuant to this Agreement. e Contractor also shall be responsible for the payment of all Tipping Fees associated with the sposal or processing of Solid Waste collected by the Contractor when providing Special gollection Services. In cases where there are no established Rates in this Agreement for the requested service, the Contractor and the Customer shall negotiate a mutually acceptable price for the Contractor's services. The Contractor shall not be entitled to any compensation for a Special Collection Service unless the Customer agreed to pay the applicable Rate before the Contractor provided its service. 39.11 PAYMENTS DIS AL OF UNACCEPTABLE WASTE The Contractor ma ct its actual damages and out-of-pocket expenses from any Customer that places Hazardous Waste or other unacceptable materials in the Solid Waste or Source Separated Recyclable Materials that the Customer Set Out for Collection by the Contractor. For example, the Contractor may require a Customer to reimburse the Contractor if the Customer places excessive amounts of Solid Waste in the Customer's Recycling Container and thereby causes the Contractor to incur disposal costs when the Contractor delivers the Source Separated Recyclable Materials to the Designated Facility. 40. PAYMENTS TO THE CITY 40.1 FRANCHISE FEES 63 The Contractor shall pay Franchise Fees to the City in exchange for the rights and privileges granted to the Contractor pursuant to this Agreement. More specifically,the Contractor shall pay a Franchise Fee for the Contractor's exclusive right to provide Residential Collection Services and Commercial Services in the City. The Franchise Fee for Residential Collection Services shall be equal to five percent (5%) of the Contractor's gross billings for all of the Collection Services provided by the Contractor to Residential Property pursuant to this Agreement. With regard to Residential Collection Services, gross billings include the Contractor's billings for Collection costs, but do not include disposal costs, Franchise Fees, or administrative fees imposed pursuant to Section 40.2, below. The Franchise Fee for Commercial Collection Services shall be equal to ten percent(10%) of the Contractor's gross billings for all of the Collection Services provided to Commercial Property by the Contractor pursuant to this Agreement. With regard to Commercial Collection Services, gross billings include the Contractor's Collection Costs and disposal costs (e.g., Tipping Fees), but do not include Franchise Fees or administrative fees imposed pursuant to Section 40.2, below. The Contractor shall not be required to pay Franchise Fees for the Collection Services provided to the City pursuant to Section 36 of this Agreement. The Contractor also shall not be required to pay Franchise Fees for the payments it receives pursuant to Section 39.9, above, or administrative fees imposed pursuant to Section 40.2, below. The Contractor's gross billings shall include the billings for Special Collection Services. Gross billings shall be determined based on the invoices that are s nt to the Contractor's Customers,not the revenues received by the Contractor. On or before the tenth (10th) ay of each Operating Month, the Contractor shall deliver to the City's Chief Financial Officer a report that summarizes the Contractor's Residential Collection Services and Commercial Collection Services during the prior Operating Month and shows the amount of the Franchise Fee to be paid to the City. The report also shall identify the amount of the administrative fees t1hikshall be paid to the City pursuant to Section 40.2, below. The format and content of the report shall be subject to the approval of the City's Chief Financial Officer. The report shall include, but is not limited to: the name of each Commercial Customer; the service address of each Commercial Customer; the account number of each Commercial Customer; the exact services rendered to each Commercial Customer; the amounts billed to each Commercial Customer; the Special Collection Services provided to Residential Customers; and the amounts billed to each Residential Customer. The report shall be submitted with an Excel spreadsheet or in another format that is compatible with the City's computer software programs. The City shall deduct t e Franc ees for Residential Collection Services from the City's monthly payments to the Contracto r Residential Collection Services. The Contractor shall pay the Franchise Fees and administrative fees for Commercial Collection Services each month, within ten (10) days after the end of the month in which the Commercial Collection Service was provided. If the Contractor fails to timely pay the Franchise Fees and administrative fees for Commercial Collection Service, the City may deduct those Franchise Fees and administrative fees from the City's monthly payment to the Contractor for Residential Collection Services. The exact nature and amount of the Franchise Fees for Residential and Commercial Collection Services may be changed by the Commission from time-to-time, but any changes shall warrant a corresponding change in any Rates or calculations that include the Franchise Fee. Following each Operating Year, the City may hire an independent, third party accountant to conduct an audit of the Contractor's records concerning the Franchise Fees and administrative fees paid to the City during the prior Operating Year. 40.2 OTHER PAYMENTS 64 The Contractor shall pay an administrative fee to the City for each Commercial Customer that receives Collection Services from the Contractor pursuant to this Agreement. The City shall bill and collect the administrative fee from Residential Customers. The administrative fee currently is Thirty Five Cents ($0.35) per Customer. The amount of the administrative fee was set by the Commission and shall be revised when the Commission deems it appropriate. It is intended that this administrative fee shall be passed on to and paid by the Contractor's Customers; the fee is independent of and separate from the Contractor's Rates. The City shall submit invoices to the Contractor for any fee or charge that is due and owed to the City from the Contractor, except for the payments otherwise addressed in this Section 40. The Contractor shall pay the City's invoice within thirty(30) cal r days after receipt. 41. RECYCLING REVENUES FOR CITY The City shall receive all of the revenues (if any) derived fro the sale of the Source Separated Recyclable Materials that are collected by the Contractor der this Agreement. The Contractor shall not sell such materials, but if it does, Contractor shall submi the sales proceeds to the City within thirty (30) days. The Contractor shall not keep any revenues derived from the sale of Source Separated Recyclable Materials that the Contractor collects from any Customers. Howev the provisions of this Section 41 do not apply to the sale of Recovered Materials that are generat Source Separated on Commercial Property. 42. PAYMENT OF TIPPING FEES 42.1 Subject to the conditions and limita ns cont ned herein, ontactor shall pay the Tipping Fees for the disposal of any Solid Waste that is collected by the Contractor under this Agreement. The Contractor shall receive the City's disposal credits a isposal fee from the City pursuant to Section 39.5, but if these credits and payments are insufficient to pay the Tipping Fees or other costs of disposal, the Contractor shall pay those costs. Among other things, the Contractor also shall pay the Tipping Fees and disposal costs for any Solid Waste that: (a) is collected from a Commercial Customer; (b) is collected outside of the Service Area; (c) is not Residential Waste; ti or(d)is not collected pursuant to this Agreement. 42.2 When the Contractor delivers a lid Waste to a Designated Facility, the Contractor shall tell the sc house operator whether ipping to shall be paid by the Contractor or the City. The C for shall use its best e orts to ensure that the scale house operator is properly informed that the Disposal Facility will charge the City for Tipping Fees only when such charges are appropriate. Among other things, the Contractor shall not tell the scale house operator to charge the City for the disposal of any Solid Waste (a) that was generated outside of the Service Area; (b) that was generated by a Person who is not a Residential Customer; or (c) when the Contractor is obligated by this Agreement to pay the Tipping Fees. 43. VERIFICATION OF PAYMENT AMOUNTS 43.1 The City's acceptance of any payment from the Contractor, or the City's deduction of any amount from any payment due to the Contractor, shall not be construed as an accord that the amount paid is the correct amount, nor shall it be construed as a release of any claim the City may have for additional sums payable from the Contractor. 65 43.2 At any time within the applicable statute of limitations, the City may recalculate and collect any amounts that are payable to the City under this Agreement, plus Interest, and all costs of collection, including attorneys' fees and court costs. 43.3 At its expense, the City may inspect, copy and audit any books, records and documents of the Contractor, whether kept in an electronic (digital) format or otherwise, that are relevant to the calculation of the amounts due and payable under this Agreement. 44. ADMINISTRATIVE CHARGES 44.1 BASIS FOR ADMINISTRATIVE CHARGES The City and Contractor acknowledge and agree that it is difficult or impossible to accurately determine the amount of damages that would or might be incurred by the City due to those failures or circumstances described in this Section 44 and for which the Contractor would otherwise be liable. Accordingly, the Contractor and the City have established the terms and amounts of the administrative charges set forth herein, and the parties agree that the administrative charges are reasonable under the circumstances. The Contractor and City also have consulted with their legal counsel and confirmed that these administrative charges are appropriate. Therefore, the following administrative assessments shall constitute liquidated damages,not penalties, for the tractor's breach of this Agreement. 44.2 PROCEDURE FOR ASSESSING ADMINISTRATIVE CHARGES 44.2.1 The Administrator shall conduct a preliminary evaluation of the relevant facts before the Administrator decides whether administrative charges should be assessed against the Contractor. At a minimum,the Administrator shall provide written notice to the Contractor, and offer to discuss the relevant facts with the Contractor within five (5) Operating Days after the date of the notice. Following this discussion (if any) or the expiration of the five (5) Operating Day period, whichever occurs first, the Administrator shall determine whether administrative charges should be assessed. However, the City shall not assess and the Contractor shall not be required to pay administrative charges in those cases where the delay or failure in the Contractor's performance was (a) excused in advance by the Administrator or (b) due to unforeseeable causes that were beyond the Contractor's reasonable control, and without any fault or negligence of the Contractor. 44.2.2 Prior to assessing administrative charges, the Administrator shall provide written notice to the Contractor, indicating the City's intent to assess administrative charges and the basis for the City's position. 44.2.3 After receiving the Administrator's letter, Contractor shall have ten (10) Operating Days to file a written letter of protest with the Administrator. 44.2.4 If a protest is timely filed, the matter shall be referred to the City Manager for resolution. The City Manager shall review the issues in a timely manner and then provide a written decision to the Contractor. The City Manager's decision shall be final and non-appealable, except as provided in Section 44.2.6. 44.2.5 If a protest or petition is not timely filed by the Contractor, or if the City Manager concludes that administrative charges should be assessed, the Contractor shall 66 deliver its payment of administrative charges to the Administrator within twenty (20) days of receiving the written decision of the Administrator or City Manager, as applicable. If the Contractor fails to pay an administrative charge when due, the City may deduct the administrative charge from the City's monthly payments to the Contractor. 44.2.6 The procedures in this Section 44 shall be used in lieu of the procedures in Section 49 when resolving disputes concerning administrative charges, unless the administrative charges assessed in one month will exceed Five Thousand Dollars ($5,000). 44.3 ADMINISTRATIVE CHARGES BEFORE JUNE 1,2015 In addition to the administrative charges authorized pursuant to Section 44.4, below, the Administrator shall impose administrative charges for the ontractor's actions during the Transition Period in the amounts set forth in Sections 44.3.1 th 44.3.5,below: 44.3.1 Failure to hire the Contra s District Manager by Aril 15 2015. For each calendar day of delay, One ousand Dollars ($1,000) shall be assessed against the Contractor. A&� 44.3.2 Failure to provide purchase orders or other documentation to Neity by March 16, 2015, confirming that all necessary Collection vehicles, equipment, and Collection Containers have been ordered and will be delivered to the Contractor's equipment yard no later than May 15, 2015. For each cale r day of delay, Two Thousand Dollars ($2,000) shall be assessed against the Con r. 44.3.3 a"tomail delive r the proved b ures and informational materials to all Customers in compliance the schedules in Section 35.1. For each calendar day of delay, Three Thousan ollars ($3,000) shall be assessed against the Contractor. 4 Fai ure to have all of the necessary Collection vehicles delivered to the Contractor's equipment yard by May 15, 2015, and ready for service (i.e., registered, licensed, tagged and equipped) b May 20, 2015. For each calendar day of delay, Four Thousand Dollars ($4,00 shall be assessed against the Contractor. 44.4 ADMINIS IVE CHARGES DURING TERM OF AGREEMENT r On the Commencement Date and throughout the remainder of the term of the Agreement, the Administrator shall assess administrative charges as follows: 44.4.1 Failure to clean up spilled liquids, Solid Waste, litter, or other material in compliance with the requirements in this Agreement, within the deadlines set forth herein, after receiving oral notification by the Administrator or a Customer. Each failure shall result in the imposition of a One Hundred Fifty Dollar ($150) assessment per event. 44.4.2 Failure to collect the Garbage, Rubbish, Yard Waste, Bulky Waste, or Source Separated Recyclable Material that was properly Set Out for Collection by a Customer on the Scheduled Collection Day, within the deadlines set forth herein, 67 after receiving oral notification by the City or Customer. Each failure shall result in the imposition of a One Hundred Dollar($100) assessment. After the initial failure, if the Contractor fails to meet the deadlines contained in this Agreement, each additional Operating Day of Delay shall result in the imposition of an additional assessment of Two Hundred Fifty Dollars ($250). 44.4.3 Failure to complete a route on the Scheduled Collection Day, within the deadlines set forth herein, after receiving oral notification by the City or the Customer. A route shall be considered incomplete if five (5) or more Dwelling Units or two (2) or more streets or roadways are not provided Collection Service. Each failure shall result in an assessment of One ThougMatenials $1,000) per route, per Operating Day. This assessment shall be useection 44.4.2 in cases involving incomplete routes. 44.4.4 Mixing Source Separated Recyclabl ith Solid Waste, or mixing any other materials that are required to be collected separately, shall result in the imposition of a Five Hundred Dollar($500) assessment per occurrence. 44.4.5 Failure to maintain a Collection vehicle or equipment in lean and sanitary manner within the deadlines set forth herein, after receiving oral notification from the Administrator, shall result in the imposition of an assessment of One Hundred Dollars ($100)per incident per Operating Day. 44.4.6 Failure to respond to a Legitimate Complaint, within the time frame specified herein, shall result in a Fifty Dollar($50) assessm per occurrence. 44.4.7 Failure to resolve a Legitimate Complaint, other than a Missed Collection, within seven (7) Operating Days of notification shall result in the imposition of a Two Hundred Fifty Dollar ($250) assessment per Operating Day until such complaint is resolved to he satisfaction of the City. Failure to timely file any report, plan, or other document required herein shall result <44.4. 1 n the imposition of a One Hundred Dollar ($100) assessment for each Operating Day that each report,plan,or document is late. e to d pose of any Residential Waste or Commercial Waste collected in the e Area at a Designated Facility shall result in the imposition of an assessment the current Tipping Fee at the Designated Facility times the amount (tonnage) disposed at the non-Designated Facility. If the tonnage is unknown, the assessment shall be Two Thousand Dollars ($2,000)per occurrence. 44.4.10 Failure to deliver Source Separated Recyclable Materials to a Designated Facility for such materials pursuant to Section 19, or delivering Source Separated Recyclable Materials to a Solid Waste disposal facility, shall result in the imposition of an assessment of Two Thousand Dollars ($2,000)per occurrence. 44.4.11 Failure to correct chronic Collection problems shall result in the imposition of a Two Hundred Fifty Dollar ($250) assessment. Chronic shall mean three (3) or more Legitimate Complaints at the same Premises for the same issue within a twelve (12) month period. The first assessment shall be imposed for the third Legitimate Complaint. Additional assessments may be imposed for each Legitimate Complaint 68 thereafter. If the Contractor has more than five (5) Customers with chronic problems within one Operating Year, there shall be an additional Five Hundred Dollar($500)assessment. 44.4.12 Failure to correct chronic equipment problems shall result in the imposition of a Two Hundred Fifty Dollar ($250) assessment. Chronic shall mean three (3) instances of the same or similar problem with the same equipment or vehicle within a twelve (12) month period. The first assessment shall be imposed for the third problem. Additional assessments shall be imposed for each problem thereafter. 44.4.13 Failure to properly and legibly label a Collection Vehicle or Collection Container in the manner required herein, within five (5) Opeating Days after receiving notice from the Administrator, shall result in he imposition of a One Hundred Dollar ($100) assessment for each vehicle an h cNiner ot properly la beled. 44.4.14 Failure to have a vehicle oper operly or failure of the operator to carry his license while on hall resu Hundred Dollar ($100) assessment per occurrence. 44.4.15 Failure to maintain office hours in the manner specified in this Agreement shall result in a One H UZ lar($100) assessment per occurrence. 44.4.16 Failure to replace or repair a damaged Collection Container, or failure to replace a stolen Collection Container, or failure to exchange a Collection Container, within the deadlines specified in this Agreement, shall result in a One Hundred Dollar ($1 ssess ent per occurrence. 44.4.17 If the Contractor notifies t has been resolved, when the complaint has not been resolved, there shall be a Two Hundred Dollar ($200) assessment per occ ce. 44.4.18 Collecting Solid Waste o ource Separated Recyclable Materials at times that are \44.4.19aving of the hours specified in this Agreement, without prior approval of the strator, shall result in a One Hundred Dollar ($100) assessment per nce per vehicle Collection Containers wh ere they block driveways, streets, or roads shall the imposition of a One Hundred Dollar($100) assessment per occurrence. 44.4.20 Failure top fide timely notices and educational materials, as required pursuant to Section 35, shall result in the imposition of a One Thousand Dollar ($1,000) assessment per occurrence. 44.4.21 Damage to public or private roadways, including but not limited to spills of oil and hydraulic fluids, shall result in the imposition of a Two Hundred Fifty Dollar($250) assessment per occurrence. 44.4.22 Failure to repair damage to a Customer's property within the deadlines set forth in this Agreement, after receiving notification by the Customer or Administrator, shall result in the imposition of an assessment of Two Hundred Fifty Dollars ($250) per occurrence. 69 44.4.23 Soliciting or accepting an unauthorized fee or monetary compensation from a Customer shall result in the imposition of a Five Hundred Dollar ($500) assessment per occurrence. 44.4.24 Failure to respond to the Administrator by 5:00 p.m. on the first Operating Day following a telephone call, voice message, facsimile transmission, or electronic message requesting a response from the District Manager, shall result in the imposition of an assessment of One Hundred Dollars ($100), which shall be increased by another One Hundred Dollars ($100) for each additional Operating Day of delay. 44.4.25 Failure to comply with the deadlines an uirements in Section 50 concerning the Contractor's obligations prior to the to on of this Agreement, shall result in the imposition of an assessment of Tw usand Dollars ($2,000) per Operating Day per occurrence. 44.4.26 Failure to pay the applicable Tipping Fee for Solid Was e Contractor delivered to a Designated Facility, in each instance where the Contractor wa obligated to pay the Tipping Fee pursuant to this Agreement h result in sessment of One Thousand Dollars 00 0 per in the per occurrence 44.4.27 Failure to follow ontractor's Collection Plan for notifying a Designated Facility that the Contractor is obligated to pay the applicable Tipping Fee, in each instance where the Contractor delivered Solid Waste to the Designated Facility but failed to follow the approved procedures in the Collection Plan. Each failure shall result in an assessment of Two Hundred Dollars ($200). 44.4.28 Failure to adhere to the appro outes in the Collection Plan,without receiving the Administrator's prior approval for the deviation. Each failure shall result in an assessment of Five Hund ollars 500)per occurrence. 4.29 Fai ure to cove enclose So aste and Source Separated Recyclable Materials in the Contractor's Collection vehicles, as required herein shall result in an assessment Two H d Fifty Dollars ($250)per occurrence. 44.4.30 ilure to ret a Collection Container to the location where the Customer placed it ollectio 11 result in an assessment of Fifty Dollars ($50)per occurrence. 44.4.31 Failu ide accurate information to the City concerning the Contractor's Collects ervices or the calculation of the Franchise Fees for such Services, shall result in the imposition of an assessment of One Thousand Dollars ($1,000) per occurrence. 44.4.32 Failure to close the gate on an enclosure for a Mechanical Container, or failing to close the lid on a Mechanical Container, or failing to lock all of the locks on a Commercial Customer's Mechanical Container, shall result in an imposition of an assessment of One Hundred Dollars ($100)per occurrence. 70 44.4.33 Failure to collect Biological Waste, within two (2) hours after the Administrator requests such service, shall result in the imposition of an assessment of One Hundred Dollars ($100)per occurrence. 44.4.34 Failure to respond to a Customer's request for service, within the deadline set forth in Section 31.1.5, shall result in the imposition of an assessment of Fifty Dollars ($50)per occurrence. 45. PAYMENTS WITHHELD FROM CONTRACTOR In addition to the remedies provided elsewhere in this Agreement, the City may withhold part or all of any payment otherwise due the Contractor from the City if the Administrator concludes that the Contractor's actions or inactions have resulted in the followin (a) The Contractor's failure to carry out la tructi orders from the Administrator, when required by this Agreement; (b) Failure of the Contractor to in yments to any Subco or, which results in a claim against the City; (c) Unsafe working cond* allowed to persist b the Contractor, a eceiving notice from the City or OS (d) Failure of the Contracto o prove e routes, edules, data, documents or reports reque^bin compliance w ith the greement; or (e) Failu strative charge when d If the foregoing problems are corrected, payment shall be made to the Contractor for the amounts withheld, but the City shall not be liable to the Contractor for Interest on any delayed payment. The Administrator shal of exercise the City's rig withhold payments under this Section 45 unless the Administrator concludes that such action is re 1 le and necessary in light of the Contractor's repeated problems or persistent failure to perform in compliance with the requirements herein. The City shall not withhold more than a total of Fifty Thousand Dollars ($50,000) from any single payment or from multiple payments. ID 1* 46. NOABILITY FOR DELAYS OR NON-PERFORMANCE DUE TO FORCE MAJEURE EVENTS 46.1 If the City or Contr is unable to perform, or is delayed in the performance of any obligations under this Agreement y reason of any event of force majeure, such inability or delay shall be excused for any time during which compliance is prevented by such event and during such period thereafter as may be reasonably necessary for the City or Contractor to correct the adverse effect of such event of force majeure. 46.2 The Contractor shall not be entitled to compensation from a Customer or the City for such period of time when the delay or non-performance occurs, but the Contractor will be entitled to pro-rata compensation after the Contractor's work has been completed. The City shall not be liable for any loss suffered by Contractor as a result of an event of force majeure. 71 46.3 An event of"force majeure" shall mean the following events or circumstances to the extent that they delay the City or Contractor from performing any of its obligations (other than payment obligation)under this Agreement: (a) An act of God,tornado, hurricane, flood, fire, explosion (except those caused by the negligence of Contractor, its agents, and assigns), landslide, earthquake, epidemic, and extremely abnormal and inclement weather; (b) Acts of a public enemy, acts of war, terrorism, insurrection, riots, civil disturbances, or national or international calamities; (c) Suspension, termination, or interruption of utilities necessary to the Contractor's operations or duties under this Agreement; (d) An injunction or a lega*ion, which liftable proceeding brought against the City or Contractor, or a Change id (e) Any act, event, or condi is determined mutual agreement of the City and the Contractor to be of the same general type as the events of force majeure identified in Sections 46.3(a)throu h(d). 46.4 Labor disputes, labor shortages, changing economic conditions, and the economic hardship of the Contractor shall not be considered an event of force majeure. 46.5 To be entitled to the benefit of this Section a parry claiming an event of force majeure shall give prompt written notice to the other party, specifying in detail the event of force majeure, and shall diligently proceed to correct the adverse effect of any force majeure. The parties agree that, as to this Section 46,time is of the essence. 47. B ACH AND TERMINAT N OF AGREEMENT 47.1 INA IO Y EITHER PAR CAUSE Subject to the other provisions contained herein, either party may terminate this Agreement if the other party fails to perform any of its material obligations hereunder. A default by Contractor shall inclu but not be limited to the following: 47.1.1 111�ef to comply with any lawful order of the City Manager. 47.1.2 F to begin work within the time specified in this Agreement. 47.1.3 Discontinuing operations without prior authorization from the Administrator. 47.1.4 Failing to resume work that has been suspended within a reasonable time, not to exceed two (2) Operating Days, after being notified to do so. 47.1.5 Failing to obey any Applicable Law. 47.1.6 Soliciting or accepting any Rates, charges or fees from Customers for the Collection, disposal, or processing of Solid Waste or Source Separated Recyclable 72 Materials collected within the Service Area, except when such actions are explicitly authorized herein. 47.1.7 Failing to deliver Residential Waste, Commercial Waste, or Source Separated Recyclable Materials collected in the Service Area to a Designated Facility. 47.1.8 Failing to pay any Tipping Fee that the Contractor is obligated to pay to a Designated Facility pursuant to this Agreement. 47.1.9 Failing to comply with the procedures in the Contractor's Collection Plan. 47.1.10 Failing to obtain or continuously maintain i ce policies in the manner required herein. 47.1.11 Failing to pay,when due, any sums owed to a subc ntractor for services or materials provided pursuant to this Agreement. 47.1.12 Failing to provide or continuously maintain the Performance Bond required pursuant to Section 53. ,9W ft 47.1.13 A Parent Corpora Guarantee provided pursuant to SectioN5evoked. 47.1.14 A representation or warranty provided by the Contractor in this Agreement is or becomes inaccurate in any material respect. 47.1.15 r� nalmB ply with the requirements and deadlines established in Exhibit 13 efits and Service s")Before a parte this Agreemen pursuant to this Section 47.1, the non-defaulting party shall give written notice to th other party that a default exists which will, unless corrected, constitute an event of default on part of the defaulting party. The notice shall inform the defaulting party that this Agreement shall be terminated unless the default is cured within seven (7) calendar days following the defaulting party's receipt of the notice. If a cure cannot reasonably be effected within seven (7) days despite the exercise of due diligence, the time to cure the default shall be extended to include such additional time as is reasonably necessary to effect a cure, provided that the defaulting party exercises continuous diligent efforts to cure the default during the extended cure period. If the defaulting party fails to cure the default within the cure period, the non-defaulting party may terminate this Agreement. The termination shall take effect as of the date specified by the non-defaulting party. Upon termination, the non-defaulting party may cure the default at the expense of the defaulting party, and have recourse to any other right or remedy to which the non-defaulting party may be entitled under this Agreement, at law, or in equity. Notwithstanding anything else contained herein, each of the events described in Sections 47.1.15, 47.1.16, 47.1.17, and 47.1.18, below shall constitute an event of default for which there shall be no opportunity to cure. For such events, termination shall be effective three (3) calendar days after the non-defaulting party gives notice to the defaulting party or at such other time designated by the non-defaulting party. 47.1.15 Voluntary BankruptcX 73 Written admission by a party that it is bankrupt; or filing by a party of a voluntary petition under the Federal Bankruptcy Act; or consent by a party to the court appointment of a receiver or trustee for all or a substantial portion of its property or business; or the making of any arrangement by a party with, or for the benefit of, its creditors or assigning to a trustee, receiver, or similar functionary (regardless of how designated) all or a substantial portion of a party's property or business; or by becoming insolvent. 47.1.16 Involuntary Bankruptcy Final adjudication of a party as bankrupt under Federal Bankruptcy Act. 47.1.17 Public Entity Crime The Contractor is placed on a co v yen st following a conviction for a public entity crime; or 47.1.18 Fraud The Contractor commits an act or omission constituting fraud, gross negligence, or willful misfeasan ward the City. IV 47.2 INTERIM OPERATIONS In the event that this Agreement is terminated before the end any term, the Contractor shall continue its operations for an interim period of up to one hun eighty (180) calendar days if requested to d o by the City. The Contractor shall be paid for its services during said interim period at the sin effect prioto issuance of the notice of termination. Notwithstanding anything else contained herein,the City may hire an alternate Person to provide Collection Services in the City if the Con ractor fails to provide Collection Service for a period of (2) consecutive Operating Days. City's interim service provider shall continue to provide Collection Service until the Contractor demonstrates to the City's satisfaction that the Contractor is able to resume work in compliance with the requirements in this Agreement. However, if the Contractor is unable for any reason to resume performance within thirty (30) calendar days, the City may terminate this Agreement, effective as of the date designated by the City. 47.3 EFFECT OF IN N If this Agreement is nated pursuant to the provisions of this Section 47, neither the City nor the Contractor shall have any further duty, right, liability, or obligation under this Agreement, except that: (a) a party will not be relieved from liability for a breach of a warranty, obligation, or representation under this Agreement that occurred before the effective date of the termination; (b) the City shall pay all amounts owed to the Contractor, and the Contractor shall pay all amounts owed to the City,pursuant to this Agreement,through the date of the termination; (c)the Contractor shall deliver to the City all reports concerning the Contractor's activities through the end of the month in which termination occurs; (d) at a minimum,the provisions of Sections 34.1, 34.6 and 51 shall survive the expiration or termination of this Agreement; and (e) any term, condition, covenant, or obligation which requires performance by a party subsequent to the 74 termination of this Agreement shall remain enforceable against such party subsequent to such termination. 47.4 SETTLEMENT AND RELEASE If this Agreement is terminated,the City shall pay to the Contractor any and all sums due, owing, and unpaid to the Contractor by the City for work performed through the date of termination, less any and all sums owed by the Contractor to the City, and less any and all deductions or other off- sets the City may have. In exchange for these payments,the Contractor shall execute and deliver to the City a general release of the City, its elected officials, employees, representatives, and agents. This payment to the Contractor shall constitute Contractor's full and final compensation under this Agreement and the Contractor shall have no right to receive any further payments. This provision does not limit the right of the City to re eive indemnification in the future. 48. OPERATIONS DURING DISP If a dispute arises between the City, the Contra any other Person concerning the Contractor's performance, rights, or compensation under this ement, the Contractor shall continue to perform its duties in strict compliance with the requirements o greement egardless of the pending dispute. 49. DISPUTE RESOLIMPROCES 49.1 The City and Contractor agree to cooperate and act in faith at all times when dealing with each other. If a dispute arises between the parties, the es shall attempt to resolve their differences quickly and informally. If they are unab to do s shall seek relief by following the procedures set forth below. lk 49.2 All claims, disputes and controversies arising out of or rela to the performance, interpretation, application or enforcement of this Agreement, including but not limited to claims for payment and claims for breach of this Agreement, shall be referred to non-binding mediation before initiation of any adjudicative action or proceeding at law or in equity, unless it shall be unreasonable to do so or an emergency situation or necessity dictates otherwise. All applicable statutes of limitations and defenses based on the passage of time shall be tolled while the mediation process is pending. e parties will take all reasonable measures necessary to effectuate such tolling. 49.3 Either party may initiate the mediation process by delivering written notice to the other party that sets forth with particularity the nature of the party's claim or demand, the authority for making the claim or demand, a proposed remedy, the nature and extent of any monetary claim, and a request for mediation. The Contractor and City shall then participate fully in the mediation process and conscientiously attempt to resolve their dispute. The mediation shall be conducted in Palm Beach County, Florida, in accordance with the Florida Supreme Court's mediation rules, within sixty (60) days after the appointment of a certified civil mediator who is mutually acceptable to the parties. After consultation with the parties and their counsel, the mediator shall fix a reasonable time and place in Palm Beach County for the mediation conference within the time limits prescribed by this Section 49.3. The mediation conference shall be scheduled for no less than one full working day, and each party and its primary counsel shall attend the mediation conference. If either a parry or its primary legal counsel fails to attend the mediation conference, that party shall be liable for the other party's reasonable cost of attending the mediation conference, including the mediator's fee and the other party's attorney fees and costs. Except as provided in the preceding sentence, the parties shall share equally the costs of mediation, 75 including the fees of the mediator and any rental or other cost of obtaining a place for the mediation, but excluding their own expenses and attorney fees. If the parties reach a mutually acceptable settlement of the dispute during the mediation, they shall record the settlement in a written settlement agreement that will be binding on both of them. Neither party shall terminate the mediation unless each of them has participated (or been afforded an opportunity to participate) in the mediation and is unable to agree on a settlement. Mediation discussions between parties and opinions of the mediator are confidential and are not permitted to be relied on, referred to, or introduced as evidence in any subsequent litigation or other legal proceeding. If a dispute is not resolved pursuant to mediation within sixty (60) days after the initiation of the mediation conference, either party to the dispute may elect to resolve the dispute by initiating litigation, after providing ten(10) days' advance written notice to the other party. 49.4 Notwithstanding the foregoing, if either party terminates this Agreement for cause, the terminating party shall have the right, in its sole discretion, to proceed directly with litigation of any claims or disputes relating to the terminatiol for cause and may include other claims and disputes unrelated to the termination, ando be required to submit such claims or disputes to mediation. 49.5 The parties agree that any claim filed in state or federal court concerning this Agreement shall be heard by a judge, sitting without a jury. 49.6 THE CITY AND THE COIN TRACTOR HERE *KOWINGLY, VOL TARILY, AND PERMANENTLY WAIVE ANY RIGHT THEY MAY HAVE TO A JURY TRIAL CONCERNING THE PERFORMANC INTERP ATI, APPLICATION OR ENFORCEMENT OF THIS AGREEMENT. 49.7 When a dispute between the City and the Contractor is pending or threatened,the Contractor shall attempt to resolve the dispute with the Administrator. If this attempt is unsuccessful, either party may initiate a non-binding mediation process, in accordance with the provisions of Sections 49.2 and 49.3, above. In addition, at any time during the dispute resolution process, the Contractor may request the Cit Commission to consider the disputed issue. The Contractor's written request shall be delivered to the City Manager and it shall describe the Contractor's proposed solution for resolving the dispute. The City Manager may request, and the Contractor shall timely provide, any additional information that is reasonably necessary to evaluate the disputed issue and the Contractor's proposal. The City Manager shall present the matter to the City Commission at a duly noticed public rtketing. The Contractor also shall be given an opportunity to present relevant information to the City Commission at the public meeting. The City Commission shall fully and fairly consider the Contractor's proposal in a timely manner. If the City Commission rejects the Contractor's proposal in whole or in part,the Contractor may pursue any dispute resolutio 4 echanism, subject to the provisions in this Section 49. 50. CONTRACTOR'S OBLIGATIONS PRIOR TO TERMINATION OF THIS AGREEMENT 50.1 CONTINUATION OF CONTRACTOR'S SERVICE If the City does not exercise its right to renew this Agreement or if there are no renewal options remaining, the City will attempt to award a new agreement to a Person at least six (6) months prior to the expiration of this Agreement. In the event a new agreement has not been awarded in a timely manner, Contractor shall provide its Collection Services in compliance with this 76 Agreement for an additional ninety (90) calendar days after the expiration of this Agreement, at the then current Rates,if the City requests this service. 50.2 SALE OR LEASE OF CONTRACTOR'S MECHANICAL CONTAINERS Upon request, Contractor shall enter into good faith negotiations to allow the City or the City's newly selected franchise hauler to purchase, or rent for up to ninety (90) days, the Mechanical Containers (if any) used and owned by the Contractor in the Service Area. The purchase price and rental fee shall be negotiated,but shall not be greater than the fair market value. 50.3 SCHEDULE FOR TERMINATION OF CONTRACTOR'S SERVICE Prior to the termination of this Agreement, Contractor shall work with the City to ensure that there is no interruption or reduction of service when the Contractor ends its services to the City. If a new franchise agreement is awarded to a Person other than the Contractor, the Contractor shall coordinate and cooperate with the newly selected franchise hauler, as well as the City, to minimize any disruptions in the service provided to the public. At a minimum, the Contractor shall comply with the following performance requirements and deadlines: Ak 180 calendar days If requested, the Contractor shall provide to the nistrator and the prior to expiration selected franchise hauler a Mechanical Container in , in a format of Agreement acceptable to the City that includes each container's location (street address), capacity, identification number, and Collection frequency. Thereafter, the Contractor shall not replace or exchange any Contractor-owned Mechanical Container listed in the inventory,without the Administrator's approval. 150 calendar days The ontractor shall attend a coordination meeting with the selected prior to expira . n franchise hauler and the City. At or fore the coordination meeting, the of Agreement Contractor shall provide the City wit st of Contractor-owned containers that may be purchased by the City or the selected franchise hauler. 120 calendar days The Contractor shall work with the selected franchise hauler to develop a prior to expiration mutually agreeable schedule for the removal of Contractor-owned Collection of Agreement Containers and placement of the selected franchise hauler's containers. 30 calendar days The Contractor shall begin to implement the schedule in cooperation with the prior to expiration selected franchise hauler. The Contractor shall take all steps necessary to of Agreement ensure there is no interruption in the Collection Service provided to Customers. 50.4 CITY'S Nthe PROCURE NEW SERVICES At any t , may sue a request for proposals, or commence negotiations with a Person other than the Contractor, or take any other step deemed necessary by the City to obtain the services of a Person who will collect Solid Waste for the City after this Agreement expires or is terminated. 51. DAMAGES AND INDEMNIFICATION 51.1 LIABILITY The Contractor shall be liable for all injuries and conditions that are caused by or result from the Contractor's actions, including but not limited to the Contractor's failure to perform in 77 accordance with the terms of this Agreement. To the extent that the City and Contractor are j oint tortfeasors, losses shall be apportioned in the manner described in Section 51.3,below. 51.2 CONTRACTOR'S INDEMNIFICATION OF CITY To the greatest extent allowed by Applicable Law, the Contractor releases and shall indemnify, hold harmless, and, if requested by the City, defend, each of the City Indemnified Parties from and against every Indemnified Loss that is caused by or results from, directly or indirectly, in whole or in part, any act, omission, or negligence of the Contractor, any tier of subcontractor to the Contractor or any subcontractor to a subcontractor of the Contractor, or anyone employed by any of those Persons for whose acts or omissions any of them may be liable, except to the extent resulting from the acts, omissions, or negligence of the City Indemnified Party. The obligation of the Contractor under this Section 51.2 is absolute and unconditional; it is not conditioned in any way on any attempt by a City Indemnified Party to collect from an insurer any amount under a liability insurance policy, and is not subject to any set-off, defense, deduction, or counterclaim that the Contractor might have against the City Indemnified Party. It is the intent of this Section 51.2 that the Contractor's indemnification obligations include all joint and several liability of the Contractor, any subcontractor to the Contractor, or any subcontractor to a subcontractor of the Contractor, and anyone directly or indirectly employed by any of them or anyone for who cts or omissions any of them may be liable. The City may employ any alto o its choice or may use its in-house counsel to enforce or defend the City's right to indemnity provided by this Agreement. If a City Indemnified Party requests that the Contractor defend it with respect to any Indemnified Loss,the City Indemnified Party may participate in the defense at its sole cost and expense. The Contractor shall advance or promptly reimburse to a City Indemnified Party any and all costs and expenses incurred by the City Indemnified Party in connection with investigating, preparing to defend, settling, or defending any legal proceeding for which the City Indemnified Party is entitled to indemnification under this Agreem t. 51.3 CONTRIBUTION In the event of joint gligence on the part of the City and the Contractor, any loss and costs shall be apportioned in accordance with the provisions of Section 768.3 1, Florida Statutes,the Uniform Contribution Among Tortfeasors Act As it exists on the Effective Date, subject to the recovery limits set fVSection 28, Florida Statutes,in effect on the Effective Date. 51.4 DAMAGEThe measu paid by the Contractor to the City or by the City to the Contractor, due to any failure by the Contractor or the City to meet any of its obligations under this Agreement, shall be the actual damages incurred by the City or the Contractor. Neither party shall have any liability under this Agreement for consequential, delay, special, indirect, or punitive damages. The foregoing shall apply without regard to either party's rights to the Performance Bond,insurance proceeds, or other factors. 78 If the Contractor fails to comply with any Applicable Law, the Contractor shall promptly pay to the City the following: (a) All lawful fines,penalties, and forfeitures charged to the City by any judicial order or by any governmental agency responsible for the enforcement of the Applicable Law; and (b) The actual costs incurred by the City as a result of the Contractor's failure to comply with the Applicable Law, including any costs incurred in investigating and remedying the conditions which led to or resulted from the Contractor's failure to comply with the Applicable Law. 51.5 NO PERSONAL LIABILITY '44 Nothing in this Agreement shall be construed as creating any personal liability on the part of any officer, employee, agent or representative of the City or the Contr or. 51.6 COLLECTION OF OVERDUE PAYMENTS AND INTEREST ** If the Contractor fails to pay any Franchise FeADr otheivamount that is owed to the City under this Agreement,the Contractor shall pay Interest on the outstanding debt and the Contractor shall pay any expenses the City incurs in its efforts to recover the unpaid debt. Interest shall begin to accrue on the first calendar day after the payment is due and it shall compound daily. The Contractor's liability for expenses shall include but not be limited to any court costs, filing fees, witness fees, and attorneys' fees that e City incurs in any ci it or administrative proceeding appeal, or settle 52. CONTRACTOR'S INSU The Contractor shall provide and maintain, on a primary basis and at its sole expense, at all times after the Effective Date until this Agreement expires or is terminated, policies of insurance that insure the Contactor against any and all claims, demands, or causes of action for injuries received or damages to peoplelor property relating to the Contractor's acts and omissions under this Agreement. At a minimum, the Contractor shall maintain at all times the following insurance coverage, with the limits and endorsements described herein. The requir ents contained herein, as well as the City's review or acceptance of insurance maintained by the C ractor, is not intended to and shall not in any manner limit or qualify the liabil\shallmaoi ti n assumed by Contractor under this Agreement. 52.1 COMMERERAL LIABILITY Contractor n Commercial Gen eral Liability with the following minimum limits and coverage: Each Occurrence/General Aggregate $1,000,000/$2,000,000 Products— Completed Operations $2,000,000 Personal and Adv. Injury $1,000,000 Fire Damage $ 50,000 Contractual Liability Included The General Liability insurance form shall be no more restrictive than the latest edition of the Occurrence Form Commercial General Liability policy (CG 00 01) of the Insurance Services 79 Office or equivalent, without restrictive endorsements. Coverage shall not contain any endorsement(s) excluding nor limiting Products/Completed Operations, Contractual Liability or Cross Liability. The coverage shall include: (1) Bodily Injury and Property Damage; (2) Premises and Operations; (3) Independent Contractors; (4) Products and Completed Operations; (5) Broad Form or equivalent Contractual Coverage applicable to the Agreement and specifically confirming the indemnification and hold harmless provisions in the Agreement; (6) Broad Form or equivalent Property Damage Coverage; and (7) Personal Injury Coverage with employment and contractual exclusions removed and deleted. 52.2 BUSINESS AUTOMOBILE LIABILITY JL Contractor shall maintain Business Automobile Liability at a limit of liability not less than $1,000,000 Combined Single Limit/Each Accident. overage shall include liability for Owned, Non-Owned &Hired automobiles. 52.3 POLLUTION LIABILITY Contractor shall maintain Pollution Liability at a minimum limit not less than $2,000,000 Each Occurrence/$2,000,000 Aggregate includin 1 sudden and non-sudde nts. 52.4 EXCESS LIABILITY Contractor shall maintain Excess Liability at a limit of liability not less than $10,000,000 Each Occurrence / $10,000,000 Aggregate. Contractor shall include each required policy herein as an underlying policy on the Excess Liability, unless the total combined limit of the Excess Liability is satisfied in the required policy. Contractor shall endorse the City as an "Additional Insured"on the Umbrella or Excess Liability, unless the Certificate of Insurance states the Excess Liability provides coverage on a "True Following-Form" basis. This liability may be satisfied by the Umbrella Liability form, and the limit may be satisfied by multiple layers of coverage. 52.5 W KE COMPENSATION INSURANCE & EMPLOYERS LIABILITY ?onraFctor sha maintain Worker's ompensation Insurance & Employers Liability in accordance with Chapter 440, Florida Statutes. Contractor shall maintain Employers' Liability Limits not less than $1,000,000 ch Accident, $1,000,000 Disease Each Employee, and $1,000,000 Disease Poli Limit. 52.6 ADDITIONAL INSURED ENDORSEMENTS Contractor shall endorse its insurance with the City as an Additional Insured as follows: (1) for the Commercial General ,iability, the Contractor shall endorse the City with either a CG 2026 Additional Insured — Designated Person or Organization endorsement or CG 2010 Additional Insured — Owners, Lessees, or Contractors — Scheduled Person or Organization endorsement, or similar endorsement; (2) for the Business Automobile Liability, the Contractor shall endorse the City with a CA 2048 —Designated Insured, or similar endorsement; (3)for the Pollution Liability, the Contractor shall endorse the City with the standard Additional Insured endorsement filed by the insurer for use in the State of Florida; and (4) for the Excess Liability, the Contractor shall endorse the City as an "Additional Insured" on the Umbrella or Excess Liability,unless the policy provides coverage to the underlying policies on a "True Following-Form" basis. The Additional Insured shall read "City of Delray Beach, a municipal corporation of the State of Florida, and the City Commission," for all endorsements. These endorsements shall specifically state that the 80 coverage afforded by the endorsement shall be provided on a primary and non-contributory endorsement. This primary and non-contributory language can be included in the additional insured endorsement, can be provided in a separate stand-alone endorsement, or this language can be included in the actual liability coverage form for the line of insurance coverage that is being evidenced to the City. A copy of any endorsement issued to extend coverage to the City must be provided when evidencing insurance to the City. 52.7 WAIVER OF SUBROGATION Contractor agrees to a Waiver of Subrogation for each policy required herein. When required by the insurer, or should a policy condition not permit Contrac o enter into an pre-loss agreement to waive subrogation without an endorsement, then Contract agrees to notify the insurer and request the policy be endorsed with a Waiver of Transfer of Rights of Recovery Against Others, or its equivalent. This Waiver of Subrogation requirement shall not apply to any policy that includes a condition specifically prohibiting such an endorsement, or voids coverage should Contractor enter into such an agreement on a pre-loss basis. A py of any endorsement issued to extend coverage to the City must be provid n evidencing insurance to the City. 52.8 CERTIFICATE(S) OF INSURANCE At least five (5) days prior to the Effective ate, Contractor shall pro he City with a Certificate of Insurance evidencing that all coverages, limits, and endorsemen s required herein are maintained and in full force and effect. Said Certificate of Insurance shall provide for a minimum of thirty (30) days prior written notice to the City f any cancellation or non-renewal of coverage. The Contractor shall ensure that such notice is provided to the City. The Certificate of Insurance shall identify the City's RFP (No. 2014-38) and this Agreement in the Description of Operations section of the Certificate. The Certificate Hold halThe identified as: City of Delray Beach 100 N.W. s"Avenue elray Be 3344 he Certificate of Insurance shall evidenc aiver of subrogation in favor of the City, that coverage shall be primary and noncontributory, and that each policy includes a Cross Liability or Severability of Interests provision, with no requirement for premium payments by the City. The Certificate of Insurance shall be provided to the City Attorney's Office, at the address provided above. Copies shall be provided to the City Manager and the City's Risk Management Division, also at the a ess shown above. The Contractor shall ensure that current Certificates of Insurance are on file with the City at all times during the term of this Agreement and such certificates comply with the requirements herein. 52.9 DEDUCTIBLES, SELF-INSURED RETENTIONS,AND SUPPLEMENTAL COVERAGE Contractor shall be solely responsible for any costs or expenses as a result of a coverage deductible, coinsurance penalty, or self-insured retention. When a self-insured retention or deductible exceeds Two Hundred Fifty Thousand Dollars ($250,000) for any of the foregoing required policies, the City reserves the right, but not the obligation, to review and request a copy of the Contractor's most recent annual report or audited financial statements to determine the reasonability of the retention levels, based on the financial capacity of Contractor. At the City's 81 option, the Contractor may be required to reduce the self-insured retentions, or the Contractor shall be required to procure a bond guaranteeing payment of losses and related claims expenses. The City shall be exempt from, and in no way liable for, any sums of money that may represent a deductible or self-insured retention in any insurance policy. The payment of such deductible or self-insured retention shall be the sole responsibility of the Contractor and any subcontractor providing the insurance. For policies written on a"Claims-Made"basis, Contractor shall maintain a Retroactive Date prior to or equal to the Effective Date of this Agreement. In the event the policy is canceled, non- renewed, switched to an Occurrence Form, retroactive date advanced, or any other event triggers the right to purchase a Supplemental Extended Reporting Period (SERP) coverage during the term of this Agreement, Contractor agrees to purchas a SERP with a minimum reporting period not less than two (2) years. The requirement to pu se a SERP shall not relieve Contractor of the obligation to provide replacement coverage. 52.10 RIGHT TO REVISE OR REJECT The City reserves the right,but not the obligation,to reject Ninsuran poli cies that fail to meet the criteria stated herein. Additionally, the City reserves the right, but not the obligation, to review or reject any insurer providing coverage due to its poor financial cond� �on or failure to operate in compliance with Applicable Laws. Neither the City's approval of any insurance provided by the Contractor or a subcontractor,nor the City's failure to disapprove such insurance, shall relieve the Contractor or a subcontractor of any part or all of its responsibility for any liability, damages, or accidents,as set forth herei 52.11 MINIMUM REQUIREMENTS FOR INSURANCE COMPA IES All of the insurance provided by the Contractor pursuant to this Agreement shall be issued by an insurance company or companies licensed to do business in the State of Florida with a minimum rating of"A" in accordance with the latest editio f A.M. Best's Insurance Guide. Additionally, the Financial Category Size must be X or greater. 52.12 OTHER INSURANCE REQUIREMENTS At it *on, the City may allow the Contractor to be self-insured for one or more lines of coverag . In such circumstances, the Contractor shall be required to demonstrate to the satisfaction of the City that the Contractor has adequate financial resources to defend and cover all claims in the a ounts and categories required by the City. The Contractor Ad mediately advise the City of pending or threatened litigation that will reduce the coverage provided to the City. An insurer shall have no right of recovery against the City. The required insurance policies shall protect the Contractor and the City, and they shall be the primary coverage for any losses covered by the policies. The Contractor shall confirm that any company issuing insurance pursuant to this Agreement agrees it has no recourse against the City for payment of premiums or assessments in any form for such insurance. The Contractor shall be responsible for all of its subcontractors (if any) and their insurance. Each subcontractor shall provide certificates of insurance to the Contractor that demonstrate coverage 82 and terms in compliance with the requirements applicable to the Contractor. 53. PERFORMANCE BOND The Contractor shall furnish to the City an irrevocable Performance Bond for the faithful performance of this Agreement and all of the Contractor's obligations hereunder. The Performance Bond shall be in the amount of Two Million Dollars ($2,000,000). The form and content of the Performance Bond shall be substantially the same as the draft bond in Exhibit 5, and shall be subject to the approval of the City Attorney. The Performance Bond shall be issued by a surety company that is acceptable to the City. At a minimum,the surety company shall be rated "A" or better as to management and "FSC V or better as to strength by Best's Insurance Guide or Surety, and shall be listed on the U.S. Treasury Department's list of acceptable sureties for federal bonds. The Surety shall have been in business and have a record of successful and continuous operation for at least five years. The Performance Bond shall: (a) contain any provisions required by Applicable Law; (b) guarantee the performance of the Agreement; (c) serve as security for the payment of all Persons performing labor and furnishing materials in connection with this Agreement; and (d) not be canceled or altered without at least thirty (3 calendar days prior notice to the City. The Contractor shall furnish the Performance Bond to the City at least five (5) calendar days before the Effective Date. Maintenance of the Performance Bond and the perfo e by the Contractor o f the obligations under this Section 53 shall not relieve the Contractor liability under the defa d termination provisions set forth in this Agreement or from any other liability resulting from any breach of this Agreement. The Performance Bond may be "called" and used if there is any default or breach of this Agreement by the Contractor. Calling or using the Performance Bond shall not restrict or preclude the use of any other remedies av ble to the City against the Contractor for breach, default,or damages. In the event of a strike the employees of Contractor or any other labor dispute which makes performance of this Agreement by the Contractor substantially impossible,the City shall have the right to call the Performance Bond three (3) days after giving notice and may engage another Person to provide necessary services. . PARENT CORPORATION GUARANTEE The Cont ctor shall provide a corporate guarantee from the Contractor's parent company ("Guarantor"), whereby the Guarantor shall guarantee the performance of the Contractor's obligations under this Agreement. The form and content of the corporate guarantee shall be substantially the same as the draft guarantee in Exhibit 4 and shall be subject to the City Attorney's approval. The form must be executed by the Contractor's parent company (i.e., the corporate entity that is at the top of any chart showing the Contractor's corporate organization), not an intermediary between the Contractor and its parent. The corporate guarantee shall be delivered to the City at least five (5) days before the Effective Date 55. ASSIGNMENT OF AGREEMENT 55.1 No assignment of this Agreement or any right or responsibility occurring under this Agreement, shall be made in whole or in part by the Contractor without the express written consent of the City. The City shall have the right to approve or deny, with or without cause, any proposed or actual assignment by the Contractor. Any assignment of this Agreement made by the Contractor without the express written consent of the City shall be null and void and shall be grounds for the City to declare a default of this Agreement. 83 55.2 In the event that the City's consent to any proposed assignment is denied, Contractor shall continue to provide all of the services required herein for the remainder of the term. 55.3 If any assignment is approved by the City, the assignee shall fully assume all of the liabilities of the Contractor. 55.4 The requirements of this Section 55 shall include, but not be limited to cases where the Contractor hires a subcontractor to undertake any of the Contractor's obligations to provide Collection Services under this Agreement. 56. TRANSFER OF AGREEMENT The transfer of this Agreement, by transfer of ownership or control, or any other means to effect a change in the ownership or control of the Contractor, shall be effective only after approval by the City. A transfer includes but is not limited to a one-time change that results in a transfer of twenty-five percent (25%) or more of the ownership or controlling interests of the Contractor, or a series of changes that result in a cumulative change of fifty percent (50%) or more of the ownership or controlling interests of the Contractor. Any transaction that results in the Contractor or its assets being purchased by or merged with another Person shall constitute a transfer of this Agreement, which is subject to the City's approval. An application to transfer this Agreement shall be submitted jointly by the proposed transferor and transferee, and shall contain the same type of information about the transferee that was provided by the Contractor before the City granted this franchise. At a minimum,the proposed transferee shall (a) verify in writing that it will comply with all of the requirements in this Agreement and (b) demonstrate that it has the financial resources, expertise,personnel, equipment and other capabilities necessary to do so. The application shall be accompanied by a non-refundable application fee in the amount of Twenty Thousand Dollars ($20,000.00). The Commission may grant or deny the application for transfer, or may grant the application with conditions,P subject to the provisions in Section 32.4. Among other things, the Commission's approval may be subject to conditions requiring an increase in the amount of the Performance Bond, an increase in the levels and types of insurance coverage, and other safeguards designed to ensure that the City's work will be completed in compliance with the requirements in this Agreemen In Notwi standing the other provisions in Section d Section 56 of this Agreement, the City shall cooperate with the Contractor in the event that a strike, lockout, or similar labor dispute results in the Contractor's use of a subcontractor to provide the Collection Services required under this Agreement. In such circumstances, the provisions of Section 55 and Section 56 shall be waived by the City for a period not to exceed ninety 0) days. 57. SUBSEQUENT CITY ORDINANCES Nothing contained in any Cit dinance hereafter adopted shall be construed to affect, change,modify or otherwise alter the duties, responsibilities, and operations of the Contractor under this Agreement, unless it is agreed to in writing by both the Contractor and the City and this Agreement is amended accordingly. 58. AMENDMENTS TO THE AGREEMENT 58.1 GENERAL REQUIREMENTS This Agreement constitutes the entire Agreement and understanding between the parties hereto. This Agreement shall not be considered modified, altered, changed or amended in any respect 84 unless the Agreement is amended in writing and the amendment is signed by the Contractor and the Commission or its designee. 58.2 CITY POWER TO AMEND AGREEMENT The City shall have the power to make changes in this Agreement relative to the scope and method of providing Collection Service, when the City deems it necessary and desirable for the public welfare. The Administrator shall give the Contractor notice of any proposed change and an opportunity to be heard concerning any relevant matters. In all cases involving changes to this Agreement, the City and Contractor shall enter into good faith negotiations to modify this Agreement and the Rates, as necessary. The scope and method of providing Collection Service, as referenced herein, shall be liberally construed to include, but not be limited to all procedures, operations, and obligations of the Contractor. Among other things, the City and the Contractor may wish to amend this Agreement if the Authority b ins to accept Source Separated Recyclable Materials that are collected in a"single stream' all of the Recyclable Materials are collected and handled together in one bin cart. In the future, the City may wish to obtain new services that a of addressed under this Agreement. For example,the City may wish to expand its Recycling program in ways that have not yet been identified. If the City and the Contractor are unable to agree upon the terms and conditions governing such se s, including but not limited to the Rates for such services, the City shall have the right to procure such services from other Persons, notwithstanding the Contractor's exclusive franchise under this Agreement. 58.3 AMENDMENTS DUE TO CHAN ES IN The City and the Contractor understand and agree that changes in the Applicable Laws may require amendments to some of the conditions or obligations of this Agreement. In the event any future change in any Applicable Law materially alters the obligations of the Contractor or the City, then the provisions and Rates in this Agreement may need to be modified. The City and Contractor agree to enter into good faith negotiations regarding amendments to this Agreement, which may be required in order to implement changes for the public welfare or due to a Change y in Law. 59. VEXO GH No delay or failu e to exercise a right under this Agreement shall impair such right or shall be construed to be a waiver thereof, but such right may be exercised from time to time and as often as deemed expedient. The failure of the City or Contractor at any time to require performance by the other party of any term in this Agreement shall in no way affect the right of the City or Contractor thereafter to enforce same. Nor shall waiver by the City or Contractor of any breach of any term of this Agreement be taken or held to be a waiver of any succeeding breach of such term or as a waiver of any term itself. To be effective, any waiver shall be in writing and signed by the party granting such waiver. Any such waiver shall be limited to the particular right so waived and shall not be deemed to waive any other right under this Agreement. 60. WAIVER OF FLOW CONTROL CLAIMS The Contractor has voluntarily entered into this Agreement for the purpose of enjoying the economic and other benefits conferred upon the Contractor by this Agreement. To ensure that the City also enjoys the benefits of this Agreement, the Contractor hereby knowingly, voluntarily, and permanently waives its 85 right to challenge, contest, or invalidate the provisions in this Agreement that require the Contractor to use a Designated Facility for the disposal or processing of Solid Waste collected by the Contractor in the Service Area. This waiver includes but is not limited to any claim that this Agreement implements an inappropriate form of Solid Waste "flow control", regardless of whether the claim is based on local, state, or federal law, or the Florida or U.S. Constitution, or any other grounds, and regardless of whether the claim seeks damages, injunctive relief, or other remedies at law or in equity. 61. GOVERNING LAW AND VENUE The laws of the State of Florida shall govern the rights, obligations, duties and liabilities of the parties to this Agreement and shall govern the interpretation of this Agreement. Any and all legal or equitable actions necessary to enforce this Agreement shall be held and maintained solely in the state and federal courts in and for Palm Beach County, Florida. Venue shall lie exclusively in Palm Beach County. 62. COMPLIANCE WITH LAWS AND REGULATIONS Contractor shall at all times comply with all Ap?1ccrs,able Laws now in of hereafter enacted, which are applicable in any way to Contractor, its o employees, agents, o contractors, except as provided in Section 57. 63. PERMITS AND LICENSES Contractor, at its sole cost and expense, shall obtain and maintain throughout the term of this Agreement all permits, licenses and approvals necessary or required for Contractor to perform the work and services described herein. 1& 14140 64. EQUV OPPORTUNITY EMP Y NT Contractor agrees that it shall not discriminate against any employee or applicant for employment for work under this Agreement because of handicap, race, color, religion, sex, age, or national origin and shall take affirmative steps to ensure that applicants are employed and employees are treated during employment by Contractor without regard to race, color, religion, sex, age or national origin. This provision shall include,but not be limited to,the following: employment upgrading, demotion or transfer; recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeships. Contractor agrees to furnish the City with a copy of its non- discrimination and equal employment opportunity policy,upon request. 65. AGRE NT DOCUMENTS This Agreement and the fo ing documents comprise the entire Agreement between the City and Contractor. The following documents are attached to this Agreement and they are incorporated in this Agreement by this reference: Exhibit 1 through Exhibit 13 After the Effective Date,the Agreement shall be supplemented with the following: Performance Bond and Insurance Certificates Any amendments to this Agreement that are approved by the Commission and Contractor 86 There are no Agreement documents other than those listed above. 66. ALL PRIOR AGREEMENTS SUPERSEDED This Agreement incorporates and includes all prior negotiations, correspondence, conversations, agreements and understandings applicable to the matters contained in this Agreement. The parties agree that there are no commitments, agreements or understandings concerning the subject matter of this Agreement that are not contained herein. Accordingly, it is agreed that no deviation from the terms of this Agreement shall be predicated upon any prior representations or agreements,whether oral or written. This Agreement shall supersede the City's RFP (No. 2014-38) and the Contractor's response to the RFP. In the event of any conflict, the provisions of this Agreement shall govern and shall supersede anything contained in the City's RFP or the Contractor's response. - OF 'qqo The City previously entered into an Interim Service Agreement (date 20__) with the Contractor for the Collection of Solid Waste and Recyclable Materials' The parties hereby agree that their Interim Service Agreement, as amended, shall terminate on January 31, 2015, without any further action being taken by either party. 67. HEADINGS Headings in this document are for convenience of ference only and are not to be considered in any interpretation of this Agreement. 68. CONSTRUCTION OF AGREE N Both parties are represented by legal counsel and they waive any rule of law that would require any vague or ambiguous provisions herein to be construed against the party that physically prepared this Agreement. The rule sometimes r ferred to as "Fortius Contra Proferentum" shall not be applied to the interpretation of this Agreement. 1 URVIVA T Any term, condition, covenant, obligation which requires performance by a party subsequent to termination of this reement sha main enforceable against such party subsequent to such termination. 70. SE VE L The definitions and provisio ntained in this Agreement shall not be construed to require the City or the Contractor to take any action that is contrary to any local, state or federal law. Should any provision, paragraph, sentence, word or phrase contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida, such provision, paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable,then same shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect. This Agreement shall be construed as if such invalid, illegal, void or unenforceable provision had never been contained herein. 87 71. FAIR DEALING The Contractor declares and warrants that the Contractor enters into this Agreement without reliance on or engaging in any collusion, bribery or fraud, that all of the Contractor's representations in this Agreement are made fairly and in good faith, and that no Commission member, City officer, or City employee, directly or indirectly owns more than five percent (5%) of the total assets or capital stock of the Contractor, nor will any such Person directly or indirectly benefit by more than five percent (5%) from the profits or emoluments of this Agreement, nor has the Contractor provided any gift to any such Person or their family. The Contractor warrants that it has not employed or retained any company or Person, other than a bona fide employee working solely for the Contractor, to solicit or secure this Agreement, and the Contractor has not paid or agreed to pay any Person, other than a bona fide employee working solely for the Contractor, any fee, commission, percentage, gift or any other compensation contingent upon or resulting from the award or making of this Agreement. 72. SOVEREIGN IMMUNITY Nothing in this Agreement shall be interpreted or nstrued to mean that the City waives its common law sovereign immunity or the limits on liability set 1'41 in Section 768.28, Florida Statutes. 73. REMEDIES NOTE CLUSI The remedies specified in this Agreement shall supplement, and not be in lieu of, any other remedies provided at law or in equity. The payment of any administrative charges by the Contractor shall not constitute a defense for the Contractor,nor an election of remedies by the City,nor serve as the basis for a claim of estoppel against the City, nor prevent the City fr%k1termmatirW this Agreement. The City's decision to refrain from assessing administrative charges, or suspending oirterminating this Agreement, or seeking any other relief from any failure in the Contractor's performance, shall not constitute a waiver of the City's right to pursue any other remedy or a waiver of its right to pursue a remedy for any future failure by the Contractor. No remedy conferred by this Agreement is intended to be exclusive of any V *Ad& other remedy. Each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity, by statute or otherwise. No single or partial exercise any party of any right, power, or remedy hereunder shall preclude any other or further exercise thereof. 74. N ES T IC RT All notices, requests, authorizations, approvals, protests, and petitions provided for herein shall be in writing. Such documents shall be addressed as shown below and either(a) hand delivered, (b) mailed by registered or certified mail (postage prepaid), return receipt requested, or (c) sent by telecopy. The documents shall be deemed t have been duly delivered when personally delivered, or when transmitted by telecopier and receipt is confirmed by telephone, or when delivered by U.S. Mail or courier service, as shown by the return receipt. For the present, the Contractor and the City designate the following as the appropriate people and places for delivering notices and other documents: As to City: City Manager City of Delray Beach 100 N.W. 1st Avenue Delray Beach, FL 33444 Telephone: (5 61)243-7010 Facsimile: (561) 243-7199 88 Copy to: City Attorney City of Delray Beach 200 N.W. 1st Avenue Delray Beach, FL 33444 Telephone: (561) 243-7090 Facsimile: (561) 278-4755 As to Contractor: Timothy B. Hawkins 2700 Wiles Road Pompano Beach, FL 330 Telephone: (954) 984 Facsimile: (954) Copy to: Ronald Kaplan 2700 Wiles Roa Pompano Beach, FL 33073 Telephone: (954 984-2000 Facsimile: (954 Both parties reserve the right to design a i erent representative,,or representatives in the future, or to change the address(es) for notice,by providing written notice to the other party of such change. 75. COOPERAIIOkWITH THE UPPECTA&ENERAL Palm Beach County has established the Office of the Inspector Gene ,which is authorized to review City contracts and records. The City has entered into an agreement with Palm Beach County for the services of the Insp ctor General. The Contractor shall fully cooperate with the Inspector General and shall provide access Contractor's records in the manner provided herein for the City to inspect such records. Failure to co with the Inspector General or interfering with or impeding any investigation of the Inspec General, shall be a violation of County Ordinance 2009-049 and shall be punishable pursuant to Section 125.69, Florida Statutes, in the same manner as a second degree misdemeanor. 76. CONTRACTOR'S REPRESENTATIONS AND WARRANTIES The Contractor represents and warrants to the City that: (a) The Contractor is a corporation existing in good standing under the laws of the state of its formation, is in good standing under the laws of the State of Florida, and is duly qualified to do business wherever necessary to carry on the business and operations contemplated by this Agreement. (b) The Contractor has the requisite power, authority, and legal right to enter into and perform its obligations under this Agreement and possesses all orders, permits, consents, licenses, approvals, franchises, certificates, registrations, and other authorizations from 89 third parties and governmental authorities that are necessary to conduct its current business and to satisfy its duties and obligations under this Agreement. (c) This Agreement has been duly executed and delivered by the Contractor and, as of the Effective Date, constitutes a legal, valid, and binding obligation of the Contractor, enforceable by the City against the Contractor in accordance with its terms, except to the extent its enforceability is limited by (1) the application of general principles of equity and by bankruptcy, insolvency, moratorium, debtor relief, and similar laws of general application affecting the enforcement of creditor rights and debtor obligations, and (2) public policy limitations on the enforceability of indemnification provisions. (d) The execution, delivery, and performance of this Agreement by the Contractor: (1) have been duly authorized; (2) do not require the approval of any governmental officer or body, other than those permits or approvals contemplated to be obtained after the Effective Date; (3) have been duly authorized by all requisite action of the Contractor, and no other proceedings on the part of the Contractor, its officers, partners or managers are necessary to authorize this Agreement or to perform the duties and obligations of the Contractor contemplated by it; (4)will not violate any law applicable to the Contractor or its property or any provisions of the Contractor's articles of incorporation or by-laws; (5) do not constitute a default under or result in the creation of, any lien, charge, encumbrance, or security interest upon any assets of the Contractor under any agreement or instrument to which the Contractor is a party or by which the Contractor or its assets may be bound or affected in any manner that prohibits or otherwise adversely affects the Contractor's ability to perform its obligations under this Agreement; and (6) do not and will not violate any copyrights, patents, o ther intell ual or proprietary rights of any Person. (e) To the best of the Contractor's info ation an elief, there is no action, suit, or proceeding, at law or in equity, before or by any court or governmental authority pending against the City or the Contractor, in which an unfavorable decision, ruling, or finding would materially and adversely affect the performance by the Contractor of its obligations under this Agreement, or that in any way would adversely affect the validity or enforceability of this Agreement, y other agreement or instrument entered into by the Contractor or any of its affiliates in connection with this Agreement. (f) Contractor will be in c pliance at all times with the 1964 Civil Rights Act, as a ed, and the Florida Civil Rights Act of 1992, as amended, because the Contractor doe not on the grounds of race, color, national origin, religion, sex, age, handicap, or marital status, discriminate in any form or manner against the Contractor's employees or applicants for employment. This statement of assurance shall be interpreted to include Vietnam-Era Veterans and Disabled Veterans within its protective range of applicability. The Contractor understands and agrees that this Agreement is conditioned on the veracity of this Section 76(f) and that a breach of this condition will constitute a material breach of this Agreement. (g) The Contractor shall comply with Applicable Law concerning the protection and rights of employees, including but not limited to equal employment opportunity laws, minimum wage laws, immigration laws, the Americans with Disabilities Act, and the Fair Labor Standards Act. 90 (h) The Contractor did not engage, directly or indirectly,in any collusion,bribery, deception, or fraud in connection with its efforts to procure the work awarded under this Agreement. (i) None of the agents, members, managers, partners, officers, directors, employees, or executives of the Contractor, or any affiliate that is active in the management of the Contractor, has been convicted of a public entity crime, as defined in Section 287.133(g), Florida Statutes. (j) The personnel employed by the Contractor have the proper skill, licenses, training, background, knowledge, experience, authorizations, integrity, and character necessary to perform the Contractor's obligations in accordance wit this Agreement. (k) No City employee received or will receive, directly or indirectly, any benefit, interest, or profit out of the procurement process pursuant to which this Agreement was awarded or in connection with this Agreement or the services to be provided pursuant to this Agreement, and no City employee has or will have any direct or indirect financial interest in the award of this Agreement any of the services to be provided pursuant to this Agreement. (1) The Contractor acknowledges that S 287.135, Florida Statutes, prohibits agencies from contracting with companies for goo or services of$1,000,000 or more,that are on either the Scrutinized Companies with Activities in the Sudan List and/or the Scrutinized Companies with Activities in the Iran Petroleum6Energy List, both lists of which are created pursuant to Section 215.473, Florida Statutes, and certifies, represents, and warrants to the City that the Contractor is not on eithe those lists. [THE DER OF THIS P S INTENTIONALLY BLANK] 91 IN WITNESS WHEREOF, the parties have made and executed this Agreement, as attested to by the signature of their duly authorized officers or representatives and their official seals affixed hereon,the day and year first above written. CITY OF DELRAY BEACH,by and through its Attest: City Commission By: Chevelle D.Nubin, City Clerk Cary Glickstem, Mayor da nary, 2015 Approved as to form and legal sufficiency By: Noel M. Pfeffer, City Attorney day of January, 2015 (CITY SEAL) 92 WITNESSES: CONTRACTOR By: Signature Signature Printed Name Printed Name and Title day of January, 2015 day of January, 2015 Signature Printed Name day of January, 2015 ATTEST: SECRETARY STATE OF FLORID ) SS: CITY OF BEFORE ME, an officer duly authorized by law to administer oaths and take acknowledgments, personally appeared as qW , of an o zation authorized to do business in the State of Florida, and he/she execed the foregoing Agreemen the proper official of for the uses and purposes mentione in it and affixed the of 1 ial seal of the corporation, and that the instrument is the act and deed of t corporation. He/she is personally known to me or has produced as identification. IN WITNESS OF THE FOREGOING, I have set my hand and official seal at in the State and City aforesaid on this day of January, 2015. NOTARY PUBLIC My Commission Expires: 93 EXHIBIT I GENERAL MAP OF SERVICE AREA, INCLUDING AREAS RECEIVING SIDE DOOR SERVICE OR SERVICE WITH PLASTIC BAGS I CITY OF DELRAY BEACH, FLORIDA Residential Curbside&Rear/Side DODIF Regular Garbage,Recycling,Bulk Trash&Vegetative Waste Collection Days GU f S,RE MB VD. Information&Collection Problems(561)243-7219 Code Enforcement Division Please visit our website at www.mydelraybeach.com L-3D GNAT '., x r mP V c. z _ '6.kpgE /DA G. BUSH 9LN9" u,KE 0q N.W.4TH ST. �7 a N.V✓.�kOC N.E. 4 N ST, •• � N.W.2ND SL 93 ATLANTIC AVENUE 4a ••• AVENUE A7LANTIC s Q gp fi w S.W.SID ST. � a SM 4TH ST, S,4Bis yy to `S,W"10TH ST SE 16TH 5T WO DN BOIIL ARD " LINTON LL BLYR, L1MON BDULEVARD 95 0 � 4 S � � o 906 w W L-R CAN% I C.}b CANAL AREA GARBAGE RECYCLING BULK VEGETATIVE TRASH TRASH O TUESDAY & TUES➢AY FRIDAY FRIDAY FRIPAY MONDAY } REGULAR GARBAGE O & MOfllDAY MONDAY MONDAY Q SERVICE TYPES N TH SDAY UR ® 7U=SbAY Z 8 FRIDAY TUESDAY TUESDAY CI CURB SIDE FRIDAY O rY f20LGART ONE MILE ® MONDAY p– 8 THURSDAY THURSDAY THURSDAY U CURS SIDE G1vlpylc SCAL= WEDNESDAY 1'ASTID SAG O & WEDNESDAY SATURDAY SATURDAY REARISIDE DDOR ClrvoF 9E?RAYBEA CH,FL SATURDAY O PIANNIN6 W 8 ZONING DEPARTMENT 8 SATU OWNER CONTAINER zon 6 EDNESDAY U FEBRUARY—RDAY WEDNESDAY WEDNESDPY SATURDAY --n1Gru sASEWaa SySTEAf-- IofI EXHIBIT 2 RESERVED lofl EXHIBIT 3A RATES FOR RESIDENTIAL COLLECTION SERVICES Curbside Collection with Curbside Collection with Garbage Carts Plastic Bags Garbage $ 5.44 (2x/wk) $4.39 (2x/wk) Yard Waste $ 2.27 (1x/wk) $ 2.27 (1x/wk) Recyclable Material $ 2.27 (1x/wk) $ 2.27 (1x/wk) Bulky Waste $ Incl. (1x/wk) $ Incl. (1x/wk) Total Monthly Cost $ 9.98 $ 8.93 per Dwelling Unit 1 of 3 EXHIBIT 3A (continued) Side-Door Service Collection Service with Mechanical Containers Garbage $ 18.20 (2x/wk) $ 3.32 (2x/wk) AL IF Not Applicable Not Applicable Yard Waste Recyclable Material $ 2.27 (1x/wk) $ 2.27 (1x/wk) Bulky Waste Not Applicable Not Applicable Total Monthly Cost $ 20.47 $ 5.59 _FF_ NL> U 2of3 EXHIBIT 3A (continued) Explanatory Notes 1. All Rates are fixed through September 30, 2015, and are based on the service requirements specified in the Agreement. The Rates are expressed as the cost that the City must pay per Dwelling Unit per month. 2. If the Contractor furnishes a Garbage Cart to a Residential Customer in a Multi-Family Dwelling, the Contractor may charge the Customer a monthly fee of One Dollar($1.00)per cart. 3. The Rate for Residential Collection Service shall apply to each Customer that receives such service, regardless of the number of Garbage C s, Garbage C s, Recycling Bins, or Recycling Carts that are used by the Customer. 4. Customers receiving Side Door Service s ay the Rate for Side D rvice, in addition to the Rate for Curbside Collection Service. 3 of 3 EXHIBIT 3B RATES FOR COMMERCIAL COLLECTION SERVICES Rate for Collection of Commercial Waste with $ 5.18 per cubic yard for Collection Mechanical Containers (i.e., other than Compactors and Roll-Off Containers) $ 2.81 Disposal Total per cubic yard $7.99 Rate for Collection of Commercial Waste in $ 6.48 per cubic yard for Collection (1.25x the Compactors (8 cubic yards or less) Collection cost for Mechanical Containers, above) $ 8.43 Disposal Total per cubic yard $ 14.91 Rate for Collection of Recyclable Materials in $ 5.18 per cubic yard Mechanical Containers 4-910!!N _N'N Rate for Collection of Commercial Waste with 96 $ 23.00 per month for Collection Gallon Garbage Cart collected one time per week (Customers generating less than 2 cubic yards per $ 6.08 per month for Disposal week) -4 10 Total monthly$ 29.08 Rate for Collection of Recyclable Materials with 96 $ 23.00 per month for Collection Gallon Recycling Cart collected one time per week 1 of 2 EXHIBIT 3B (continued) Rate for Collection of Commercial Waste in $ 195.00 per pull for Collection Compactors (greater than 8 cubic yards—Roll-Off Compactors) Disposal is a pass thru cost paid by the Customer Rate for Collection of Commercial Waste in Roll-Off $ 185.00 per pull for Collection Containers Im Disposal is a pass thru cost paid by the Customer Explanatory Notes 1. All Rates are fixed through September 30 2015, an ased on the service requirements specified in the Agreement. 2. The Rates for Commercial Collectio ervice 1 u e all cha d fees for the rental of Mechanical Containers,except Compacto . The Rate for leasing a Compactor shall be negotiated by ontractor d the Cus 2 of 2 EXHIBIT 3C RATES FOR COLLECTION SERVICES FOR THE CITY Rate for Collection of Solid Waste with $ 5.18 per cubic yard for Collection Mechanical Containers (i.e., other than Compactors and Roll-Off Containers) Rate for Collection of Solid Waste in $ 6.48 per cubic yard for Collection (1.25x the Compactors (8 cubic yards or less) Collection cost for Mechanical Containers, above) >4\040 4m%% Ift in I& Rate for Collection of Recyclable Materials in $ 5.18 per cubic yard Mechanical Containers Rate for Collection of Garbage with 96 Gallon $ 23.00 per month Garbage Cart collected one time per week (locations generating less than 2 cubic yards per week) 1 of 3 EXHIBIT 3C (continued) Rate for Collection of Recyclable Materials $ 23.00 per month with 96 Gallon Recycling Cart (1 time per week) Rate for Collection of Solid Waste in $ 185.00 per pull for Collection Compactors (greater than 8 cubic yards—Roll- off Compactors) Rate for Collection of Solid Waste in Roll-Off $ 175.00 per pull for Collection Containers %6, Rate for Clamshell Truck and Driver,five (5) $ 17,000.00 per month days per week Rate for Collection of Recyclable Materials in a $ 22.70 per month 40 gallon Recycling Container(2 times each week) at a location in the areas identified in Exhibits 7, 8, and 11 7% If Rate for Collection of trash in a 40 gallon $ 22.70 per month receptacle (2 times each week) at a Bus Shelter, Park, or other location in the areas identified in Exhibits 7 or 8 Rate for Collection of trash in a 40 gallon $ 68.10 per month receptacle (6 times each week) at a location identified in Exhibit 11 2of3 EXHIBIT 3C (continued) Explanatory Notes 1. All Rates are fixed through September 30,2015, and are based on the service requirements specified in the Agreement. 2. The City may increase or decrease the number of Recycling Containers and trash receptacles it uses in the general areas identified in Exhibits 7, 8, and 11. The City's payments to the Contractor shall increase or decrease, as the case may be,when the City increases or decreases the number of Recycling Containers and trash receptacles it uses in the Service Area. The adjustments to the City's payments shall be has o he "per unit"Rate set forth above in this Exhibit 3C. 3. The Rate for providing Collection Servic Community Events\Cart the services requested by the City. For such events,the hall pay VKRates s Exhibit 3C for a Mechanical Container, Compactor, Garba art, or cl 4. The City shall not pa y any di sp NdiStposah e Contractor except as provided in Paragraph 5,4 below. 5. The City shall pay the Contractor for e the trash other Solid Waste collected from eighty-four(84) of the trash receptacles located along Atlantic Avenue,the Beach area, and Pineapple Grove. The amou f the Cit ' ent to the Contractor shall be calculated in the following manner: e Assume the are eig ty-four(84)tras receptacles, each receptacle is approximately thirty(30)gallons in capacity, and each receptacle is picked up (6)times each week. Assume the thority's Tipping Fee is forty-two dollars ($42.00)per ton,which is equal to two dollars and eighty-one cents ($2.81)per cubic yard. IR Assume each thirty(30)gallon container holds 0.15 cubic yards. Eight-four(84) containers x 0.15 cubic yards per container x six(6)pick- ups per week x fifty-two (52)weeks per year x two dollars and eighty- one cents ($2.81)per cubic yard=eleven thousand forty-six dollars and sixty-seven cents ($11,046.67)per year. This annual disposal fee shall be billed in arrears in twelve (12) equal monthly installments of nine hundred twenty dollars and fifty-six cents ($920.56) each month. If the Authority's Tipping Fee changes in the future,this calculation shall be performed with the new Tipping Fee and the City's payments to the Contractor will be adjusted accordingly. 3 of 3 EXHIBIT 3D RATES FOR SPECIAL COLLECTION SERVICES SERVICE RATE PER SERVICE Rolling Out Commercial 95 or 101 Gallon Carts,with $1.00 10 or more feet per direction (no charge for Residential Customers regardless of distance; no charge for Commercial Customers for less than 10 feet per direction) Rolling Out Mechanical Container(and returning it to $8.00 p month per container times frequency of original location) collection Side-Door Service(Residential Curbside Only)* $22.00 per dwelling unit Opening(and closing)Doors or Gates No Charge Locks for Containers $9.00(one time) 40charge for Replacements based on cost+ 10% Unlocking Containers $1.35 Supplying(and retrofitting)locking mechanism on $55.00 one-time installation charge container per customer request only Adding wheels to or changing wheels on Me hanical No Charg Containers Adding lids to or changing lids on Mechani No Charge Containers Moving Container Location Per Customer Re uesf No Charge Changing Out sizes(more than twice per Operating $25.00 Year) Additional Scheduled Pick-ups for Residential Same as Applicable Commercial Collection Rates Customers using Mechanical Containers (No Disposal Charges) Additional Unscheduled(picked up by end of business $25.00 Special Service Fee Plus Applicable Commercial the following day but not including"on-call')Pick-ups ,Collection and Disposal Rates Per Dumpster for Commercial and Residential Customers using (No Disposal Charges for Residential) Mechanical Containers Special Service or special equipment required because of Negotiable impaired accessibility Turn around compactors(Commercial Customer only) $10.00 per pull (No Charge for Multi-family) Stump/Land Clearing Collection Negotiable Residential Yard Waste Collection for special pickup at $9.00 Per CY the request of the Residential Customer for oversized piles Residential Mixed Collection(Yard Waste with C&D $22.00 Per CY and/or Bulky Waste) Lease of Compactor Negotiable *No charge for Residential Customers physically unable to bring Solid Waste or Recovered Materials to Curbside. lofl EXHIBIT 4 PARENT CORPORATION GUARANTEE THIS GUARANTEE("Guarantee")is made as of the day of , 2014, by , a corporation (the "Guarantor"), to and for the benefit of the City of Delray Beach, Florida (the "City") (each capitalized term used and not defined herein shall have the meaning ascribed to such term in the Agreement). WITNES SETH: WHEREAS, (the "Contractor"), a corporation and a wholly-owned subsidiary of the Guarantor, is entering into an"Exclusive Franchise Agreement("Agreement")with the City; WHEREAS, the Guarantor is willing to guarantee the performance of the Contractor under the Agreement, pursuant to the terms of this Guarantee; and WHEREAS, the execution of this Guarantee is a condition precedent to the execution by the Contractor and the City of the Agreement, and the City would not enter into the Agreement unless the Guarantor provided this Guarantee; NOW, THEREFORE, as an inducement to the City to enter into the Agreement, the Guarantor agrees as follows: 1. The Guarantor hereby irrevocably, absolutely and unconditionally guarantees the full, prompt and timely performance and discharge of all of the duties, obligations, covenants and agreements of the Contractor pursuant to and in accordance with the terms and provisions of the Agreement, including but not limited to, the full, prompt and timely payment when due of all sums and amounts payable by the Contractor, including without limitation, the payment of any and all fines, damages, indemnification obligations, costs, and expenses, including without limitation, reasonable fees and expenses of attorneys (collectively, the "Obligations"). 2. All Obligations of the Guarantor under this Guarantee shall be irrevocable, absolute, unconditional and continuing, and shall remain in full force and effect until all of the Obligations now existing or hereafter incurred have been performed, discharged and paid in full in accordance with the terms of the Agreement. The Obligations of the Guarantor under this Guarantee shall not be released, discharged, affected, modified or impaired by reason of the happening from time to time of any event or circumstance, including, without limitation, any one or more of the following: (i) the compromise, settlement, release, discharge or termination of any or all of the Obligations, by operation of law or otherwise, except by payment and performance in full of the Obligations pursuant to the terms of the Agreement; 1 of 6 EXHIBIT 4 (continued) (ii) the failure of the City to give notice to the Contractor or the Guarantor of the occurrence of any Event of Default under the Agreement; (iii) the waiver by the City of any payment, performance, or observance of any of the Obligations; (iv) the extension of the time (whether one or more) for payment or performance of the Obligations, or the extension or the renewal of any thereof, (v) the invalidity or unenforceability of any t or provision of the Agreement based on the lack of authority, insolvency, bankruptcy or r ization of the Contractor; (vi) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, arrangement, composition with creditors or readjustment of, or other similar proceedings affecting the Contractor, or its assets, or the Guarantor, or its assets, or any allegation of invalidity or contest of the validity of this Guarantee in any such proceedings; 'N (vii) the default or failure of the Guaran to fully perform any of its obligations set forth in this Guarantee or the occurrence ,y,events of default under the Agreement; (viii) the failure of any agreement, instrument, certificate, or other document to be executed or delivered in connection with the Agreement; or (ix) any assignment, amendment, modification, or waiver of, or change in any of the terms, covenants, conditions or provisions of any of the Obligations or the Agreement, or the invalidity or unenforceability of any of the foregoing. 3. Off This Guarantee shall be construed in accordance with and governed by the laws of the State of Florida, without giving effect to any choice or conflict of law provisions or rules (whether of the State of Florida or any other jurisdiction). 4. Subject to the provisions of Section 7 hereof, this Guarantee shall be binding upon and enforceable against the Guarantor, its successors, or permitted assigns and legal representatives (including any successor by merger or consolidation or any transferee of all or substantially all of the properties or capital stock of the Guarantor), whether or not the Guarantor's obligations hereunder are expressly assumed by such successor, assignee, or transferee, and is for the benefit of the City and any of its successors and assigns under the Agreement. 5. Each and every event of default under the Agreement shall give rise to a separate cause of action hereunder, and separate claims may be brought hereunder by the City as each cause of action arises. The Guarantor waives to the greatest extent permitted by law: notice of acceptance hereof, presentment and protest of any instrument, and notice thereof, notice of default; notice of foreclosure; notice of any modification, release or other alteration of any of the 2of6 EXHIBIT 4 (continued) Obligations or of any security therefor and all other notices to which the Guarantor might otherwise be entitled. Should the Contractor default in the payment or performance of any of the Obligations, the obligations of the Guarantor hereunder with respect to such Obligations in default shall become immediately due and payable to the City without demand or notice of any nature, all of which are expressly waived by the Guarantor. Payments by the Guarantor hereunder may be required by the City on any number of occasions. 6. No failure, omission or delay by the City in exercising any right, power or privilege hereunder or under the Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other right, power or privilege of the City. No waiver, amendment, release or modification of this Guarantee shall be establisld by conduct, custom or course of dealing, but solely by an instrument in writing duly executed by the party against whom any such waiver, amendment, release or modification is sought Jo be enforced. 7. The Guarantor shall not assign its obligation hereunder nor substitute any Person in place of itself hereunder without first obtaining the express prior written consent of the City, which consent may be withheld by the City in its sole and absolute discretion. Any attempted assignment in violation of this Guarantee shall be null and void. 8. The obligations of the Guarantor to the City set forth in this Guarantee are direct, absolute and unconditional without regard to the liability of any other Person; and shall not be subject to any requirement that the City first enforce any remedies it may have against the Contractor or any other Per n, or any requirement to seek to recover from the Contractor hereunder before proceedi amst the Guarantor hereu er and shall not be subject to any claim of the Guarantor against any,other Person includin City. No setoff counterclaim reduction, or diminution of any obligation, or any other defense of any kind of nature (excepting payment or performance in fact and any other defenses the Contractor has under the Agreement) which the Contractor or the Guarantor has or may have against the City shall limit or in any way affect the Guarantor's obligations under this Guarantee. 9. Each of the Guarantor and the City irrevocably (i) consents that any action or proceeding against it under, arising out of or in any manner relating to this Guarantee shall be brought in the state or federal courts in and for Palm Beach County, Florida, and consents to the exclusive jurisdiction of such courts; (ii) consents and submits to the personal jurisdiction of any such court in any such action or proceeding; (iii) consents to the service of summons, notice, or other process relating to any such action or proceeding by delivery thereof by hand or by mail in the manner provided for in Section 13 of this Guarantee and consents that it may be served with any process or paper by registered mail or by personal service within or without the State of Florida, in accordance with applicable laws; (iv) waives any objection, claim or defense which it may have at any time to the laying of venue of any such action or proceeding in any such court; (v) waives any claim that any such action or proceeding brought in any such court has been brought in an inconvenient forum; (vi) waives the right to object, with respect to any such action or proceeding brought in any such court, that such court does not have jurisdiction over such party; and (vii) permanently, voluntarily, and with the advice of counsel, waives any rights it may have to a jury tri al concerning any dispute involving or ari sing out of the Agreement or this Guarantee. 3 of 6 EXHIBIT 4 (continued) 10. Upon payment by the Guarantor of any sum to the City hereunder, all rights of the Guarantor against the Contractor arising as a result thereof by way of right of subrogation or otherwise shall in all respects be subordinate, junior in right of payment to, and not exercisable until, the prior indefeasible payment and performance in full of all Obligations. 11. This Guarantee may be executed in multiple counterparts, including by way of facsimile or other electronic transmission (i.e., pdf), each of which shall be deemed an original, but all of which taken together shall constitute one instrument. If any provision of this Guarantee is determined to be unenforceable, the City and the Guarantor hereby agree that such provision may be reformed so that it is enforceable to the maximum extent permitted by applicable laws. In the event that any provision of this Guarantee cannot be reformed, such provision shall be deemed to be severed from this Guarantee, b t every other provision of this Guarantee shall remain in full force and effect. This Guarant entered into by Guarantor solely and exclusively for the benefit of the City and may be enfo against Guarantor by the City and any of its successors and assigns. This Guarantee contains he entire understanding of the parties with respect to the subject matter hereof, and supersedes all prior agreements, representations and understandings of the parties with respect to the subject matter herein. 12. The Guarantor hereby ex I ssly waives notice from the City of its acceptance of and reliance upon this Guarantee, and of any fut e creation renewal or accrual of any of the Obligations. 13. All notices hereunder shall be in writing and shall e sufficiently given for all purposes hereunder if properly addressed and delivered personally by documented overnight delivery service, by certified or registered mail, return receipt requested, or by facsimile or other electronic transmission service at the address or facsimile number, as the case may be, set forth below. Any notice given personally or by documented overnight delivery service is effective upon receipt. Any notice given by registered mail is effective upon receipt, to the extent such receipt is confirmed by return receipt. Any notice given by facsimile transmission or other electronic transmission service is effective upon receipt, to the extent that receipt is confirmed, either verball or in writing by the rec. Tent. Any notice which is refused, unclaimed or undeliverable because of an act or omi ion of the party to be notified, if such notice was correctly addressed to the party to be notified, shall be deemed communicated as of the first date that said notice was refused, unclaimed or deemed undeliverable by the postal authorities, or overnight delivery serv'4W If to the City: City Manager City of Delray Beach 100 N.W. 1st Avenue Delray Beach, FL 33444 Telephone: (561) 243-7010 Facsimile: (561) 243-7199 4of6 EXHIBIT 4 (continued) Copy to: City Attorney City of Delray Beach 200 N.W. 1st Avenue Delray Beach, FL 33444 Telephone: (561) 243-7090 Facsimile: (561) 278-4755 If to the Guarantor: Copy to: Changes in the respective addresses to which such notices shall be sent may be made from time to time by y by not given to the other party in accordance with this Guarantee. 14. Any termination of this Guarantee shall be applicable only to transactions having their inception after the effective date of such termination and shall not affect rights and obligations arising out of transactions having their inception prior to such date. OF 446h, ML -940 IN WITNESS WHEREOF, the Guarantor has executed this instrument the day and year first above written. ATTEST: (Guarantor) By: By: Name: Name: Title: Title: [Seal] 5 of 6 EXHIBIT 4 (continued) Witnesses: Signature Signature Print or Type Name Print or Type Name Signature Signature AOL Print or Type Name Print o Name 6of6 EXHIBIT 5 PERFORMANCE BOND CONTRACTOR(name,principal place of business, and phone number): XYZ Company Address SURETY (name,principal place of business, and phone number): CITY: City Manager City of Delray Beach 100 N.W. 1st Avenue Delray Beach, FL 33444 Telephone: (561) 243-7010 BOND No. Date: Amount: Two Million Dollars ($2,000,000) KNOW ALL MEN BY THESE PRESENTS that we, (hereinafter "CONTRACTOR"), as Principal, and hereinafter "SURETY"), as Surety, are held and firmly bound unto the City of Delray Beach, Florida (hereinafter "CITY"), as Obligee, in the amount of Two Million Dollars ($2,000,000.00), for the payment whereof CONTRACTOR and SURETY bind themselves, their heirs, executors, administrators, successors and assigns,jointly and severally, firmly by these presents. WHEREAS, the SURETY states that it has read all of the "Exclusive Franchise Agreement" (hereinafter"Agreement")that is attached hereto and incorporated herein by reference, and SURETY has carefully considered the CONTRACTOR's obligations and duties under the Agreement, including but not limited to the provisions of Sections 47 ("Breach and Termination of Agreement")and 51 ("Damages and Indemnification"); and WHEREAS, the CITY's issuance of an exclusive franchise to the CONTRACTOR, and the CITY's execution of the Agreement with the CONTRACTOR, are contingent upon the execution of this bond (hereinafter"BOND") and these presents. 1 of 6 EXHIBIT 5 (continued) NOW, THEREFORE, THE CONDITIONS OF THIS OBLIGATION ARE SUCH that, if the CONTRACTOR shall in all respects promptly and faithfully perform and comply with all of the terms and conditions of the Agreement, and CONTRACTOR's obligations thereunder,then this obligation shall be void; otherwise,the BOND shall remain in full force and effect, in accordance with the Agreement and the following terms and conditions: 1. The SURETY, for value received, as hereby acknowledged, stipulates and agrees that no change, alteration or addition to the terms of the Agreement or to the work to be performed thereunder or the requirements for the same shall in any way affect the SURETY's obligations on the BOND, and SURETY does hereby waive notice of any change, alteration, or addition to the terms of the Agreement or to the work. 2. The SURETY, for value received, as hereby acknowledged, further stipulates and agrees that it will pay the CITY all losses, damages, expenses, costs, and attorneys' fees, including fees incurred in appellate proceedings, the CITY sustains because of a default by the CONTRACTOR under the Agreement,up to the maximum amount of the BOND. 3. The fact that the CITY may extend the time within which the CONTRACTOR may perform its obligations shall not release the SURETY from its obligations under this BOND, whether such extension is made after notice to the SURETY or not, and the SURETY hereby consents that the CITY may extend the time for the CONTRACTOR's performance,without providing notice to the SURETY. 4. In the event that the CONTRACTOR defaults in the performance of any of the terms, covenants, or conditions of the Agreement, the CITY shall promptly give notice of such default to the SURETY in writing by certified mail, return receipt requested, addressed to the SURETY at its principal place of business, as identified above. 5. In the event that the CONTRACTOR defaults in the performance of any of the terms, covenants, or conditions of the Agreement, the SURETY shall have the right to complete the work or performance on behalf of the CONTRACTOR, and for that purpose shall have all of the rights of the FRANCHISEE under the Agreement for the completion of performance. 6. In the event that the CONTRACTOR defaults in the performance of any of the terms, covenants, or conditions of the Agreement,the SURETY shall remedy the default or otherwise satisfy its obligations under this BOND. 7. In the event there is a failure to perform the conditions of this obligation, the CITY may bring any and all actions, suits, or proceedings, or otherwise take such steps as it deems appropriate, to enforce the obligation of the SURETY, and the CITY may do so without j oining the CONTRACTOR in any such actions, suits, or proceedings. Thereafter,whether judgment is obtained against the SURETY or not, successive actions can be brought against the CONTRACTOR, and this BOND shall remain a continuing obligation on the part of the SURETY and the CONTRACTOR until the conditions of this BOND have been fully performed, including the resolution of third party lawsuits. 8. It is understood and agreed that the obligation of the CONTRACTOR under this BOND continues from day to day until paid, and a new cause of action arises thereon daily with the result that the statute of limitations of the State of Florida does not run against the entire claim. The obligation of the SURETY under this BOND, therefore, continues in this manner, and no action, suit, or proceeding against the CONTRACTOR or the SURETY hereunder shall be barred, except under such conditions as would bar it under the said statute of limitations. 2 of 4 EXHIBIT 5 (continued) 9. Any proceeding, legal or equitable, under this BOND shall be instituted only in a court of competent jurisdiction in and for Palm Beach County, Florida, and shall be instituted within the statute of limitations after the CONTRACTOR's default or within the statute of limitations after the SURETY refuses or fails to perform its obligations under this BOND, whichever occurs later. If the provisions of this paragraph are void or prohibited by law, the minimum period of limitation available to sureties as a defense in the State of Florida shall be applicable. 10. Notices to the SURETY,the CITY, and the CONTRACTOR shall be mailed or delivered to the addresses shown above. 11. The SURETY represents and warrants to the CITY that it has a rating of"A" or better as to management and "FSC X" or better as to strength by Best's Insurance Guide or Surety; (b) it is listed on the U.S. Treasury Department's list of acceptable sureties for federal bonds; (c) it has been in business continuously for at least five years; and (d) it will not cancel or alter this BOND without providing at least 30 days advance notice to the CITY. 3 of 4 EXHIBIT 5 (continued) CONTRACTOR AS PRINCIPAL SURETY Company: (Corporate Seal) Company: (Corporate Seal) Signature Signature Print Name Print Name Title Title Date Date Witnesses: Signature Signature Print Name Print Name Signature Signature Print Name Print Name FLORIDA RESIDENT AGENT FOR SURETY Print Name Address Phone Fax 4 of 4 EXHIBIT 6 SPECIFICATIONS FOR GARBAGE CARTS 1. MINIMUM REQUIREMENTS: The following specifications describe the minimum acceptable features and performance requirements for the Garbage Carts the Contractor will provide under the Agreement. 2. MANUFACTURING PROCESSES AND MATERIALS: Each cart shall consist of a body, lid, wheels, axle, and necessary accessories. The plastic resin material and the finished cart must meet the minimum specifications herein. 2.1 MANUFACTURING PROCESS: Each cart body must be manufactured by a rotational or injection molding process. 2.2 PLASTIC MATERIAL: Base plastic resin must be first quality linear polyethylene or high-density polyethylene (HDPE) supplied by a national petrochemical producer. Off- spec material is not acceptable. Contractor must submit technical data sheet(s) from the resin producer. 2.3 RESIN ADDITIVES: All plastic parts shall be specifically prepared to be colorfast so that the plastic material does not alter or fade appreciably in normal use. The plastic resin must be enhanced with color pigment and ultraviolet inhibitor, which must be used at a rate that is no less than 1.5% by weight, and which must be uniformly distributed throughout the finished cart. To ensure thorough distribution of these additives,the resin and additives must be mixed in a molted state using a hot-melt blending process. Contractor must submit a statement certifying that all of the plastic resin and additives will be hot-melt blended. 3. CART REQUIREMENTS: The carts must be compatible with standard American semi- automated bar-locking lifters (ANSI type B) as well as automated arm lifters (ANSI type G) and function as follows: 3.1 ANSI CONFORMANCE: Carts must meet the requirements of ANSI Z245.30-2008 and ANSI Z245.60-2008 standards for"Type B/G"carts. Contractor must submit independently certified copies of all ANSI test results. Test results must state the load (in pounds) under which the tests were conducted. The load under which the tests were conducted must be the same as the load rating stated in the cart manufacturer's sales literature and specifications. The ANSI Appendix D test for "Loading and Unloading Test for Carts" must clearly state that the required 520 dump cycles under the cart's full rated load were performed on both a Semi-Automated Cart Lifter and a Fully Automated Grabber Arm. 3.2 LOAD RATING: Carts must be designed to regularly receive and dump the following amount of waste material, excluding the weight of the cart, without permanent damage or deformation. The load rating must conform with ANSI Standard Z245.30-2008. 1 of 6 EXHIBIT 6 (continued) 32 Gallon— 122 pounds 64 Gallon—224 pounds 96 Gallon—330 pounds Contactor must submit a normal printed color sales brochure which shows the exact products being proposed and the corresponding load ratings. Contractor must mark the location of the load ratings on the brochure with bold red arrows so as to aim directly at the load ratings. The load rating in the sales literature must match the specifications and ANSI certification submitted by the Contractor, and the load rating permanently marked on the cart. 3.3 RESIN WEIGHT: The carts must be manufactured to achieve a minimum resin weight as follows: 32 Gallon— 17.9 pounds minimum 64 Gallon—23 pounds minimum 96 Gallon— 34.1 pounds minimum 3.4 CAPACITY: The total capacity (volume) of the carts, excluding the lid, must be 32 U.S. gallons (+/- 2%), 64 U.S. gallons (+/-3%), and 96 U.S. gallons (+/- 3%), respectively. Contractor must include independent test results according to ANSI Z245.30, Appendix A (Volume Test), certified by an accredited professional engineer, showing the exact capacity of the cart body (to the nearest 0.1 U.S. gallon), for each size. 2of6 EXHIBIT 6 (continued) 3.5 DIMENSIONS: The exterior dimensions of the completely assembled carts shall be approximately as follows: 32 Gallon— Height: 39.13" Depth: 22.88" Width: 20.2" 64 Gallon— Height: 40.25" Depth: 28.0" Width: 26.50" 96 Gallon— Height: 45.13" Depth: 33.73" Width: 28.17" 3.6 WALL THICKNESS: The carts must have a minimum nominal wall thickness of 0.154"throughout the body of the cart, and a minimum wall thickness of 0.185" inches in the critical wear points (i.e., the cart bottom, handle, and lift mechanism). The minimum wall thickness of the lid must be 0.14". 3.7 MANEUVERABILITY: Contractor must state the average tipping force required to maneuver a fully loaded cart when tilted to the roll position. The Contractor must also submit documentation that conforms to ANSI Z-245.60 (Force To Tip) testing that clearly defines the cart's maximum average tipping force. The results of this testing may not exceed a maximum average of 27 pounds for 32 gallon carts, 35 pounds for 64 gallon carts, and 50 pounds for 96 gallon carts. 3.8 RIM OF BODY: The upper rim of each cart body must have a closed tubular design or be molded with a reinforced rim for maximum strength during collection. The rim must also include a ledge or other built-in feature that creates a tight seal between the body and lid. 3.9 HANDLES: Each cart must be equipped with a minimum of one handle, with a minimum of 1" diameter. The handle(s) and handle mounts must be an integrally molded part of the cart body. The handles shall be designed to afford the user positive control of the loaded cart at all times. The handles must not have the ability to rotate on their own axis at any time. Handles which are molded as part of the lid are unacceptable. Bolted-on handle mounts or bolted-on handles are unacceptable. 3.10 LID: The lid shall be of one piece construction and manufactured of the same material used in the cart body. The lid shall be configured to ensure that it will not warp, bend, slump, or distort to such an extent that it no longer fits the cart properly or becomes otherwise unserviceable. The lid must be crowned in shape and designed to prevent the 3 of 6 EXHIBIT 6 (continued) entry of rain when in the closed position. The lid must open from a closed position through a full 270° arc. Living hinges and lid counter weights are unacceptable. Lid latches are unacceptable. 3.11 BOTTOM: The bottom of the cart must be impact resistant at all points (four corners and the center) of the base for durability. Screw-on, bolt-on, or pop-on wear guards are unacceptable. 3.12 WHEELS: Wheels for 32 gallon and 64 gallon carts shall be a minimum of 10" diameter. Wheels for 96 gallon carts shall be a minimum of 12" diameter and 1.75" wide with rubber treads. All wheels must be capable of supporting a minimum of 200 pounds per wheel. 3.13 AXLE: The axle for 32 gallon carts must be a minimum of 5/8" diameter. The axle for 64 gallon and 96 gallon carts shall be a minimum of 3/4" (0.75") diameter. All axles shall be zinc chromate plated or powder coated equivalent, solid high strength steel, and fully supported by the cart body. The axle must slide through two molded-in plastic journals in the cart bottom and must not be exposed to the contents inside of the cart. Each molded-in axle journal must be at least 1"wide. Axles attached by means of bolts or rivets are unacceptable. 3.14 STABILITY: Each cart shall be stable and self-balancing when in the upright position, either loaded or empty. The carts must be designed to withstand winds averaging 25 mph when empty. 3.15 LIFT SYSTEM: Each cart shall be equipped with attachment points which make it compatible with standard American semi-automated bar-locking lifters and fully- automated arm lifters. The upper lift point must be integrally molded into the body of the cart. All lower lift bars must be designed to withstand over ten (10) years of lifter attachment. The lower lift bar on 96 gallon carts shall be at least 1"diameter galvanized steel. The lower bar must be mounted in molded-in plastic bearings or held in place with pre-installed latch/push pins. The lower bar must be factory installed and cannot be attached by means of rivets, screws,bolts, or similar fasteners. 3.16 COLOR: The cart body color shall be green, gray, brown, blue or black. Surface treatments, painted or spray-on finishes, and materials that are not homogenous are not acceptable. Contractor must submit color chips or samples for all colors available. The City will select the colors for the carts. 3.17 INTERIOR CONSTRUCTION: The interior surface of each cart must be smooth and free from crevices, recesses, projections, and other obstructions where material inside the cart could become trapped. 4. MARKINGS: Each cart must be permanently marked with letters/numbers, as follows: 4.1 SERIAL NUMBERS: Each cart must have a serial number hot stamped in white on the body. The serial number shall be preceded by a letter or number code which designates the year of manufacture. Serial numbers shall be in sequence beginning with a number designated by the City. The Contractor will maintain a file that identifies the date of 4of6 EXHIBIT 6 (continued) manufacture by the serial number. 4.2 CITY SEAL: The City Seal or logo shall be hot stamped onto both sides of the cart body. 4.3 USER INSTRUCTIONS: Instructions for the safe use of the cart must be molded into each lid. Instructions shall be in both English and Spanish. 4.4 LOAD RATING: The load rating of the cart must be raised-relief molded into the lid. Load rating shall be stated in both pounds and kilograms and in English and Spanish. 5. IN-MOLD LABEL SPECIFICATIONS: The In-Mold Label must comply with the following listed specifications: 5.1 MANUFACTURING PROCESS: The in-mold label shall be permanently molded into the container lid. It should not wear or peel from normal uses. It shall have ultra-violet and other protection from the effects of the sun. 5.2 COLOR AND GRAPHICS: The in-mold label shall be 4-color and contain the City logo including images and language representing materials deemed acceptable for disposal. All proofs for the label shall be submitted to the City for approval and shall have a minimum size of 5"X 12". 6. RFID & BAR CODE INTEGRATION: Not Applicable. 7. DATA INTEGRATION: Not Applicable. 8. WORK ORDER MANAGEMENT AND REPORTING SYSTEM: Not Applicable. 9. ASSEMBLY,DISTRIBUTION AND TRACKING SERVICES FOR CARTS 9.1 The Contractor shall be responsible for coordinating the delivery of carts from the manufacturing plant, unloading loads of carts, assembling necessary parts, and distributing the carts to homes throughout the Service Area. 9.2 The Contractor shall unload all delivery trailers. Any damage to the carts during any phase of the delivery, unloading, assembly, distribution, or exchanging shall be the responsibility of the Contractor to replace in kind. 9.3 Carts shall be assembled and placed at the resident's curb. 9.4 Each cart must include a plastic hanger bag that includes a pre-printed brochure describing the safe care and use of the carts for residents. 9.5 The Contractor will record the cart serial number for each and every address where the carts are delivered. The Contractor will keep an electronic file of the address assignments of carts by serial number and present it to the City in an acceptable electronic format upon request. Verification of a specific cart being associated to a specific address is required. 10. CART MAINTENANCE 5 of 6 EXHIBIT 6 (continued) 10.1 The Contractor must use inventory tracking software or other methods that enable the Contractor to maintain an adequate inventory of carts and spare parts at all times. Upon request, the Contractor shall promptly provide the City with up-to-date information concerning the Contractor's inventory. 10.2 Each cart action shall be tracked by the Contractor using the serial number on the cart or other methods that are mutually acceptable to the Parties. The time, date, and location of all cart deliveries, swap-outs (exchanges), repairs, and cart maintenance activities must be recorded and made available for the City's inspection. 10.3 The City may generate a service work order and submit it electronically to the Contractor for processing. Contractor must be able to receive and respond to work orders from the City electronically via e-mail. 10.4 Completions of work orders shall be documented using cart numbers (IDs), household address, date, and time work is completed. 10.5 The Contractor shall repair all carts at the residence. All carts in need of repair shall be equipped with new parts. 11. WARRANTY: Contractor must submit a document which clearly states the exact warranty of the Contractor. The warranty must be for no less than ten (10) full years and must specifically provide for no-charge replacement of any component parts which fail in materials or workmanship for a period of ten (10) years after installation. The warranty must be transferable to and enforceable by the City. The Contractor's warranty is understood to include, whether stated in Contractor's warranty or not,the following coverage: 11.1 Failure of the lid to prevent rain water from entering the cart when in the closed position. 11.2 Damage to the cart body, lid, or any component parts through opening or closing the lid. 11.3 Failure of the lower lift bar from damage during interface with lifters. 11.4 Failure of the body and lid to maintain their original shape. 11.5 Damage or cracking of the cart body through normal operating conditions. 11.6 Failure of the wheels to provide continuous, easy mobility, as originally designed. 11.7 Failure of any part to conform to the minimum standards as specified herein. 11.8 Warranty specimen of exact warranty offered must be provided to the Contract Administrator before the carts are ordered. 6of6 EXHIBIT 7 LIST OF BUS SHELTER LOCATIONS IN DELRAY BEACH SHELTER# LOCATED ON INTERSECTION COLLECTION DAY 1 Swinton Avenue Atlantic Avenue Monday 2 Congress Avenue Lake Ida Road Tuesday 3 Lake Ida Road Congress Avenue Tuesday 4 NE I't Street NE 5h Avenue Monday 5 West Atlantic Avenue NW I't Avenue Tuesday 6 West Atlantic Avenue SW 2 Id Avenue Tuesday 7 SW 12 Avenue SW 4 Street Monday 8 SW 12 Avenue Auburn Drive Wednesday 9 West Atlantic Avenue Whatley Rd. Tuesday (Opp.Delray Square) 10 N. Swinton Avenue Lake Ida Road Monday 11 Lindell Boulevard Egret Circle Tuesday 12 SW IOU, Street Congress Avenue Tuesday 13* NW5th Avenue NW 2nd St. (MLKDr) Monday 14* SW 5h Avenue West Atlantic Avenue Tuesday 15 SE 5h Avenue (US I) Atlantic Avenue Monday 16 SE 6 Avenue (US I) SE I't Street Monday 17 SW 10 Street SW 11 Terrace Wednesday 18 Swinton Avenue SE 10h Street Wednesday 19 West Atlantic Avenue SW 10 Avenue Tuesday 20 West Atlantic Avenue NW 8 Avenue Tuesday 21 SW 10h Avenue SW 10 Avenue Wednesday 22 SE 5 Avenue SE 10 Street Monday 23 Federal Hwy. (US 1) Banyan Tree Lane Monday 24 Federal Hwy. (US 1) Linton Blvd Tuesday 25* Congress Avenue Linton Blvd Tuesday 26 South Military Trial Delray West Plaza Ent. Wednesday 27 South Military Trail Bocaray Plaza Ent. Wednesday 28 Lowson Boulevard Pines of Delray Ent. Tuesday 29 West Atlantic Avenue Sherwood Forest Drive Tuesday 30 West Atlantic Avenue Sunset Pine Drive Tuesday 31 Barwick Road West Atlantic Avenue Tuesday 32 Congress Avenue Congress Park Ent. Tuesday 33 Congress Avenue PBC Health Department Tuesda 34* Congress Avenue SW 10 Street Tuesday 35 South Military Trail Wal-Mart Ent. Wednesday 36 Federal H (US I) Harbourside Drive Tuesday 37 Lindell Boulevard Audubon Boulevard Wednesday 38 Congress Avenue 2085 South Congress Tuesday 39* Federal Hwy(US I) Lindell Boulevard Wednesday 40 North Swinton Avenue NE 5h Street Monday 41 Auburn Avenue Auburn Drive Wednesday 42 SW 10h Avenue 1301 SW 10h Avenue Wednesday 43 SW 10h Avenue 1301 SW 10h Avenue Wednesday 44 SW 10h Avenue Lindell Boulevard Tuesday 1 of 2 EXHIBIT 7 (continued) 45 SW 10b Avenue Linton Boulevard Tuesday 46 Lindell Boulevard Lake Delray Apartments Wednesday 47 Lindell Boulevard Dotterel Road Wednesday 48 South Swinton Avenue SW 4h Street 49 Military Trl A Atlantic Ave Gramecy Square 50 West Atlantic Ave A Whatley Colony Pal Rd 51 Federal Hwy A Mongrove Park Harbo 52 Atlantic Ave A Congress Square 53 NE lgt Street A NE 2 Id Ave (PGW) Akk 54 Old Germantown Rd A Spanish Well Dr 55 Old Germantown Rd A SW 36 Ave 56 Old Germantown Rd A Via Verona 57 SW 22 nd Ave A Germantown SW 58 SW 22 nd Ave A Germantown SE 59 Federal Hwy A Ed Morse FDOT Variance 60 SW 29h St A SW 20 Terr 61 SW 10 Ave Side of 10b Street 62 Linton Blvd A Linton Squares Oaks 63 SR-5 A S Federal Hwy portation Lane 64 Lamat Ave A SR-5 Federal 10 Ave G Hwy )%; 65 SR-5 A S Federal Hwy Fladells Way 66 SR-5 S Federal Hwy Lindell Blvd 67 SR-5 A S Federal Hwyqom, Delray Plaza 68 SR-5 A S Federal Hwy Tropic Blvd 69 IL 2501 S Federal Hwy Formerly Ralph Buick 70 2605 W Atlantic Ave A NW Atlantic High School 24''Ave (Easement) 71 2605 W Atlantic Ave A NW Golf Course 24''Ave 2 of 2 EXHIBIT 8 LIST OF BIG BELLY SOLAR LOCATIONS The City estimates that two (2) 40 gallon trash receptacles will be installed by the City at each location where a Big Belly Solar Compactor is located. fi12412014 - Inventory Jun 24,2014 06:36:03 AM Number )Station{WasteStream!Customer Description Status Latitude ;175890 no IT ;Delray Beach City ofiSouth Concession Stand(Miller) In Service 26.4347678152629 - _ _ ------- 175892 no Nash Delray Beach City oflfront of concession(soccer complex)) An Servrncel26 4891018897678 177668 no Trash Delray Beach City of North of flag pole(Veterans) �In Service 26 4624345781431 - 177672 no Trash Delray Beach City of next to big pavilion(Orchard) %n Service 26.4371558110454 _ _-, - - - - :177673 no :Trash Delray Beach City oflPlayGround entrance(Veterans) In Servioe,26.4627671418078 __---.-_-_ Y City 370774 � nD ;Trash �Delra Beach Ci of 340 S Ocean Blvd-Shower In Service 26.4550783919316 •; _ _ :370775 j no Trash Delray Beach City ofYogurt Shop In Service 26 4615912216577 ---_,1 _ - __ __.__.. _._.._.__. 12401237 no Trash J� FDeiray Beach City of Front of gleason bathrooms In Service,26.461556610 8333 2401239 j no Trash i Delray Beach City ofi E side of bathrooms(Sandoway) - In Service i26 458553435506 _ '2401244 no !Trash _Delray Beach City ofiN of bathroom(ADP) On Service 26.4422167351453 _._. j2401245 no Nash - Delray Beach City of`west of building(splash park) M In Service 26.4519682133433 2401247 no iTrash Delray Beach City of northside of park(orchard) ;In Service;264377599375762 2401249 no Trash tDelrayBeach City or,west of Playground(lakeview) In Se rvicei26.47707200188_34 2401255 no !Trash -;Delray Beach City of'front of bathrooms(orchard) In Service[26A376650704002 2401257 i no-{Trash ',Delray Beach City of',North Pavilion(splash) - InServiceF264522323674208 2401258 t no ;Trash !Delray Beach City of!Next to playground(anchor) In Service 26.4548838833408 2401259 no !Trash Delray Beach City off Library southside In 5ervice 26 4610968010347 -- - - _. 2401261 no iTash Delray Beach City of SW comer park(oss) ;In Service 26 4623598321803 - - ----- '2401262 'Delray Beach City ofi 2401264 ' no Trash Del ay-Beach City o Front of of Fenway fiedcurr�e) Y_) In Servce�26 4365811313281_ no ifrash 2401263 no Trash Delra Beach C' of southside ne)d to school orchard In Service 26 4368977241697 4401265 no ;Trash Delray Beach City ofleast on board walk(ADP) in Service26.4414914476178 2401266 ! no Trash mm !Delray Beach City of permit buikiing(cityhall) In Service.26 4640773028839 2401267 no 'rash Delray Beach City of Northwest odum Field(Pompey Park) An Sennce126 46606208710082 2401268 i no :Trash Delray Beach City oflFlag Pole(boy scout) In Sernoel26 46_97177452336 2401269 no_;Trash iDelray Beach City ofl South pavilion(splash) (!n Servicee26.4514302977124 12401270 no iTash Delray Beach City of north of bathrooms(splash) An Service'26.4519610091327 12401271 no :Trash -!Delay Beach City ofnorth of Pavifion(berwick) In Service 26.4740458602966- 2401272 ' no 'Trash Delray Beach City ofLFront of Bwlding(poirr - _ lln SOW,cej26.4657065263934 2401273 T no iTrash iDelray Beach City oflSouth of pavilion(eagie) In Service126.4606954956389 ;2401274 no !Trash_ 'Delray Beach City ofwest first pavilion(lakeview)- 11n Service 2_6.476_769_49063_82 12401275 no�Trash Delray Beach City of next to pavilion(pinegrove) In Service 126.445745572M4 2401276 ; no !Trash 'Delray Beach City ofinext to parking IDt(Be)dey) lln Service;26.478_1014667221 ,2401277 no 'Trash 'Delray Beach City of'along fence line-Soccer complex lln Servcer26.488818615243 2401278 no ---Trash iDelray Beach City ofl South of bathrooms(oss) In Service 26.461956432104 _._ ..__ __,-_. 2401279 no Nash !Delray Beach City of Between pavilions(be)dey) In Sernce 26 4782167078605 2401280 no Trash Delray Beach City of Concession stand(hilhop) An Service 126.4878919665826 i2401281 j no Trash Delay Beach City of Skate park entrance In Servicej26 453318931298 ._c.,- 2401282 ; no Trash Delray Beach City ofINorth of playground(eagle) - �in Service,2fi 4613198115206 !2401283 no iTash :Delray Beach City ofl next to basketball court(pompey) ;In Service 126.4662779907981 !2401285 no !Trash 1 Delay Beach City of;southside of park-Currie_ _ On Service 126.4498669426159 i2 04 1286_ no m11 rash 'Delay Beach City oflbetween pooWennis oourt(pompey) !in Service!ice!26.46_69070785842 2401287 1 no;Trash_ zDelray Beach City oflwest of pavilion(leon Weekes) in Service;26.4299786894253 '2401288 no ;Trash Delray Beach City of!Nextto bathroom(knowles)- !In Service26.4467435302514 12401289 no ;Trash ,Delray Beach City oflN.batting cages(miller) _ In Service 26.4357501317459 ;2401290 'i no ;Trash !Delray Beach City ofi east between fields@ main concession(miller)!In Service'26.4348758945036 ��___ -__ . _ '2401291 no~Trash Delray Beach City of,South of playground(boy scout lin Service126.4696361100754 :2401292 ' no Nash Delray Beach City ofjN side of field(hilitop) In Service26.4876855101643 12401293 - no Trash Delay Beach City of!S.side of fed(hilltop) In Service 264869629097808 !2401296 no ,=Trash Delray Beach City of South of Miracle field bath rooms fin Servicet26 4339103830294 .2401297 no Trash iDelray Beach City of1back of building,NW comer(pompey) In Service'26.465999462283 2401299 ) no .Trash Delray Beach City ofieastside by dock(mangrove) Hn Service 126.4444678469943 '2_401300 no ;Trash 'Delray Beach City of,Front of Teddy's field(pompey) An Service 126.4662971996363 2401301 no !Trash Delray Beach City of N pavilion#3(lakeview) _ iln Service;26.4773408001008 ._ ______.__._ ---- -.-- 302 no 2401 iTash Delray Beach City of N E comer of park(ass) _ 1In Service 2fi.46267fi7883914 ..,._.. } _ 123 1 of 3 EXHIBIT 8 (continued) 6/24/2014 2401330 ' no .Trash Delray,Beach City of North of main concession(miller) (In Service 26.4 1235 6 49 38871 r 2401921 no -Trash Delray Beach City of front of bathrooms(Barwick) !In Service 126,47412279818044E 2401922 i no !Trash :Delray Beach City of,N.E parking lot(Merritt) :In Service i26.45612500152544� 2401924 no -Trash Delray Beach City of-neM to bathrooms(Anchor park) In Service 26 45499340066287: 2401925 ' no _Trash Delray Beach City ofi north seawall(Veterans) In Service.26.4629355484115 2401929 no ,Trash Delray each City ofieastside(merritt) In Service 26.45529894559309E 2401930 no :Trash Delray Beach City-of west parking lot NE 3rd In Service 26.46831378057234E ._. _.. _. .-- ._._ ... t --- -- -_.. 2401931 ? no ;Trash Delray Beach City.of! yin Service 126.45522210287949 2401933 n Trash Delray Beach City .,,., in Service,26.4415154638342 33 .2401936 r no iTrash Delray Beach City of pioneer.park by bus stop _ In Service 26.44735348935721 E ----- --__. --- - ___ - -. -- -- 2401937 no Trash i Delray Beach City ofiSouth pavilion(Miller Park) In Service 26,43428506003424E - ` 24 _ - 01938 no Trash Delray Beach City of,Worthmg park West In Servicer26.46153324578686, 2401939 no !Trash Delray Beach City of;!Sergi o field S E(Miller) In Service 26 432402055384287 2401940 i no Trash :Delray Beach City o_fN.parking lot court yard(city hall) In Service 26.46_4978405200_68 :2401943 1 no ':Trash Delray Beach City of(N pavilion(splash park) 'in Service;26.4522479855632 2401944 no Trash Delray Beach City oflworthing park east In Service 126.461'40838311293 •2401945 no -Trash Delray Beach City ofEcarver park m In Servicef 26.45633079462828 2401946 no ':Trash -Delray Beach City of.SE corner of park(OSS) `In Service!26 4623646345537 2401947 i no 'Trash Delray Beach City ofCRA parking lot behind dunkin In Service=26.46262732405586E 24014&6­1 no Trash :Delray Beach City of3N End main pavilion lln Service 2646152443470773, 2401951 no Trash Delray Beach City of,Lady atlantic(veterans On Service 264614625 2401952 no Trash Delray Beach City of;N.manna on seawall 'in Service 26.45972406471287: 2401953 no !Trash ;Delray Beach City ofnext to playground..Knowles park On Service 76 ;26.446496206676E 2401954 no Trash Delray Beach City of Libby park southside In Service 26.46124989264212. 2401955 E no Trash Delray Beach City of South baseball field(merritt) in Service 26.45442005399531, 2401956 no Trash .Delray Beach City of!N.gateway park ;In Service[26.46173848410063E 2401958 no 'Trash Delray Beach City of southside of park next to stairs(Barwick) In Service 26.47311854237296: ----- - - .. ------ - -------.. .. ..-.- - -2401960 ; no ,.Trash Delray Beach City of,adult center(veterans) In Service 26.4629355484115 ;2401961 no :Trash Delray Beach City ofplumosa park In Service;26.483120660439127 _2401962 no '.Trash Delray Beach City of-front of bathroom(OSS) :In Se Lcce'j 6 46266718367059 _._ __.. 1, :2401966 no ;Trash Delray Beach City of, to playground(Mae Volen) :In Service! :2401967 no :Trash ':Delray Beach City of rth Parking lot(Anchor) In Sernce:26.45499916388327E '2401969 no !Trash •Delray Beach City ofz North parking lot(ADP) ,'In Service26.44196936938245< .2401970 1 no 'Trash :Delray Beach City of Libby Park NW corner ,In Service 126.461 436991 27 048E ------- -_._._...,.___.., _. ..._.__ .........__............... __. .2401972 no ':Trash '.Delray Beach City of'O.S.S front of museum €Jn Service 26.46206688702734E 2401974 no Trash _- Delray Beach Crty of Feld 5,east of playground(miller) _In-Service 26.433852740297407 ....._ -------_ -----__.l .._...__ _._ .. 2401975 no Trash Delray Beach City of,south parking lot(ADP) In Service 26.44168597882659E 2401977 no Trash Delray Beach City_of,South Parking lot(A_nchor) ..., in Service'26.45478304305788 2401979 no `Trash Delray Beach City ofi rosemont park `In Service!26.45247842167283E 2401980 no `Trash Delray Beach City of concession stand(Pompey) --. ;In Service,26.466181946558667 .2401982 no `Trash Delray Beach City of southside of pavilion(Barwick) ;in Service.26.47392111893520: _- --- -'T- -h----------- "--._.__.........-----f ,_._....... ----- --- . --`---- -- -- 2401983 no Trash Delray Beach City of_Bankers Row Park tin Sewice,26.46535479340431 2401984 no Trash ,Delray Beach City of sunshine Park ;In Service'264578936034918 :.2401985 � no !Trash :.Delray Beach City ofisouth of flag pole(veterans) iln Service!26 46226801990558: '2401986 no ':Trash -'Delray Beach Cty ofll3ts street playground !In Service:.26.47806027637147 2401987 no .Trash Delray Beach City of-:south end corner main pavilion In Service°26 46133882147914 12401988 ] no .Trash :Delray Beach City of S.manna on sidewalk An Service26.45823528522983 12401989 1 no (Trash :Delray Beach City of;Sergio field SW(miller) 'in Service!26 43254136035718 2401990 no 'Trash Delray Beach City of?S.manna on sidewalk mm mm lln Service26.45851383253268E 2401994 no ';Trash :-Delray Beach City_ofEast parking Lot N E 3rd ;1n Service 26.46819348728147 2401995 no -Trash =Delray Beach City of'S..gateway park In Service'26.46147239173166£ .2402001 no Trash Delray Beach City of,west parking lot field 2(Pompey) In Service 26.46595624228060: 2402003 no Trash Delray Beach City of,bathroom(lakeview) In Service,26.47681662462754: 2402005 no Trash Delray Beach City,of middle parking lot(pompey park) In Service"26.46621556205157 2402006 1 no Trash Del ray Beach City of:west of park next_to pavd ion(be)dey) iIn Service 126.47833194888360 ,2402007 E no Trash Delray Beach City of71O.S.S front of crest theater In Service,26.4629169061521 ---------- ----------- - . ------ - 2402008 no :_Trash Delray.Beach City.of SW corner(library) - ,In Service26.46109983726440E -------. ............. -_ ............. .�_. ... _ _.--- ._..__.�.. _...__.... . ..�----. _..____..,. _....... 213 2of3 EXHIBIT 8 (continued) 6124!2014 2402009 no 'Trash Delray Beach City of?NE corner of bldg(Teen center) In Service'126.45347261921412 2402010 no Trash Delray Beach City of=community center(front of building) i In Service 26 46298717521531£ 2402011 no ,Trash Delray Beach City of h om(mangrove) In Service[26.44444103313963E 2402460 no Trash Delray Beach City ofnorthside of library ;In Servioe[.26.46151284516066 2402461 no Trash Delray Beach City of.west of building(pompey)� {In Service 26.46573073351455 ... t.__... , __m_ 2402472 no :Trash Defray Beach City of main pavilion with recycle {In Service 26.46132417409460i 881001666 no Trash Delray Beach City of; I In Service,26.4614625 313 3 of 3 EXHIBIT 9 LIST OF CITY PROPERTIES RECEIVING COLLECTION SERVICE The following table identifies: (a) the name of each City facility that will receive Collection Service; (b) the type of service required (e.g., Garbage Collection or Recycling Service); (c) the size of the required Collection Container; and (d) the frequency of service required. Facility Number of Size Frequency Comments Dum sters (Number of Pulls) Park&Recreation Roll-Off 30 yards 1 time per week Public Works 1-Garbage 8 yards 2 time per week 1-Recycle Public Works Roll-Off 20 yards I time per week Compound Environmental 4-95 Gallon No Garbage Garbage goes to Services Department Recycle Carts Public Works City Hall 2 8 2 times per week City Attorney 1 3 1 time per week *Fire Department 501 W Atlantic Ave 1 4 2 times per week 35 N Andrews 1 95 gallon 2 times per week 651 W Atlantic Ave 5 95 gallon 2 times per week 4000 Old Germantown 4 95 gallon 2 times per week Road 4321 Lake Ida Road 1 95 gallon 2 times per week Library 2 95 gallon Miller Park 1 6 1 times per week Pompey Park 2 6 2 time per week Pompey Park Pool 1 4 1 time per week Seacrest Pool Aquatics 1 4 1 time per week Lavers Swim &Tennis Lavers Swim &Tennis Pool Depot Road 1 20 yards open top For tires- Empty when full IofI EXHIBIT 10 LIST OF CITY'S PUBLIC DROP-OFF FACILITIES FOR RECYCLABLE MATERIALS Delray Beach City Hall 100 NW 1st Avenue City Parking Lot South Federal Highway between Atlantic Avenue and SE 1St Street FEC Railroad Tracks NE 4th Avenue east of FEC Tracks City Property at Old Train Depot Depot Avenue east of CSX Tracks IofI EXHIBIT 11 LIST OF TRASH RECEPTACLES ON ATLANTIC AVENUE, THE BEACH, AND PINEAPPLE GROVE Amount BEACH The trash receptacles at the Beach are located west of the beach dune, next to the sidewalk that is adjacent to Highway A1A. S Ocean Blvd and Del Harbor Dr 1 S Ocean Blvd and Casuarina Rd 1 S Ocean Blvd and Anchor Park 1 320 S Ocean Blvd 1 S Ocean Blvd and Bay St 1 S Ocean Blvd and Nassau St 1 S Ocean Blvd and Ocean Terrace 1 S Ocean Blvd and Ingraham Ave 1 S Ocean Blvd and Sandoway Park 1 120 S Ocean Blvd 1 S Ocean Blvd and Miramar Dr 1 88 S Ocean Blvd 1 S Ocean Blvd and Sand Bar 1 40 S Ocean Blvd 1 10 N Ocean Blvd 2 120 N Ocean Blvd 2 126 N Ocean Blvd 1 N Ocean Blvd and Thomas St 1 200 N Ocean Blvd 1 222 N Ocean Blvd 1 302 N Ocean Blvd 1 N Ocean Blvd and Laing St 1 334 N Ocean Blvd 1 N Ocean Blvd and Seaspray Ave 1 N Ocean Blvd and Beach Dr 1 406 N Ocean Blvd 1 502 N Ocean Blvd 1 513 N Ocean Blvd 1 610 N Ocean Blvd 1 NORTH SIDE OF ATLANTIC AVENUE: 1 of 2 EXHIBIT 11 (continued) E Atlantic Ave (Marriott) 3 E Atlantic Ave and Andrews Ave 1 1155 E Atlantic Ave 1 1111 E Atlantic Ave (Residence Inn Marriott) 1 E Atlantic Ave and Venetian Dr 1 50 East Rd (Barr Terrace) 2 E Atlantic Ave and NE 7th Ave 1 533 E Atlantic Ave 1 501 E Atlantic Ave 1 445 E Atlantic Ave 1 425 E Atlantic Ave 1 401 E Atlantic Ave 1 331 E Atlantic Ave 41 301 E Atlantic Ave 1 217 E Atlantic Ave 1 137 E Atlantic Ave 1 109 E Atlantic Ave 1 E Atlantic Ave and NE 1 st Ave 1 E Atlantic Ave and N Swinton Ave 1 37 W Atlantic Ave (Dunkin Donuts) 1 201 W Atlantic Ave 1 W Atlantic Ave NW 3rd Ave 1 301 W Atlantic Ave (Tony's Market) 1 301 W Atlantic Ave (SPY Store) 1 301 W Atlantic Ave (Mens Room) 1 401 W Atlantic Ave (Ziree) 1 401 W Atlantic Ave (Aloha Cleaners) 1 401 W Atlantic Ave (Mammas Pizza 1 W Atlantic Ave NW 5th Ave 1 501 W Atlantic Ave (Fire Headquarters) 2 601 W Atlantic Ave 1 619 W Atlantic Ave 1 W Atlantic Ave and VB 1 725 W Atlantic Ave 1 W Atlantic Ave and 1 W Atlantic Ave (bus stop) 1 945 W Atlantic Ave 1 W Atlantic Ave and NW 10th Ave 1 1135 W Atlantic Ave 1 SOUTH SIDE OF ATLANTIC AVE: W Atlantic Ave and SW 12th Ave 1 W Atlantic Ave and SW 10th Ave 2 2 of 4 EXHIBIT 11 (continued) W Atlantic Ave (bus stop) 1 W Atlantic Ave and SW 8th Ave 2 702 W Atlantic Ave 1 W Atlantic Ave and SW 7th Ave 1 606 W Atlantic Ave (Shuler Memorial) 1 W Atlantic Ave and SW 6th Ave 1 540 W Atlantic Ave 1 W Atlantic Ave (Vintage Tap) 1 W Atlantic Ave and SW 5th Ave 1 450 W Atlantic Ave (Checkers) 1 400 W Atlantic Ave 1 W Atlantic Ave and SW 4th Ave 1 300 W Atlantic Ave (Police Dept) 42 W Atlantic Ave and SW 3rd Ave 1 W Atlantic Ave (South County Courthouse) 1 W Atlantic Ave and SW 2nd Ave 1 104 W Atlantic Ave (Delray Library) 1 102 W Atlantic Ave 1 52 W Atlantic Ave 1 2 E Atlantic Ave 1 44 E Atlantic Ave 1 110 E Atlantic Ave 1 E Atlantic Ave (Park Tavern) 1 E Atlantic Ave and SE 2nd Ave 1 204 E Atlantic Ave 1 250 E Atlantic Ave (It's Sugar) 1 290 E Atlantic Ave 1 E Atlantic Ave and SE 3 1 302 E Atlantic Ave (Suntru 1 330 E Atlantic Ave (Green 0 1 400 E Atlantic Ave 1 404 E Atlantic Ave 1 422 E Atlantic Ave 1 428 E Atlantic Ave 1 502 E Atlantic Ave 1 600 E Atlantic Ave (Blue Gallery) 1 640 E Atlantic Ave 1 804 E Atlantic Ave (Blue Anchor) 1 900 E Atlantic Ave (Tauriello) 1 900 E Atlantic Ave (Dr Fine) 1 900 E Atlantic Ave (Joseph John Salon) 1 900 E Atlantic Ave (Remax) 1 900 E Atlantic Ave (Private Jewelers) 1 3 of 4 EXHIBIT 11 (continued) 900 E Atlantic Ave (Lang Realty) 1 1136 E Atlantic Ave 1 1218 E Atlantic Ave (Mimis) 1 E Atlantic Ave and Salina Ave 1 E Atlantic Ave and S Ocean Blvd 1 273 NE 2nd Ave (Mystery Bookstore) 1 200 NE 2nd Ave (Nourishe) 1 200 NE 2nd Ave (City Walk) 1 200 NE 2nd Ave (David Zappitell) 1 200 NE 2nd Ave (Rustic Rooster) 1 233 NE 2nd Ave (United State of Fitness) 1 189 NE 2nd Ave (Trattoria Italia) 1 186 NE 2nd Ave 41 NE 2nd Ave (Art Garage) 4 NE 1st Ave (Chamber of Commerce) 2 23 NE 2nd Ave (House of Siam) 1 NE 2nd Ave (Love Shack) 1 55 SE 2nd Ave 1 101 SW 5th Ave 1 75 SW 5th Ave 1 37 SW 5th Ave 1 26 SW 5th Ave 1 60 NW 5th Ave 1 105 NE 5th Ave 1 182 NW 5th Ave 1 139 NW 5th Ave 1 Rogue Cans: Military Trl and NW 5th St 1 Military Trl and Lake Ida Rd 1 4675 Linton Blvd 1 Homewood Blvd and Black Olive Rd 1 SW 11th Terrace and SW 10th S 1 SE 3rd Ave and SE 4th St 1 SE 3rd Ave and SE 10th St 1 NW 2nd St and NW 10th Av 1 378 NE 5th Ave 1 900 block NW 2nd St 1 Total 162 6/5/2014 4 of 4 EXHIBIT 12 SAMPLE CALCULATIONS FOR CPI ADJUSTMENTS The following calculations use hypothetical values to demonstrate how the CPI adjustment should be determined. Year 1 Current monthly Rate per Dwelling Unit: $10.00 Percentage change in CPI for previous 12 month period: 1.7% Calculation: $10.00x .017=$0.17 New monthly Rate per Dwelling Unit: $10.00+$0.17= Year 2 Current monthly Rate per Dwelling Unit: $10.17 Percentage change in CPI for previous onth period: 2.5% Calculation: $10.17 x .025 =$0.254 New Rate per Dwelling Unit: $10.17 Year Adftkl Current monthly Rate per Dwelling Unit: $10.42 Percentage change in CPI for previous 12 month period: 8.0%* Calculation: $10.42 x 0.04* _$0.41 New monthly Rate per Dwelling Unit: $10.42+$0.41 =$10.83 * Note: Pursuant to Section 38.3 of the Agreement, a single CPI adjustment to the Rate shall not exceed four percent(4%) in any year. Accordingly,t CPI adjustment in Year 3 shall be limited to four percent (4%) 1ofI EXHIBIT 13 OPTIONAL BENEFITS AND SERVICES The Contractor shall provide additional services to the City in compliance with the requirements in this Exhibit 13. These services were proposed by the Contractor in its response to the City's RFP and they constitute Optional Benefits for the City and its residents. These Optional Benefits shall be provided to the City,without charge. A. Optional Benefit Programs Sections 1 through 8, below, identify Optional Benefit programs that the Contractor will provide to the City, upon the City's request. The City shall select the programs it wishes to implement and then the appropriate representatives of the City and the Contractor shall meet to establish a mutually acceptable scope of work and schedule for the implementation of the programs selected by the City. The meeting between the City and the Contractor shall occur no later than March 1, 2015, and all of the selected programs shall be implemented no later than June 1, 2015, unless the City agrees to a different schedule. 1. Sharps Collection and Disposal. The Contract 's "sharps" program is for the collection and disposal of injection needles usedX the City's residents (e.g., diabetics). Contractor will provide sharps collection stations at five (5)locations in the City. Contractor will ork with the City to identify appropriate locations for these collection stations. e Contractor recommends that the stations be placed in the offices of homeowners' associations or in City buildings. The Contractor will provide the collection boxes that will be used at each collection station. The Contractor will provide self-addressed envelopes for the collection boxes, and the postage for mailing the boxes will be pre-paid by the Contractor. 2. Lam track he " ptracker" program provides a system to accumulate and safely dispos used compact fluorescent light("CFL")bulbs and tubes. The system includes the distribution of"VaporLok" bags, which prevent the release of approximately 99.7% of the mercury vapor in the CFL bulbs and tubes. Contractor will transport the bags to a permitted, audited, and state-of-the art recycling facility. 3. Waste Watch. In the Waste Watch program, the Contractor's drivers undergo training to look for any emergency situation or suspicious activity occurring on their collection routes. The drivers also are trained to report such activities to the local sheriff, police, fire department and/or emergency services. The Contractor will work with the City to implement the Waste Watch program in the most effective manner in the City. 4. Recycling - Single Family Program. The recycling program consists of the following: 1 of 6 a. New Resident Welcome Package. Contractor will provide welcome packages to all New Customers in Delray Beach. This welcome package will include information about the Contractor's recycling services and it will include other educational material concerning recycling. The package will contain the Contractor's phone number for customer service, a web link so that the residents can chat live on-line with Contractor's customer service representatives, and any other contact information the City would like to include in the welcome package. b. Recycle Often Recycle Right. Contractor has launched a"Recycle Often, Recycle Right" campaign to improve recycling collection rates and decrease the amount of contamination in the recyclable materials that are collected. This program includes an educational video, which features "Contamo King" -- a fictional neighbor that puts unacceptable material (e.g., garden hose)in their recycling bins. Contractor will produce a video based on the Recycle Often, Recycle Right Campaign, to address dual stream recycling in the City. The video will be utilized VuetCity and Contractor to ' rove their efforts to educate the publi recycling. c. Clean Bin Nei or ood Challenge. Contractor will work with single- family neighborhood associations to promote better recycling habits. Through a quarterly contest, Contractor will help the City and neighborhood associations identify the "most improved" streets or neighborhoods, and the Contractor will offer $250 gift cards as rewards for improving recycling. Annually, neighborhoods can compete for a $1,000 reward. Oops ags . Traditionally n a customer puts out waste on the wrong day or in the wrong contain , the hauler leaves a sticker scolding the resident for the incorrect be avior. Contractor has developed a revised approach: "Oops Tags." These tags will be used to provide gentle reminders of how t roperly set out waste and recyclable materials. 5. Recycling—Multi-Family Program. This recycling program consists of the following: a. Prop y Manager Annual Update. Contractor will provide annual updates for the managers of multi-family developments (e.g., apartments; condominiums) and the updates will include cost reduction tips. The Contractor also will provide such managers with educational flyers, posters, and decals that can be ordered at no cost. The annual updates will be used to encourage managers to schedule a site visit with the Contractor's operations specialists, who will help the managers enhance their recycling practices. 2of6 b. Multi-Family Recycling Boot Camp for Property Managers. This program focuses on the do's and don'ts of recycling and the ways to be better stewards of the environment. The key goals of the program are to: i. Increase recycling and waste diversion at multi-family dwellings; ii. Re-energize multi-family residents about recycling; iii. Train multi-family residents that are interested in recycling; and iv. Appoint Recycling Champions. The City and Contractor will work with property managers to identify "Recycling Champions" in every association. These champions will monitor recycling and waste reduction activities, provide ongoing education to tenants, and communicate ith the property mana er about any key issues. 6. Recycling— Schools. This rec program consists o ollowing: a. Cartridges for Kids. Cartridges for Kids ("CFK") is a e ectronics recycling program that returns cash directly to schools. Under the CFK program, the Contractor pays cash for cell phones, inkj et cartridges, Wads, tablets, and printers. The program is most successful when a partnership with the local Chamber of Commerce is established. The Chamber's role is to let its members know about the CFK program, because a great deal of material is generated when a business changes its computer or phone systems. As part of the program, Contractor will collect the CFK material from businesses. Collection and shipping is included in the program and will be provided by the Contractor, without charge. At schools, the Contractor will provide collection boxes, which will be pre-labeled for shipping and postage will bg prepaid. b. Recycling Ambassadors. Contractor will work with schools to appoint 'Recycling Ambass °ors" for City sponsored events. Contractor will provide educational and training materials, and identifying t-shirts, to the mbassadors. The Ambassadors will be stationed on the streets during vents, and will encourage proper recycling in nearby waste collection receptacles. 7. Recycling - Commercial Program. This recycling program consists of the following: a. Downtown Waste Collection Improvement Study. Contractor will take the lead in developing and conducting a commercial waste study, up to a maximum of$10,000 in cost. This will be a joint study by the Downtown Development Authority, City officials, the Contractor and the Community Redevelopment Authority. 3 of 6 i. The purpose of this study is to identify ways to improve: 1. The aesthetics of the Downtown area, including alleyways; 2. The function and efficiency of the waste and recycling collection activities in the Downtown; 3. Recycling revenues for the City. ii. Elements of the study will includ 1. Increasing the collection of recyclable materials from patrons along Atlantic Avenue and in Pineapple Grove. Contractor will co-locate decorative recycling collection containers (cans)that match the existing trash receptacles. These new recycling containers will have two holes in the lid, so that both recyclable materials and solid waste can be collected in one container. Up to 50 new recycling containers will be purchased and installed by the ontractor. 2. Right-sizing commercial waste collection containers. Waste Management will offer split-lid containers to Commercial Customers. These containers take the same space as a garbage dumpster, but provide a place to collect recyclable materials. By alternately locking each side of the lid, the plit-lid dumpsters allow the container to be emptied by the cycling truck and then the waste collection truck. There will be no additional charge for the split-lid containers (i.e., the regular Rates for Commercial Customers will apply to he services rendered). Pa shi with the CRA's Clean and Safe Initiative. The CRA's team is already responsible for litter pick up. After the study is completed and all stakeholders agree on a plan, Contractor will supplement the funds of the Clean and Safe initiative. Contractor pledges $60,000 annually to implement this program. Contractor also will provide up to an additional $40,000 as matching funds (matching contributions by others on a dollar-for-dollar basis)for a maximum total contribution of$100,000 annually. The Contractor's funds will be dedicated to moving recyclable materials out of the Downtown alleys on a daily basis. The concept is to use a"train system"to collect the recyclable materials every day and take them to a central location. Solar-operated commercial compactors (verti-packers),provided by Contractor (at an appropriate charge),may be a part of the central collection system. The 4of6 business owners will be incentivized to participate,because their waste disposal bills will be reduced as more recyclable material is diverted. Recycling revenues belong to the City, so an increase in recycling will provide funds directly back to the City. 8. Redeployment of Solar Compactors. The Contractor owns solar compactors that are located throughout the City. Upon the request of the City, the use and deployment of the solar compactors will be reevaluated. The goals of this program are to: a. Increase solar compactor efficiency. b. Retrofit some of the solar compa ollect recyclable materials. Approximately fifty(50) of the current ar compact *11 remain in Delray Beach. Approximately twenty(20)compactors will be retrofitte ollect recyclable materials and then co-located with waste co ection receptacles. Cont ctor will pay all costs for retrofitting,maintenance, and software associated with the solar co actors that the City wishes to use pursuant to this program. 9. Financial Pledge for Recycling The Contractor shall spend at least Fifteen Thousand Dollars ($15,000) each year on the recycling programs described in Sections 4, 5, and 6, above. The Contractor shall spend at least One Hundre housand Dollars ($100,000) each year on the commercial recycling programs scribed in Section 7, above. In addition, the Contractor shall spend at least Ten Thousand Dollars ($10,000) on a Downtown Waste Collection Improvement Study, as described in Section 7.a., above. Upon request, the Contractor shall demonstrate to the City's reasonable satisf n that it has expended the funds that the Contractor has pledged to these progra If the Contractor fails to demonstrate that it has provided funding to these programs in the amounts specified herein, the City and the Contractor shall work together to identify mutually acceptable programs or activities that will receive funding by the Contractor, up to the amounts specified in this Section 9. The goal is to ensure that the Contractor provides the level of funding it has commVtothe ty. B. CNG Vehicle The Contractor shall use vehicles fueled by compressed natural gas ("CNG")when the Contractor collects the following types of material: 1. Garbage generated by Residential Customers; 2. Yard Waste generated by Residential Customers; 3. Source Separated Recyclable Materials generated by Residential Customers; and 5 of 6 4. Garbage generated by Commercial Customers using front-load Mechanical Containers (i.e., dumpsters) or front-load Compactors. These CNG-fueled vehicles shall be purchased, tagged, and placed in service in compliance with the schedule contained in Section 5.2 of the Agreement. C. Reduced Rates for City Notwithstanding anything contained in the Agreement, the following provisions shall govern the payments by the City to the Contractor for the services provided to the City's properties, facilities, and events pursuant to Section 36 of the Agreement. 1. The Contractor shall provide Collection Vrvices, without charge, to property that is owned, leased, rented, or controlled by the City, now or at any time during the term of the Agreement. Thus, Contractor shall not charge the City for the Collection of materials from th roperties identified in Exhibit 9 and Exhibit 10 to the Agreement, including properties that may be added to th e exhibits in the future. The Contractor shall comply with the requirements in n 36.2 and 36.4, without charging the Rates in Exhibit 3C. 2 Pursuant to Section 36.5 of the Agreement, the Contractor shall provide a driver and a clamshell truck to work under the Administrator's command on a full-time basis. The Contractor shall provide these services in compliance with Section 36.5, without charge to the City. If the City requests a second driver and a second clamshell truck, the Contractor shall provide the driver and truck for the applicable Rate contained in Exhibit 3C. 1% 6of6 r MEMORANDUM r A.. TO: Mayor and City Commissioners FROM: Donald B. Cooper,City Manager THROUGH: DATE: January 7,2015 SUBJECT: AGENDA ITEM 9.H.-REGULAR COMMISSION MEETING OF JANUARY 20,2015 NOMINATIONS FOR APPOINTMENT TO THE CODE ENFORCEMENT BOARD BACKGROUND The term for regular member,Ms. Stephanie Sugar expired on January 14, 2015. Ms. Stephanie Sugar will have served one (1) full term, is eligible, and would like to be nominated for reappointment. Nomination for appointment is needed for one (1)regular member to serve a three (3)year term ending January 14, 2018. All members of the Code Enforcement Board must be residents of the City. Appointments to both regular and alternate member positions shall be on the basis of experience or interest in the fields of zoning and building control. The regular and alternate membership of the Board shall, whenever possible,include an architect,a businessperson,an engineer,a general contractor,a subcontractor, and a realtor. The following individuals have submitted applications and would like to be nominated for appointment: (See Exhibit"A"attached) A check for code violations and/or municipal liens was conducted. None were found. Voter registration verification was completed and all are registered. Based on the rotation system, the nomination for appointment will be made by Commissioner Frankel (Seat#3) for one (1)regular member to serve on the Code Enforcement Board for a three (3)year term ending January 14,2018. DISCUSSION This item is before the City Commission for nomination for appointment to the Code Enforcement Board. TIMING OF THE REQUEST This item is not time sensitive. RECOMMENDATION Recommend nomination for appointment for one (1) regular member to serve on the Code Enforcement Board for a three(3)year term ending January 14,2018. CODE ENFORCEMENT BOARD EXHIBIT "A" Michael Caruso Certified Public Accountant LeAnne DeRigne Educator(currently serving on the Police Advisory Board) Suzanne Donohue Real Estate Associate Pearl Elrod-Markfield Real Estate Associate (currently serving on the Affordable Housing Advisory Committee) Dennis Guy Finance/Builder Kat Kadian-Baumeyer Real Estate Associate Linda Laurence-Leib Retired Educator Noelle McIntyre Real Estate Broker Melvin Pollack Retired/Security Daniel Rose Attorney Richard Sachs Director/Marketing-Sales Peter Sclafani Retired/Executive Director Stephanie Sugar Regional Director—Incumbent Kevin Warner Educator Bryan Weber Attorney (currently serving on the Board of Adjustment) 1/15 CODE ENFORCEMENT BOARD TERM EXPIRES REGULAR MEMBERS OCCUPATION POSITION FILLING 01/14/2016 Jason Dollard Attorney Layperson Unexp Appt 4/21/11 Reappt 01/03/13 01/14/2016 Kevin Homer Insurance Layperson Appt01/03/13 01/14/2017 Ross Freeman Retired/Sales & Business Appt 4/16/2014 Relationship Person Management 01/14/2016 Ronald Gilinsky,Vice Chair Sales/Marketing Layperson Unexp Appt 09/06/11 Reappt01/03/13 01/14/2015 Stephanie Sugar Regional Director Business Unexp Appt Person 11/01/11 A t01/03/12 01/14/2018 Stanley Brodka Financial Services Layperson Alt Unexp Appt 03/04/14 Reg Unexp Appt 09/04/14 01/14/2018 Alan Siegel Attorney Layperson Appt01/06/15 ALTERNATES 01/14/2016 DeAnna Longo Registered Nurse Layperson Unexp Appt 01/03/13 + 3 yr term 01/14/2016 Cory Duncan Construction Layperson Unexp Appt 10/7/14 Contact: Danise Cleckley 243-7213 S/City Clerk/Board 15/Code Enforcement Board w A z ti 0 w W � w N N o cC .r N O ~ O �I 'S M OO O M O FTO ,My Fry M l0 O O C: / � CL N i'q CL CL N CL O N •i�l "'i M N CL O FBI M N a N 0 N CC N p N \ ao on a�i � O , O � � � CL O � � O � � ao .fC a�i � " •y ao fC v CLbACL GJ a�io Q a�i fy � N cl 4 0 � c � as . t o � /, x w MEMORANDUM W TO: Mayor and City Commissioners FROM: Donald B. Cooper, City Manager DATE: January 13, 2015 SUBJECT: AGENDA ITEM 9.I.-REGULAR COMMISSION MEETING OF JANUARY 20,201 DISCUSSION/SECOND REGULAR CITY COMMISSION MEETING IN FEBRUARY 2015 (ADDENDUM) BACKGROUND The Delray Beach Open Tennis Tournaments will be held on Friday, February 13-22, 2015 at the Tennis Center, limiting parking at City Hall. Staff is requesting that the February 17, 2015 be rescheduled. DISCUSSION The item before Commission to discuss rescheduling the February 17, 2015 Regular City Commission Meeting. w MEMORANDUM W TO: Mayor and City Commissioners FROM: Donald B. Cooper, City Manager DATE: December 11, 2014 SUBJECT: AGENDA ITEM 10.A.-REGULAR COMMISSION MEETING OF JANUARY 20,2015 ORDINANCE NO.29-14(SECOND READING/SECOND PUBLIC HEARING) BACKGROUND Consider a city-initiated amendment to the Land Development Regulations of the City of Delray Beach; repealing and replacing Section 4.4.13, "Central Business District (CBD)", with new zoning regulations. (THE CITYATTORNEYHAS REQUESTED THAT THIS ITEMBE WITHDRAWN) DISCUSSION At the first reading and first public hearing on November 18, 2014, the Commission passed Ordinance No. 29-14. RECOMMENDATION w MEMORANDUM W TO: Mayor and City Commissioners FROM: Donald B. Cooper, City Manager DATE: December 11, 2014 SUBJECT: AGENDA ITEM 10.B.-REGULAR COMMISSION MEETING OF JANUARY 20,2015 ORDINANCE NO.30-14(SECOND READING/SECOND PUBLIC HEARING) BACKGROUND Consider a city-initiated amendment to the Land Development Regulations of the City of Delray Beach; amending Article 4.4 "Table of Contents"; amending Section 2.2.3(D), "Site Plan Review And Appearance Board"; amending Section 2.4.5(F), "Site And Development and Master Development Plans (MDP)'; amending Section 2.4.6(F), "Temporary Parking Lots"; amending Section 4.1.1(A), "Base Zoning Districts"; amending Section 4.3.3(I), "Community Residential Homes And Group Homes"; amending Section 4.3.3(5), "Antennas Not Located on Telecommunications Towers"; amending Section 4.3.4(1), "Height"; amending Section 4.3.4(x), "Development Standards Matrix"; repealing Section 4.4.28, "Central Business District—Railroad Corridor (CBD-RC)'; amending Section 4.6.4(A), "Commercial Zoning Adjacent to Residential Zoning or Zoning Districts With a Thirty-Five (35) Foot Height Limitation"; amending Section 4.6.9(C)(1), `Bicycle Parking"; amending Section 4.6.9(E)(3), "Location of Parking Spaces, In-Lieu Fee"; amending Section 4.6.9(E)(4), "Public Parking Fee"; amending Section 4.6.16(H)(4), "Foundation Landscaping Requirements"; amending Section 4.6.16(H)(5), "Special Landscape Regulations for Properties Within The Central Business District (CBD)'; amending Section 4.6.18(B), "Buildings Within The Downtown Area"; amending Section 6.3.3(F), "Regulations Governing The Use, Design, and Maintenance of A Sidewalk Cafe"; and amending Appendix A, "Definitions". (THE CITY ATTORNEY HAS REQUESTED THAT THIS ITEM BE WITHDRAWN) DISCUSSION w MEMORANDUM W TO: Mayor and City Commissioners FROM: Donald B. Cooper, City Manager DATE: December 11, 2014 SUBJECT: AGENDA ITEM N.C.-REGULAR COMMISSION MEETING OF JANUARY 20,2015 ORDINANCE NO.31-14(SECOND READING/SECOND PUBLIC HEARING) BACKGROUND City-initiated rezoning of properties zoned CBD-RC (Central Business District- Railroad Corridor) to CBD (Central Business District) for two areas, with the north area generally located between N.E. 4th Street and N.E. 2nd Street and extending from the north-south alleyway west of N.E. 3rd Avenue to the east of the FEC Railway; and, the south area generally located between S.E. 2nd Street and S.E. 7th Street, east of and west of the FEC Railway. (THE CITY ATTORNEY HAS REQUESTED THAT THIS ITEM BE WITHDRA WN) DISCUSSION At the first reading and first public hearing on November 18, 2014, the Commission passed Ordinance No. 31-14. RECOMMENDATION w MEMORANDUM W TO: Mayor and City Commissioners FROM: Donald B. Cooper, City Manager DATE: January 12, 2015 SUBJECT: AGENDA ITEM 10.D.-REGULAR COMMISSION MEETING OF JANUARY 20,2015 ORDINANCE NO.01-15(SECOND READING) BACKGROUND At the first reading on January 6, 2015, the Commission passed Ordinance No. 01-15. DISCUSSION This ordinance is before Commission for second reading to consider an amendment to Chapter 132, "Offenses Against Public Peace and Safety", of the Code of Ordinances by creating Section 132.11, "Electronic Cigarettes (E-cigarettes)", limiting the locations where e-cigarettes can be used; providing findings in support of the adoption of the ordinance. RECOMMENDATION Recommend approval of Ordinance No. 01-15 on second and final reading. ORDINANCE NO. 01-15 AN ORDINANCE OF THE CITY COMMISSION OF THE CITY OF DELRAY BEACH, FLORIDA, AMENDING CHAPTER 132, "OFFENSES AGAINST PUBLIC PEACE AND SAFETY", OF THE CODE OF ORDINANCES BY CREATING SECTION 132.11, "ELECTRONIC CIGARETTES, (E-CIGARETTES)", LIMITING THE LOCATIONS WHERE E-CIGARETTES CAN BE USED; PROVIDING FINDINGS IN SUPPORT OF THE ADOPTION OF THE ORDINANCE; PROVIDING A GENERAL REPEALER CLAUSE, A SAVING CLAUSE, AND AN EFFECTIVE DATE. WHEREAS, the people have a right to and should be ensured an environment free from potentially harmful substances that might jeopardize their health, safety and welfare or degrade their quality of life;and WHEREAS, nicotine is a known neurotoxin and is one of the most highly addictive substances available for public consumption;and WHEREAS, the dangers posed by nicotine are not limited to cigarettes, pipes or other traditional forms of tobacco smoking;and WHEREAS, nicotine dispensing devices, commonly referred to as electronic cigarettes or e- cigarettes, are readily available to consumers. These devices closely resemble and purposefully mimic traditional smoking by having users inhale vaporized liquid nicotine created by heat through an electronic ignition system. The vapors are expelled via a cartridge that usually contains a concentration of pure nicotine. The cartridge and ignition system are housed in a device created to look like a traditional cigarette, cigar or pipe. After inhaling, the user then blows out the heated vapors producing a cloud of nicotine, particulates, and potentially toxic organic chemicals;and WHEREAS, the U. S. Food and Drug Administration (FDA) conducted a laboratory analysis that indicated that e-cigarettes expose users to harmful chemical ingredients. This testing showed that e-cigarettes contain carcinogens, including nitrosamines. Further, the FDA tests showed that e-cigarettes were found to contain toxic chemicals such as diethylene glycol. This compound is a common ingredient in antifreeze and, according to the FDA, a potent kidney and liver toxin when ingested; and WHEREAS, the American Heart Association has adopted findings based on studies of secondhand emissions that concluded that regular use of e-cigarettes in an enclosed space may contaminate the environment with nicotine and fine particles; and WHEREAS, the American Heart Association supports the inclusion of e-cigarettes in new smoke-free air laws. Although the levels of toxic components in e-cigarette emissions are much lower than those in tobacco smoke, there is still some level of passive exposure to nicotine and fine particles. While there is insufficient evidence to support the notion that exposure to these emissions has a harmful impact on bystanders, there is concern that nonsmokers will be involuntarily exposed to nicotine,which could be substantial where there is heavy e-cigarette use in confined spaces; and WHEREAS, the American Heart Association has determined that the use of e-cigarettes, particularly in places where smoking is prohibited, may increase the social acceptability and appeal of smoking, particularly for youth, potentially undermining the enormous progress that has been made over the years in discouraging smoking; and WHEREAS, the American Heart Association has determined that the use of e-cigarettes, particularly in places where smoking is prohibited, may interfere with smokers' attempts to quit by making it easier for them to maintain their nicotine addiction; and WHEREAS, the Florida Clean Indoor Air Act, Chapter 386, Florida Statutes was enacted in part to protect people from the health hazards of secondhand tobacco smoke;and WHEREAS, the Florida Clean Indoor Air Act prohibits tobacco smoking in enclosed indoor workplaces which means any place where one or more persons engages in work and which place is predominantly or totally bounded on all sides and above by physical barriers. Tobacco smoking may be permitted in private residences, retail tobacco shops, designated smoking guest rooms, stand-alone bars, places of smoking cessation programs, places of medical or scientific research, or customs smoking rooms as defined by Chapter 386, Section 2045 "Enclosed indoor workplaces; specific exceptions"; and WHEREAS, under Chapter 877, Section 112, Florida Statutes it is unlawful to sell a nicotine dispensing device, including an e-cigarette, to any person who is under 18 years of age, and it is unlawful for any person under 18 years of age to knowingly possess any nicotine dispensing device; and WHEREAS, the City Commission agrees with the findings of the American Heart Association and has determined that the prohibition of e-cigarette use in enclosed indoor workplaces as defined in the Florida Clean Indoor Air Act promotes the health, safety and welfare of the residents of Delray Beach. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COMMISSION OF THE CITY OF DELRAY BEACH, FLORIDA, AS FOLLOWS: Section 1. That Chapter 132, "Offenses Against Public Peace and Safety", of the Code of Ordinances of the City of Delray Beach is amended by creating Section 132.11, "Electronic Cigarettes, (E-cigarettes)", to read as follows: 2 Ord No. 01-15 Sec. 132.11—ELECTRONIC CIGARETTES,(E-CIGARETTES). (A) Definitions. For the purpose of this chapter. (1) E-cigarette means any nicotine dispensing device that emplo swan electronic, chemical, or mechanical means to produce vapor from a nicotine product, including, but not limited to, an electronic cigarette, electronic cigar, electronic cigarillo, electronic pipe, or other similar device or product. (2) Use of an e-cigarette means the heating or igniting of an e-cigarette which creates a vapor of liduid nicotine and/or other substances mixed with prop,lT glycol that the user inhales in simulation of smoking, (3) Retail e-cigarette shod means any enclosed indoor workplace dedicated to or predominantly for the retail sale of e-cigarettes, e-cigarette products, and accessories for such products, in which the sale of other products or services is merely incidental. (L3) Prohibition of using e-cigarettes in certain locations. The use of an e-cigarette is prohibited in all enclosed indoor workplaces within the City of Delray Beach at which tobacco smoking is prohibited under the Florida Clean Indoor Air Act as defined in 386.203(5). Florida Statutes except for retail e-cigarette shops and those places listed in 386.2045, Florida Statutes "Enclosed indoor workplaces, specific exceptions". (C) Penalty. Violation of any of the provisions of this Ordinance shall be punishable as set forth in Section 10.99 of this Code. Section 2. That should any section or provision of this ordinance or any portion thereof, any paragraph, sentence, or word be declared by a court of competent jurisdiction to be invalid, such decision shall not affect the validity of the remainder hereof as a whole or part thereof other than the part declared to be invalid. Section 3. That all ordinances or parts of ordinances in conflict herewith be, and the same are hereby repealed. Section 4. That this ordinance shall become effective immediately upon its passage on second and final reading. 3 Ord No. 01-15 PASSED AND ADOPTED in regular session on second and final reading on this the day of 12015. MAYOR ATTEST: City Clerk First Reading Second Reading 4 Ord No. 01-15 Coversheet Page 1 of 2 • MEMORANDUM TO: Mayor and City Commissioners FROM: Noel Pfeffer, City Attorney DATE: December 19, 2014 SUBJECT: AGENDA ITEM 11.A.-REGULAR COMMISSION MEETING OF JANUARY 6,2015 ORDINANCE NO.01-15/E-CIGARETTE REGULATION BACKGROUND The attached Ordinance No. 1-15 is amending Chapter 132 "Offenses Against Public Peace and Safety" of the Code of Ordinances to include regulations for the use of e-cigarettes. During the non-agenda portion of Commission discussion on December 2nd, a question arose regarding the status of an E-Cigarette Ordinance. As a result of this discussion, the proposed ordinance amends Chapter 132 of the City's Code of Ordinances by creating Section 132.11 limiting the locations where e-cigarettes can be used. LEGAL DEPARTMENT REVIEW Our understanding for the basis of enacting this ordinance is based on the City Commission's determination that it is in the public interest to protect citizens from the potentially harmful effects of nicotine in e-cigarette emissions, prevent an increase in the social acceptability and appeal of smoking, particularly for youth, and avoid interfering with smokers' attempts to quit by making it easier for them to maintain their nicotine addiction. These findings are critical in order for the City to prohibit e- cigarette use in private establishments. If challenged, the City has the burden of proving that the ordinance is rationally related to a legitimate governmental purpose. Several counties and cities in the state have enacted similar ordinances, including: Alachua County: Ordinance passed on December 10, 2013; City of Stuart: Ordinance passed on November 25, 2013; Town of Orange Park: Ordinance passed on December 3, 2013; Marion County: Ordinance passed on November 19, 2013; and City of Sebastian: Ordinance passed on November 13, 2013. http://itwebapp/Agendalntranet/Bluesheet.aspx?ItemID=8711&MeetingID=541 1/12/2015 Coversheet Page 2 of 2 Similar e-cigarette laws have also been enacted outside of Florida, including: City of New York Chicago Los Angeles Other states have also enacted similar, less restrictive, e-cigarette laws. For example, the Minnesota Clean Indoor Air Act prohibits e-cigarette use in licensed day care facilities, health care facilities, buildings owned or operated by the state, and similar locations. The proposed ordinance could be altered to restrict e-cigarette use only on City property. DISCUSSION Electronic cigarette, or e-cigarette, means any nicotine dispensing device that employs an electronic, chemical, or mechanical means to produce vapor from a nicotine product, including, but not limited to, an electronic cigarette, electronic cigar, electronic cigarillo, electronic pipe, or other similar device or product. Under the proposed ordinance, e-cigarette use is prohibited in all enclosed indoor workplaces within the City where tobacco smoking is prohibited under the Florida Clean Indoor Air Act. Enclosed indoor workplace means any place where one or more persons engages in work and is predominantly or totally bounded on all sides and above by physical barriers. As with tobacco products, the ordinance does not prohibit e-cigarette use in private residences, retail tobacco shops, designated smoking guest rooms, stand-alone bars, places where smoking cessation programs or medical or scientific research is held, or customs smoking rooms. Also, the ordinance does not prohibit e-cigarette use in retail e-cigarette shops. Furthermore, as with tobacco products, the ordinance does not prohibit e-cigarette use in sidewalk cafes where the space is less than 50 percent covered from above by a physical barrier and less than 50 percent of the combined surface area of its sides is covered by a closed physical barrier. The American Heart Association supports the inclusion of e-cigarettes in new smoke-free air laws. In its policy statement dated August 2014, it cited to studies that determined that the levels of toxic components in e-cigarette emissions are much lower than those in cigarette smoke. However, these studies find that there is still some level of passive exposure to nicotine and fine particles. While there is insufficient evidence to support the notion that exposure to these emissions has a harmful impact on bystanders, there is concern that nonsmokers will be involuntarily exposed to nicotine, which could be substantial where there is heavy e-cigarette use in confined spaces. RECOMMENDATION Commission discretion. http://itwebapp/Agendalntranet/Bluesheet.aspx?ItemID=8711&MeetingID=541 1/12/2015