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06-25-2025 CC Agenda
CITY OF S "i 13AST!&N HOME OF PELICAN ISLAND CITY COUNCIL REGULAR MEETING AGENDA WEDNESDAY, JUNE 25, 2025 - 6:00 PM CITY COUNCIL CHAMBERS 1225 MAIN STREET, SEBASTIAN, FLORIDA ALL AGENDA ITEMS MAYBE INSPECTED IN THE OFFICE OF THE CITY CLERK OR ON THE C17Y'S WEBSITE 1. CALL TO ORDER 2. MOMENT OF SILENCE 3. PLEDGE OF ALLEGIANCE - Led by Council Member Nunn 4. ROLL CALL 5. AGENDA MODIFICATIONS Modificationsfor additions require a unanimous vote of City Council 6. PROCLAMATIONS. AWARDS. BRIEF ANNOUNCEMENTS Presentations of proclamations, certificates and awards, and brief timely announcements by Council and Staff.' No public input or actions under this heading. Freedom Festival 2025 Schedule of Events Parade 8: 30 am - Davis Street to Riverview Park Festival 10 am to 8 pm - Live Music, Vendors and Games Fireworks 9 pm Sharp! 7. PUBLIC INPUT The heading on Regular Meeting agendas 'Public Input' provides and opportunityfor individuals to bring NEW INFORMATION OR REQUESTS TO CITY COUNCIL NOT OTHERWISE ON THE PREPARED AGENDA. Individuals are asked to resolve matters with staff" prior to meetings. Individuals are asked to provide copies of materials for Council one week prior to the meeting if they intend to refer to specific material. City Council will not debate an issue during Public Input but may by consensus direct a Charter Officer in regard to the item if necessary or place a requested item on a f ture agenda. 8. CONSENT AGENDA All items on the consent agenda are considered routine and will be enacted by one motion. There will be no separate discussion of consent agenda items unless a member of City Council so requests; in which event, the item will be removed and acted upon separately. If a member of the public wishes to provide input on a consent agenda item, he/she should request a Council Member to remove the item for discussion prior to start of the meeting or by raising his/her hand to be recognized. pgs6-17 A. Consider Approval of Draft May 28, 2025 City Council Minutes Staff Report May 28, 2025 City Council Minutes pgs 18-20 B. Alcohol Beverage Approval - McDonald Family Staff Report McDonald Family Application and Receipt.pdf pgs 21-30 C. Consideration of FDOT Compensation Agreement for State Highway Lighting, Maintenance, and authorization for the City Manager to execute the agreement. Staff Report FDOT Agreement with City of Sebastian pgs 31-36 D. Authorization for the application process for the FY24 JAGC Edward Byrne Memorial Justice Assistance Grant (JAG) Program and provide approval for the Mayor to execute appropriate documentation. Staff Report FY24 JAGC Notice FY24 JAGC Information FY24 51 % Letter pgs37-52 E. Consideration of the revised Amendment Four to the Agreement between the City of Sebastian and International Golf Maintenance to extend the Agreement, establish not to exceed budget amounts for the remaining contract terms, and authorize the City Manager to execute. Staff Report IGM Fourth Amendment - Vendor Signed pgs 53-120 F. Consideration of a purchase order for Florida Coast Equipment, LLC in the amount of $25,495.59 for one (1) Kubota Full Size Utility Vehicle for the Sebastian Municipal Airport and authorize the City Manager or designee to execute. Staff Report Procurement Justification Florida Coast Equipment, LLC Quote Florida Coast Equipment, LLC State of Florida Alternate Source Contract FDOT JPA 437887-1-94-01 9. COMMITTEE REPORTS & APPOINTMENT City committee reports and Council Member regional committee reports. No public input or action except City committee member nominations and appointments under this heading. 10. PUBLIC HEARINGS pgs 121-136 A. Second Reading and Public Hearing on Ordinance 0-25-12 — Consideration of a Land Development Code Textual Amendment to Modify the Townhouse Dimensional Regulations within the RM-8 and RM-10 Zoning Districts. Staff Report Ordinance No. 0-25-12 Comp Plan -Housing Data & Inventory GA Local Planning Agency Minutes from May 15, 2025 Business Impact Estimate Affidavit of Publication 11. UNIFINISHED BUSINESS 12. NEW BUSINESS pgs 137-150 A. Consideration of Resolution No. R-25-21 - Subdivision Final Plat - Spirit of Sebastian PUD Pod 1 B-2 - 59 Lots and Recreation Tract #2 Staff Report Resolution No. R-25-21 Final Plat Pod 1 B-2 Pod 1 B-2 Location Map Sidewalk Bond Estimate Application - Final Plat 1 B-2 pgs 151-179 B. Consideration of a purchase order for Insight Public Sector, Inc., in the amount of $18,800.92 for Floodplain Management Software ("Forerunner") for the Building Department, Authorize the usage of Building Department Reserves and provide authorization to the City Manager to execute the appropriate documentation. Staff Report Procurement Justification Insight Public Sector Quote Insight Public Sector State of Florida Alternate Source Contract pgs 180-210 C. Consideration of Lease Amendment Nine for Whelen Aerospace Technologies, to remove two Office Spaces in the Airport Terminal Building Staff Report Whelen Lease Amendment Nine 2018 - 5th Lease Amendment Whelen 2008 LoPresti/Whelen - Master Lease pgs211-223 D. Consideration of a New Office Space Lease for Aviation Checkride Specialists in the Airport Terminal Building and authorize the Mayor to execute the appropriate documentation. Staff Report Aviation Checkride Specialists Lease pgs224-236 E. Consideration of CSA #4 for Carter and Associates, Inc. to begin design of the Upper Stonecrop Drainage Improvement Project in the amount of $172,958.00, and authorize the City Manager or designee to execute Staff Report Carter and Associates CSA #4 13. CITY ATTORNEY MATTERS 14. CITY MANAGER MATTERS 15. CITY CLERK MATTERS K, 16. ICITY COUNCIL MATTERS Mayor McPartlan Council Member Nunn Council Member Dodd Vice Mayor Jones 17. ADJOURN(All meetings shall adjourn by 9:30 pm unless extended for up to one half hour by a majority vote of City Council). NO STENOGRAPHIC RECORD BY A CERTIFIED COURT REPORTER WILL BE MADE OF THE FOREGOING MEETING. ANY PERSON WHO DECIDES TO APPEAL ANY DECISION MADE BY THE CITY COUNCIL, BOARD OR AGENCY WITH RESPECT TO ANY MATTER CONSIDERED AT THIS MEETING OR HEARING WILL NEED TO ENSURE THAT A VERBATIM RECORD OF THE PROCEEDINGS IS MADE, WHICH RECORD INCLUDES THE TESTIMONY AND EVIDENCE UPON WHICH THE APPEAL IS TO BE HEARD. (F.S.286.0105) IN COMPLIANCE WITH THE AMERICAN WITH DISABILITIES ACT (ADA) OF 1990, ANYONE WHO NEEDS A SPECIAL ACCOMMODATION FOR THIS MEETING SHOULD CONTACT THE CITY'S ADA COORDINATOR AT 388-8226 - ADA@CITYOFSEBASTIAN.ORG AT LEAST 48 HOURS INADVANCE OF THIS MEETING 4 Regular City Council Meetings Public input is ALLOWED under the headings: • Consent Agenda • Public Hearings • Unfinished Business • New Business • Public Input Public input is NOT ALLOWED under the headings: • Proclamations, Awards, Brief Announcements (except for individuals giving or accepting proclamations or awards) • Committee Reports and Appointments (except for committee members giving reports and applicants being interviewed for committee appointments) • City Council Matters • Charter Officer Matters • Council may, by majority vote, call upon an individual to provide input if desired. Workshops and Special Meetings Public input is limited to the item on the agenda Time Limit Input on agenda items where public input is permitted on agendas is THREE MINUTES; however, City Council may extend or terminate an individual's time by majority vote of Council members present. Input Directed to Chair Speakers shall address the City Council IMMEDIATELY PRIOR TO CITY COUNCIL DELIBERATION of the agenda item and ALL INPUT SHALL BE DIRECTED TO THE CHAIR, unless answering a question of a member of City Council or City staff. Individuals shall not address City Council after commencement of City Council deliberation on an agenda item after public input has concluded, providing, however, the Mayor and members of City Council may recall an individual to provide additional information or to answer questions. Certain Remarks Prohibited Personal, impertinent, and slanderous remarks, political campaigning, and applauding are not permitted and may result in expulsion from the meeting. The Chair shall make determinations on such remarks, subject to the repeal provisions below. Appealing Decisions of Chair Any member of Council may appeal the decision of the Chair to the entire Council. A majority vote of City Council shall overrule any decision of the Chair. Public Input Heading on Agenda The heading on Regular Meeting agendas "Public Input" provides an opportunity for individuals to bring NEW INFORMATION OR REQUESTS TO CITY COUNCIL NOT OTHERWISE ON THE PREPARED AGENDA. Individuals are asked to attempt to resolve matters with staff prior to meetings. Individuals are asked to provide copies of material for Council one week prior to the meeting if they intend to refer to specific material. City Council will not debate an issue during Public Input but may by consensus direct a Charter Officer in regard to the item if necessary or place a requested item on a future agenda. 5 CITY OF SEBASTIAN CITY COUNCIL STAFF REPORT DATE June 25, 2025 TO Honorable Mayor and City Council THRU Brian Benton, City Manager FROM Jeanette Williams, City Clerk Consider Approval of Draft May 28, 2025 City SUBJECT Council Minutes EXECUTIVE SUMMARY Draft minutes of the May 28, 2025 City Council meeting are presented for review. RECOMMENDATION Request changes if necessary. Consider approval of minutes. ATTACHMENTS: 1. May 28, 2025 City Council Minutes FUNDING SOURCE: Expenditure required Amount Budgeted: Funding source N/A N/A N/A Additional Funds Needed: $ 0.00 6 CITY OF Sfj3ASTI'AN HOME OF PELICAN ISLAND SEBASTIAN CITY COUNCIL REGULAR MEETING MINUTES WEDNESDAY, MAY 28, 2025 - 6:00 P.M. CITY COUNCIL CHAMBERS 1225 MAIN STREET, SEBASTIAN, FLORIDA Mayor McPartlan called the regular meeting to order at 6:00 p.m. 2. Rabbi Stephen Fuchs of the Temple Beth Shalom gave the invocation. 3. Vice Mayor Jones led the Pledge of Allegiance. 4. ROLL CALL Mayor Bob McPartlan Vice Mayor Fred Jones Council Member Kelly Dixon Council Member Dodd Council Member Chris Nunn Staff Present City Manager Brian Benton City Attorney Jennifer Cockcroft City Clerk Jeanette Williams Finance Director/CFO Brian Stewart Community Development Director Alix Bernard Community Development Manager Dorri Bosworth Building Official/Fire Marshal Wayne Eseltine Parks and Recreation Director Richard Blankenship Public Works Director Lee Plourde Human Resources Director Cindy Watson Golf Superintendent Greg Gardner Airport Manager Jeff Sabo Police Chief Daniel Acosta Police Lt. Dino Savvidis 5. AGENDA MODIFICATIONS - None 6. PROCLAMATIONS. AWARDS. BRIEF ANNOUNCEMENTS 25.085 Proclamation - Sebastian River Rowina Team forTheir Commandina_ Performance at the Florida, Scholastic Rowina Association's Scullina State Championship. 7 Regular City Council Meeting May 28, 2025 Page 2 Mayor McPartlan read and presented the proclamation to Coach Tom Lange and members of the Sebastian River Rowing Team who thanked Council for honoring them and the amazing rowers. 25.086 Proclamation - Code Enforcement Officers Aooreciation Week - June 1-7.2025 Mayor McPartlan read and presented the proclamation to Officer Rich lachini. 25.087 Proclamation - Sebastian Area Historical Societv Thirtieth Anniversary - Mav 31, 2025 Mayor McPartlan read and presented the proclamation to Sebastian Area Historical Society President Patrick Morgan and their board of directors. BriefAnnouncements: Friday, June 6 - City of Sebastian Summer Kickoff Concert at Riverview Park - 6-9pm - Featuring Hot Pink Vice Mayor Jones announced the upcoming concert. 7. PUBLIC INPUT- None 8. Mayor McPartlan recessed the City Council meeting and opened the Community Redevelopment Agency meeting. A. Consider Aarroval of Draft Arril 23, 2025 Community Redevelop_ ment Aa_ encv Minutes MOTION by Ms. Dixon and SECOND by Mr. Nunn to approve the April 23, 2025 CRA minutes. Roll call: Vice Chairman Jones - aye Ms. Dixon - aye Mr. Dodd - aye Mr. Nunn - aye Chairman McPartlan - aye Motion carried. 5-0 B. Consideration of a Purchase Order for Coleman Fire Protection. LLC for 579.300.00 to Install a Law Enforcement Dock Hose Stations and Authorize the Citv Manaaer or Designee to Execute The City Manager stated this purchase would be utilizing CRA funds in the amount of $39,650 as the 50% match and 50% would be from a Florida Inland Navigation District grant for a total expenditure of $79,300. There was no public input. 0 Regular City Council Meeting May 28, 2025 Page 3 C. Consideration of Addendum No. 1 to CSA-04 for CoastwalWide. LLC to Provide Swina and Bench Park State and Federal Permittina Not to Exceed S5.820.00 and Authorize the City Manager to Execute the Agreement The City Manager stated this was an addendum to the existing CSA agreement with CoastalWide who was selected to handle the engineering and design for the Swing and Bench Park. Initially their proposal included obtaining the permit waivers from the state however once the documents were processed, the state denied the exemption. This additional amount of $5,820 will provide for the procurement of state and federal permitting. MOTION by Ms. Dixon and SECOND by Vice Chairman Jones to approve Addendum No. 1 to CSA-04 for CoastwalWide, LLC to apply for state and federal permitting for the Swing and Bench Park. There was no public input. Roll call: Mr. Dodd - aye Mr. Nunn - aye Chairman McPartlan - aye Vice Chairman Jones - aye Ms. Dixon - aye Motion carried. 5-0 Chairman McPartlan adjourned the Community Redevelopment Agency meeting and reconvened the City Council meeting at 6:20 p.m. 9. CONSENT AGENDA 25.029 A. City Council Consideration of Resolution No. R-25-17 Florida Boater Improvement Program Grant Application for Main Street Boat Ramp 25.047 B. Consideration of Addendum No. 1 to CSA-04 for CoastalWide, LLC to Provide Swing and Bench Park State and Federal Permitting Not to Exceed $5,820.00 and Authorize the City Manager to Execute the Agreement MOTION by Council Member Dodd and SECOND by Council Member Dixon to approve Consent Agenda Items A and B. Roll call: Council Member Nunn - aye Mayor McPartlan - aye Vice Mayor Jones - aye Council Member Dixon - aye Council Member Dodd - aye Motion carried. 5-0 Regular City Council Meeting May 28, 2025 Page 4 10. COMMITTEE REPORTS AND APPOINTMENT 25.007 A. Consider Fillina Two Unexafired, Alternate Member Vacancies on the Natural Resources Board The City Clerk requested Council to make the appointments separately and add a subsequent term to the first position scheduled to expire July 2025. MOTION by Council Member Dodd and SECOND by Council Member Dixon to waive the advertising requirements and appoint Frank Trinkle to the position that will expire July 2028. Roll call: Mayor McPartlan - aye Vice Mayor Jones - aye Council Member Dixon - aye Council Member Dodd - aye Council Member Nunn - aye Motion carried. 5-0 MOTION by Council Member Dodd and SECOND by Vice Mayor Jones to appoint Deborah Shellenberger to the position that will expire July 2026 passed with a unanimous voice vote of 5-0. 11. PUBLIC HEARINGS 25.082 A. Second Readinq. Public Hearina and Adoption of Ordinance No. 0-25-08. Amendina Land Development Code Article V Zonina District Reaulations to Incorporate a New Zonina District Known as Mixed -Use Zonina District The City Attorney read the title to Ordinance No. 0-25-08 and Mayor McPartlan opened the public hearing at 6:23 p.m. The Community Development Director said the ordinance included the changes requested from the first reading regarding restaurants and professional office buildings with drive -through facilities as a permitted use but pointed out there are other areas in the code that list the drive-throughs as a conditional use requiring certain things such as landscaping, screening, and distance from residential developments. By approving this ordinance, the code would not be uniform in regard to drive -through businesses. Discussion followed that restaurants with drive through facilities should go back as a conditional use. 10 Regular City Council Meeting May 28, 2025 Page 5 MOTION by Council Member Nunn and SECOND by Council Member Dixon to approve Ordinance No. 0-25-08 with the changes to make the drive -through facilities a conditional use. There was no public input. Roll call: Mayor McPartlan - aye Vice Mayor Jones - aye Council Member Dixon - aye Council Member Dodd - aye Council Member Nunn - aye Motion carried. 5-0 25.072 B. Second Reading. Public Hearing and Adoption of Ordinance No. 0-25-09 Amending the Code of Ordinances of the City of Sebastian. Chapter 30 - Relating to Local Business Tax Receipt - in Order to Comply with Revisions of the Florida Statutes The City Attorney read the title to Ordinance No. 0-25-09 and Mayor McPartlan opened the public hearing at 6:28 p.m. The Building Official said the ordinance was revised to include the exceptions under F.S.205.162 for disabled persons, widows, with minor dependents, and the aged. MOTION by Council Member Nunn and SECOND by Vice Mayor Jones to approve Ordinance No. 0-25-09 amending the Code related to Local Business Tax Receipt to comply with the revisions of the Florida Statute. Roll call: Vice Mayor Jones - aye Council Member Dixon - aye Council Member Dodd - aye Council Member Nunn - aye Mayor McPartlan - aye Motion carried. 5-0 25.083 C. Second Reading, Public Hearing and Adoption of Ordinance No. 0-25-10 Amendina Land Development Code Article VII General Reaulations Relatina_ to Home Occupational Licenses Also Known as Home Based Businesses The City Attorney read the title to Ordinance No. 0-25-10 and Mayor McPartlan opened the public hearing at 6:31 p.m. The Community Development Director said this was the second and final hearing for the proposed home -based business ordinance to keep the City in compliance with Florida Statutes. 11 Regular City Council Meeting May 28, 2025 Page 6 MOTION by Council Member Dixon and SECOND by Council Member Nunn to approve Ordinance No. 0-25-10 relating to home -based businesses. There was no public input. Roll call: Council Member Dixon - aye Council Member Dodd - aye Council Member Nunn - aye Mayor McPartlan - aye Vice Mayor Jones - aye Motion carried. 5-0 12. UNFINISHED BUSINESS - None 13. NEW BUSINESS 25.016 A. Consideration of Resolution No. R-25-18. ADDroval of the Amendment to Public Transportation Grant Aareement FM448113-1-94-01 for Taxiway Golf, and Authorize the Citv Manaaer or Desianee to Execute The Airport Director stated this was an amendment to a previously accepted grant from the state which splits the funding for this project over two fiscal years. These two grants together will allow the City to start on the taxiway project. MOTION by Council Member Dodd and SECOND by Council Member Dixon to approve Resolution No. R-25-18. There was no public input. Roll call: Council Member Dodd - aye Council Member Nunn - aye Mayor McPartlan - aye Vice Mayor Jones - aye Council Member Dixon - aye Motion carried. 5-0 25.016 B. Consideration of Selectina Infrastructure Consultina & Enaineerina for Construction Services on the Taxiwav Golf Proiect Under CSA-14. and Authorize the Citv Manaaer or Desianee to Execute The Airport Director said Infrastructure Consulting and Engineering had been selected to do the engineering design phase of the project and it was felt it would be to the City's benefit to keep them for the construction services. MOTION by Council Member Dodd and SECOND by Vice Mayor Jones to approve CSA#14 with Infrastructure Consulting and Engineering for the Taxiway Golf construction services. There was no public input. 12 Regular City Council Meeting May 28, 2025 Page 7 Roll call: Council Member Nunn - aye Mayor McPartlan - aye Vice Mayor Jones - aye Council Member Dixon - aye Council Member Dodd - aye Motion carried. 5-0 25.088 C. Consideration of Amendment Four to the Aareement between the City of Sebastian and International Golf Maintenance (IGM) to Extend the Agreement. Imalement not to Exceed Budaet Amounts for the Remaining Contract Terms, and Authorize the Citv Manaaer to Execute all Appropriate Documents The City Manager said staff released a request for proposal in February to see what was on the market and received five proposals; however, staff was unable to negotiate favorable terms with any of the proposers. Before Council tonight was staffs effort to extend IGM's existing contract out another four years (through September 30, 2029) which will lock in pricing for the duration of the agreement with scheduled increases beginning in fiscal year 2026 and also incorporate a comprehensive improvement plan, communication plan, maintenance guidelines, and an agricultural plan designed to enhance service delivery and align course conditions with customer expectations. He asked for approval. Council Member Nunn asked if price adjustments could be requested by the contractor. The City Manager said in appendix four, the contractor can request increases but they need to be justified and agreed to by the City. Council Member Nunn commented that the rolling of the greens wasn't in the contract and asked if it should be listed. Steve Gano, Vice -President of Operations, said the rolling is normally done after aerification and he would be willing to add that language into the contract. MOTION by Council Member Dodd and SECOND by Vice Mayor Jones to approve RFP #25-12 Sebastian Municipal Golf Course Maintenance to include modification to Section 1.4 to indicate that after aerification the greens will be rolled. There was no public input. Roll call: Council Member Nunn - aye Mayor McPartlan - aye Vice Mayor Jones - aye Council Member Dixon - aye Council Member Dodd - aye Motion carried. 5-0 25.089 D. Consideration for Aooroval of Resolution No. R-25-14 Aoorovina Budaet Adiustments for FY 2024 Ouarter 4. Endina September 30, 2024 13 Regular City Council Meeting May 28, 2025 Page 8 The City Manager said the resolution encompassed the budget adjustments that took place in the 41h Quarter of Fiscal Year 2023-2024 which have been highlighted and shown in the completed audit process. MOTION by Vice Mayor Jones and SECOND by Council Member Nunn to approve Resolution No. R-25-14, approving the budget adjustment for FY 2023-2024. Roll call: Vice Mayor Jones - aye Council Member Dixon - aye Council Member Dodd - aye Council Member Nunn - aye Mayor McPartlan - aye Motion carried. 5-0 25.089 E. Consideration of Approval of Resolution No. R-25-15 ADgrovina Budget Adiustments for FY 2025 Ouarter 1. Endina December 31.2024 The City Manager said this resolution included the budget adjustments that took place in the 111 Quarter from 10/01/2024 through 12/31/2024. Included in their agenda backup was each adjustment affecting fund balances and reserves between the different accounts. He requested approval. MOTION by Council Member Nunn and SECOND by Council Member Dixon to approve Resolution No. R-25-15 approving the budget adjustment for the 151 Quarter of FY2025. Roll call: Council Member Nunn - aye Mayor McPartlan - aye Vice Mayor Jones - aye Council Member Dixon - aye Council Member Dodd - aye Motion carried. 5-0 25.089 F. Consideration of ADDroval of Resolution No. R-25-16 ADDrovina Budaet Adiustments for FY 2025 Ouarter 2. Endina March 31.2025 The Finance Director said this resolution included the budget adjustments for the 2nd Quarter of Fiscal Year 2025. He pointed out that the top section of the exhibit included the adjustments affecting the fund balance, which are required to be approved by Council; the bottom section were items of significance that only require City Manager approval. Also in this specific item, he said there was a quarterly financial report showing how the revenues are doing compared to last year and to the budget as a whole; on the third page, a cash and investment section was included along with the capital project status report. 14 Regular City Council Meeting May 28, 2025 Page 9 25.073 Council Member Dodd said he is interested in seeing the financial position of the City. He wants to be able to tell where the City is from a revenue projection against where we thought we would be and where we are in an expense projection from where we would be. He said this is important for him to understand so he can exercise his fiduciary responsibility to the citizens. The City Manager and Finance Director said they were open to having discussions regarding the reporting format of future budget adjustments. MOTION by Council Member Dodd and SECOND by Council Member Dixon to approve Resolution No. R-25-16 approving the 2"d Quarter budget adjustments for Fiscal Year 2025. Roll call: Council Member Dodd - aye Council Member Nunn - aye Mayor McPartlan - aye Vice Mayor Jones - aye Council Member Dixon - aye Motion carried. 5-0 G. Consideration of a Purchase Order for Coleman Fire Protection. LLC for 579.300.00 to Install Law Enforcement Dock Hose Stations and Authorize the Citv_ Manaaer or Designee to Execute The City Manager explained this was the same item they approved during the CRA portion of the meeting which now needed Council approval to move forward. MOTION by Council Member Nunn and SECOND by Council Member Dixon to approve the purchase order to Coleman First Protection, LLC to install dock hose stations for the law enforcement dock. Roll call: Council Member Nunn - aye Mayor McPartlan - aye Vice Mayor Jones - aye Council Member Dixon - aye Council Member Dodd - aye Motion carried. 5-0 14. CITY ATTORNEY MATTERS The City Attorney requested an attorney client session to discuss the Gilliams vs. the City of Sebastian, Case No. 24-AP-02, which will be recorded by a certified court reporter, attended by City Council, the City Manager and Special Counsel, Andrew Mai. 15 Regular City Council Meeting May 28, 2025 Page 10 A MOTION was made by Council Member Dodd and SECONDED by Council Member Nunn to move the Wednesday, June 11 Council meeting to Monday, June 9, starting at 6:00 p.m. with an attorney -client confidential session starting at 5 p.m. The motion was unanimously approved with a voice vote of 5-0. 15. CITY MANAGER MATTERS Barber Street Reraavina The City Manager outlined the schedule of repaving Barber Street from Acorn Terrace to U.S. Highway 1 that will begin Monday, June 2"d and last for an entire month. (See map attached) He noted there will be police officers to help with truck traffic and it will be done with single lane closures. He asked for the public's patience. 16. CITY CLERK MATTERS - None 17. CITY COUNCIL MATTERS Council Member Dodd conveyed that Representative Brackett's Select Committee on Property Taxes is planning to have road shows across the state to discuss the elimination of ad valorem taxes. He encouraged the public to attend to learn how the elimination sounds nice on the surface but it will have a severe negative impact for municipalities. Vice Mayor Jones thanked everyone for attending the Memorial Day Service to show their support for the fallen men and women who have fought for this country. Mayor McPartlan thanked staff for the sound system that keeps improving and he asked for a little shade in the future. Council Member Nunn also agreed that shade would be nice for that area in the future. He also echoed Council Member Dodd's comments regarding property taxes. Council Member Dixon said for the past two and a half years she has passionately served the community with a purpose to be the voice for the many families who call Sebastian home; and she has made it her mission to make sure this Council and City Hall fully understood the demographics of the City. She said there is more programming and opportunities for children and families but the mission was not done, but her time on the dais was up. She said this was to be her last meeting due to a myriad of personal reasons, and she said she has decided to step down effective immediately. She said she would forever be grateful for the trust, enthusiastic acceptance, and the opportunity to serve for the past two and a half years. She thanked everyone for this opportunity of a lifetime. 16 Regular City Council Meeting May 28, 2025 Page 11 Mayor McPartlan said she would be missed. The City Attorney distributed copies of the Charter outlining two options to fill the vacancy which she said can be discussed at the next meeting. Council Member Dodd said it's been his honor to serve with Council Member Dixon, she has been a real asset to the Council. Vice Mayor Jones thanked Council Member Dixon and said he was sorry she was leaving but he understands she has things she needs to take care of for herself. Council made comments regarding if the vacancy should be filled until the next election or for the remainder of Council Member Dixon's term. It was agreed to have the discussion at the June 91h meeting. The City Manager thanked Council Member Dixon for her leadership, he also thanked her on behalf of staff for her direction and for trying to do what is best for families and younger kids in the community. If she ever needed anything, he said that he and staff would be there for her 18. Being no further business, Mayor McPartlan adjourned the Regular City Council meeting at 7:26 p.m. Approved at the June 25, 2025 Regular City Council meeting. Mayor Bob McPortlon ATTEST.• Jeanette Williams, City Clerk 17 CITY OF SEBASTIAN o f 5 EBgs � �I U �Z O Z OFPELICP�` CITY COUNCIL STAFF REPORT DATE June 25, 2025 TO Honorable Mayor and City Council THRU Brian Benton, City Manager FROM Ron Paul, Parks and Recreation Administrative Asst. SUBJECT Alcohol Beverage Approval —McDonald Family EXECUTIVE SUMMARY The McDonald Family is having a Birthday Party at the Community Center on June 28th, 2025 and they are requesting permission to serve alcoholic beverages. RECOMMENDATION Staff recommends approval ATTACHMENTS: 1. Rental Application 2. Payment Receipt FUNDING SOURCE: Expenditure required Amount Budgeted: Funding source N/A N/A N/A Additional Funds Needed: 18 COnmrnvN1TY CEN%0Q M0 SEBASTIV HOME OF PELICAN ISLAND (�,/2842s 3.19)OP'len 4-to 710 f)jP t CITY OF SEBASTIAN COMMUNITY CENTER RENTAL PERMIT APPLICATION 1225 Main Street Sebastian, FL 32958 Parks Phone: (772) 228-7054 FAX: (772) 228-7054 • For emergency purposes ONLY, please dial 772.321-8086' --- ) I - Today's Date: .5 )A ;�� 0.1��J�.I,c, �aeQ �C� f.lf: , t ��� q��,i -1 Name of P.errrtittee (permits may only be issued to an adult) Name of Organization (if applicable) Phhyysica�ll Address l Mailing Address (if different) City State Zip Phone 7 7 - - 3 w S �- ►_� t . -I l\ _ J V c' e I(e_ o&-, I q, S e- Ao 1, Ca rv)- — Reason for Rental — Type'df Function E-Mail Address C�' _ Anticipated Number of Attendees (Must be less than a maximum of 150) Requested Dote Time: From To Please answer the following yes or no: 1) Are you a resident of Sebastian? U D 2) Will there be an admission charge or door charge? 3) Will alcoholic beverages be served? A� If yes, please provide govt. issued ID proof of age r II�1 SC Date of Birth Verified by I���-'�� �i�i�' `i' the undersigned, acknowledge that I am the applicant or authorized agent of the above referenced organization, that I am aware of the provisions of the City of Sebastian Codes and Resolutions in respect to this application and use of City facilities for which I have applied and agree to abide by all rules and regulations set out for use of City facilities. I understand that the $250.00 security deposit will be refunded if the building is left clean and undamaged, however, failure to clean the facilities immediately after the use, or causing any damage to the facility will result in forfeiture, in part or full, of the security deposit. �A Stgna ure of Ap�licant 19 CITY OF SEBASTIAN PARKS AND RECREATION RECEIPT 3148 Name ih.l cc�� c�l�.G � 0o�4u � Cash Date /Z'D 2-6 v Check # (ZA2 t•44-;d cLy ��„ L, , : ,Credit Amount Paid 001001 220000 Security Deposit 001501 362100 Taxable Rent.Q� - 001501 362150 Non -Taxable Rent 001001 208001 Sales Tax • d 001501 342100 Police Security Services 001501 366150 Brick Pavers 001501 366000 Memorial Benches 001501 369400 Reimbursement Services F, cK up c, I -fey �p ✓YI ✓YL V r: 6P mD Total Paid-sg Initials White - Deot. of Oriain • Yellow - Admin. Svcs. • Pink - Aoolicant 20 CITY OF SEBASTIAN A� U of 5 EBgs �,I �2 = 4 �FPELICP�` CITY COUNCIL STAFF REPORT DATE June 25, 2025 TO Honorable Mayor and City Council THRU Brian Benton, City Manager FROM Lee Plourde, Public Works Director Consideration of FDOT Compensation Agreement for State SUBJECT Highway Lighting, Maintenance, and Authorization for the City Manager to execute the agreement. EXECUTIVE SUMMARY The Florida Department of Transportation (FDOT) has requested the execution of a new Compensation Agreement related to the maintenance and operation of lighting on the State Highway System within the City'sjurisdiction. This agreement is consistent with existing practices, under which: • FDOT compensates the City for lighting -related services on state roadways. • The City then contracts with Indian River County, which performs the actual maintenance and operational work. • The County subsequently invoices the City for those services. The proposed agreementwill essentially continue the currentfunding and operational structure, formalizing the arrangement under updated terms as required by FDOT. RECOMMENDATION Staff recommends that the City Council authorize the City Manager to execute anew Compensation Agreement with the Florida Department of Transportation for the maintenance and operation of lighting on the State Highway Roads System within City limits. ATTACHMENTS: i. FDOT Agreement FUNDING SOURCE: Expenditure required Amount Budgeted: Funding source 0 o N/A Additional Funds Needed: $o 21 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION 375-020-52 STATE HIGHWAY LIGHTING, MAINTENANCE, AND MAINTENANCE OGC — 02/21 COMPENSATION AGREEMENT Page 1 of CONTRACT NO. ASM73 FINANCIAL PROJECT NO. 405122-2-78-10 F.E.I.D. NO. F596000427008 THIS AGREEMENT, entered into this day of , year of , by and between the STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION, hereinafter referred to as "FDOT", and City of Sebastian, hereinafter referred to as the "MAINTAINING AGENCY"; WITNESSETH: WHEREAS, FDOT is authorized under Sections 334.044 and 335.055, Florida Statutes, to enter into this Agreement, and the MAINTAINING AGENCY has the authority to enter into this Agreement and to undertake the maintenance and operation of lighting on the State Highway System; and WHEREAS, the MAINTAINING AGENCY has authorized its undersigned officers to enter into and execute this Agreement; WHEREAS, FDOT has identified sites where lighting and/or lighting systems, hereinafter referred to as "Facilities", are located on the State Highway System within the jurisdictional boundaries of the MAINTAINING AGENCY. A list of the Facilities is included as Exhibit A, attached hereto and incorporated herein. WHEREAS, the MAINTAINING AGENCY agrees to maintain the Facilities as further set forth herein. NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, FDOT and the MAINTAINING AGENCY hereby agree as follows: 1. Maintenance of Facilities 8. The MAINTAINING AGENCY shall maintain the Facilities listed in Exhibit A. The Facilities may include lighting for roadways, as well as park and ride, pedestrian overpasses, and recreational areas owned by or located on the property of FDOT. The Facilities shall not include lighting located in weigh stations, rest areas, or on Interstate highways. The location and type of lighting to be maintained pursuant to this Agreement is set forth in Exhibit A. Any changes or modifications to Exhibit A must be in writing and signed by both FDOT and the MAINTAINING AGENCY. Any Facilities added to Exhibit A during the FDOT's fiscal year shall be maintained and operated by the MAINTAINING AGENCY upon the FDOT's final acceptance of installation of any new lighting and/or lighting systems. Prior to the start of each new fiscal year, the MAINTAINING AGENCY and FDOT shall amend Exhibit A to reflect any changes to the Facilities, including addition, removal, or change in lighting type maintained pursuant to this Agreement. The MAINTAINING AGENCY will be compensated for Facilities added to Exhibit A by amendment of this Agreement in the FDOT's fiscal year occurring after the lighting and/or lighting systems are installed and final acceptance of such installation is given by FDOT. In the event that no change is made to the previous year's Exhibit A, a certification from the MAINTAINING AGENCY shall be provided to FDOT certifying that no change has been made to Exhibit A during FDOT's previous fiscal year. Unless stated otherwise, all references to fiscal years within this agreement refer to FDOT's fiscal year, beginning July 1st and ending June 30th. b. In maintaining the Facilities, the MAINTAINING AGENCY shall perform all activities necessary to keep the Facilities fully operating, properly functioning, with a minimum of 90% of the lights burning for any lighting type (e.g., high mast, standard, underdeck, and sign) or roadway system at all times in accordance with the original design thereof, whether necessitated by normal wear and tear, accidental or intentional damage, or acts of nature. Required maintenance includes, but is not limited to, providing electrical power and paying all charges associated therewith, routine inspection and testing, preventative maintenance, emergency maintenance, replacement of any component parts of the Facilities (including the poles and any and all other component parts installed as part of the Facilities), and locating (both vertically and horizontally) the Facilities. All repairs or replacement will be in kind unless a variance is approved in writing by FDOT. 375-020-52 MAINTENANCE OGC — 02/21 Page 2 of 8 All maintenance must be in accordance with the provisions of the following: (1) Manual of Uniform Traffic Control Devices; and (2) All other applicable local, state, or federal laws, rules, resolutions, or ordinances, and FDOT procedures. For lighting installed as part of a FDOT project, the MAINTAINING AGENCY's obligation to maintain the Facility commences upon the MAINTAINING AGENCY's receipt of notification from FDOT that FDOT has formally accepted the project, except for the obligation to provide for electrical power, which obligation to provide for electrical power commences at such time as the lighting system is ready to be energized; provided, however, that the MAINTAINING AGENCY is not required to perform any activities which are the responsibilities of FDOT's contractor. Prior to acceptance by FDOT, the MAINTAINING AGENCY shall have the opportunity to inspect and request modifications/corrections to the installation(s). FDOT agrees to make modifications/corrections prior to acceptance so long as the modifications/corrections comply with the installation contract documents and specifications. The term for this Agreement is seven (7) years. Either party may terminate this Agreement by a notice of termination. The notice of termination must be in writing. Should the MAINTAINING AGENCY choose to terminate the Agreement, the MAINTAINING AGENCY shall provide a minimum notice period of two (2) fiscal years prior to the effective date of termination and the notice shall be endorsed by the elected body (County Commission, City Council, or local agency governing body) under which the Agency operates. The effective date of the termination will coincide with the end of the FDOT's fiscal year of June 30th following the two-year notice. The termination of this Agreement will not terminate maintenance responsibilities for lighting owned by the MAINTAINING AGENCY. Maintenance obligations for lights owned by the MAINTAINING AGENCY will remain the responsibility of the MAINTAINING AGENCY. Nor does termination of this Agreement operate to relieve the MAINTAINING AGENCY of any maintenance obligations contained in other agreements. Maintenance of lights governed by a separate maintenance agreement will continue per the terms of that separate maintenance agreement. 2. Compensation and Payment FDOT shall pay to the MAINTAINING AGENCY a sum of $ 13,217.92 for the fiscal year in which this Agreement is signed. Payments will be calculated and made in accordance with Exhibit A. Prior to the beginning of each fiscal year, the MAINTAINING AGENCY shall submit an amended Exhibit A or a certification of no change to Exhibit A and FDOT and the MAINTAINING AGENCY shall agree on the amount and percentage of lighting to be paid for the coming fiscal year. FDOT will issue a work order confirming the amount and authorizing the performance of maintenance for each new fiscal year. The work order must be an FDOT-signed letter of authorization to the MAINTAINING AGENCY with a subject line containing the terms "State Highway Lighting, Maintenance, and Compensation Agreement work order". The work order must reflect the contract number, financial project number, FEID No. of the MAINTAINING AGENCY, the fiscal year, the percentage of lighting funded and the lump sum amount to be paid for the fiscal year indicated. The work order must be signed by the MAINTAINING AGENCY and returned to FDOT. Failure by the MAINTAINING AGENCY to take any of the actions required by this paragraph may result in nonpayment by FDOT. FDOT expressly assigns its rights, interests and privileges pertaining to damage to Facilities caused by third parties to the MAINTAINING AGENCY, so they may pursue all claims and causes of actions against the third parties responsible for the damage. FDOT will assist the MAINTAINING AGENCY and will confirm the MAINTAINING AGENCY's authorization to pursue recovery. The MAINTAINING AGENCY will be responsible for all attorneys' fees and litigation costs incurred in its recovery activities. 23 375-020-52 MAINTENANCE OGC — 02/21 Page 3 of 8 Record Keeping The MAINTAINING AGENCY shall keep records of all activities and report all maintenance performed and replacement components and parts installed pursuant to this Agreement. The records shall be kept in an electronic format approved by FDOT. Records shall be maintained and made available upon request to FDOT during the period of this Agreement and for three (3) years after final payment for the work pursuant to this Agreement is made. Copies of these documents and records will be furnished to FDOT upon request. 4. Invoicing The MAINTAINING AGENCY shall invoice FDOT annually in a format acceptable to the FDOT. Invoices must be submitted no earlier than May 1 and no later than June 15 of the fiscal year in which the services were provided in order to be processed for payment by June 30. Upon receipt, FDOT has five (5) working days to inspect and approve the goods and services. FDOT has twenty (20) days to deliver a request for payment (voucher) to the Department of Financial Services. The twenty (20) days are measured from the latter of the date the invoice is received or the goods or services are received, inspected, and approved. If a payment is not available within forty (40) days, a separate interest penalty at a rate as established pursuant to Section 215.422, Florida Statutes, will be due and payable, in addition to the invoice amount, to the MAINTAINING AGENCY. Interest penalties of less than one (1) dollar will not be enforced unless the MAINTAINING AGENCY requests payment. Invoices returned to a MAINTAINING AGENCY because of MAINTAINING AGENCY preparation errors will result in a delay in the payment. The invoice payment requirements do not start until a properly completed invoice is provided to FDOT. A Vendor Ombudsman has been established within the Department of Financial Services. The duties of this individual include acting as an advocate for contractors/vendors who may be experiencing problems in obtaining timely payment(s) from a state agency. The Vendor Ombudsman may be contacted at (850) 410-9724 or by calling the Chief Financial Officer's Hotline, 1-800-848-3792. The State of Florida's performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Legislature. In the event this Agreement is in excess of $25,000 and has a term for a period of more than one (1) year, the provisions of Section 339.135(6)(a), Florida Statutes, are hereby incorporated: FDOT, during any fiscal year, shall not expend money, incur any liability, or enter into any contract which, by its terms, involves the expenditure of money in excess of the amounts budgeted as available for expenditure during such fiscal year. Any contract, verbal or written, made in violation of this subsection shall be null and void, and no money may be paid on such contract. FDOT shall require a statement from the Comptroller of FDOT that funds are available prior to entering into any such contract or other binding commitment of funds. Nothing herein contained shall prevent the making of contracts for periods exceeding 1 year, but any contract so made shall be executory only for the value of the services to be rendered or agreed to be paid for in succeeding fiscal years; and this paragraph shall be incorporated verbatim in all contracts of FDOT which are for an amount in excess of $25,000 and which have a term for a period of more than 1 year. Default In the event that the MAINTAINING AGENCY breaches any provision of this Agreement, then in addition to any other remedies which are otherwise provided for in this Agreement, FDOT may exercise one or more of the following options, provided that at no time may FDOT be entitled to receive double recovery of damages: a. Pursue a claim for damages suffered by FDOT or the public. b. Pursue any other remedies legally available. As to any work not performed by the MAINTAINING AGENCY, perform such work with its own forces or through contractors and seek reimbursement for the cost thereof from the MAINTAINING AGENCY if the MAINTAINING AGENCY fails to cure the non-performance within fourteen (14) days after written notice from FDOT of the non-performance; provided, however, that advance notice and cure will not be preconditions in the event of an emergency. 24 375-020-52 MAINTENANCE OGC — 02/21 Page 4 of 8 Force Majeure Neither the MAINTAINING AGENCY nor FDOT will be liable to the other for any failure to perform under this Agreement to the extent such performance is prevented by an act of God, war, riots, natural catastrophe, or other event beyond the control of the non -performing party and which could not have been avoided or overcome by the exercise of due diligence; provided that the party claiming the excuse from performance has (a) promptly notified the other party of the occurrence and its estimated duration, (b) promptly remedied or mitigated the effect of the occurrence to the extent possible, and (c) resumed performance as soon as possible. Miscellaneous a. FDOT shall consider the employment by any contractor of unauthorized aliens a violation of Section 274A(e) of the Immigration and Nationality Act. If the contractor knowingly employs unauthorized aliens, such violation will be cause for unilateral cancellation of this Agreement. b. The MAINTAINING AGENCY shall allow public access to all documents, papers, letters, or other material subject to the provisions of Chapter 119, Florida Statutes, and made or received by the MAINTAINING AGENCY in conjunction with this Agreement. Failure by the MAINTAINING AGENCY to grant such public access will be grounds for immediate unilateral cancellation of this Agreement by FDOT. C. This Agreement constitutes the complete and final expression of the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, or negotiations with respect thereto. Without limiting the generality of the foregoing, this Agreement shall replace and supersede all prior agreements between FDOT and the MAINTAINING AGENCY with respect to maintenance of the lighting and/or lighting systems for the Facilities identified in Exhibit A. d. This Agreement is governed by the laws of the State of Florida. Any provision hereof found to be unlawful or unenforceable are severable and will not affect the validity of the remaining provisions hereof. e. All notices required pursuant to the terms hereof may be sent by first class United States Mail, facsimile transmission, hand delivery, electronic mail, or express mail and will be deemed to have been received by the end of five (5) business days from the proper sending thereof unless proof of prior actual receipt is provided. The MAINTAINING AGENCY must notify the local District of FDOT of the appropriate persons for notices to be sent pursuant to this Agreement. Unless otherwise notified in writing, notices must be sent to the following addresses: MAINTAINING AGENCY: City of Sebastian 1225 Main Street Sebastian, FL 32958 FDOT: Florida Department of Transportation, District 4 District Maintenance Office 3400 West Commercial Boulevard Fort Lauderdale, FL 33309 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 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, Florida Statutes, for CATEGORY TWO for a period of thirty six (36) months from the date of being placed on the convicted vendor list. g. An entity or affiliate who has been placed on the discriminatory vendor list may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to 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. 25 375-020-52 MAINTENANCE OGC — 02/21 Page 5 of 8 By signing this agreement the Maintaining Agency certifies that it is not: (1) listed on the Scrutinized Companies that Boycott Israel List, created pursuant to Section 215.4725, F.S., (2) engaged in a boycott of Israel, (3) or listed 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. For contracts involving $1,000,000 or more, if the Department determines the Maintaining Agency submitted a false certification under Section 287.135(5) of the Florida Statutes regarding 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 for contracts involving any amount, if the Maintaining Agency has been placed on the Scrutinized Companies that Boycott Israel List, or is engaged in a boycott of Israel, the Department shall either terminate the Contract after it has given the Maintaining Agency notice and an opportunity to demonstrate the Department's determination of false certification was in error pursuant to Section 287.135(5)(a) of the Florida Statutes, or maintain the Contract if the conditions of Section 287.135(4) of the Florida Statutes are met. Nothing herein shall be construed as a waiver of either party's sovereign immunity. MAINTAINING AGENCY: 1. shall utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the MAINTAINING AGENCY during the term of the contract; and 2. shall expressly require any subcontractors performing work or providing services pursuant to the state contract to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the contract term. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the Agreement term and following completion of the Agreement if the Maintaining Agency does not transfer the records to FDOT 4. Upon completion of the Agreement, transfer, at no cost, to FDOT, all public records in possession of the Consultant or keep and maintain public records required by FDOT to perform the service. If the Consultant transfers all public records to FDOT upon completion of the Agreement, the Consultant shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Consultant keeps and maintains public records upon completion of the Agreement, the Consultant shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to FDOT, upon request from FDOT's custodian of public records, in a format that is compatible with the information technology systems of FDOT 5. Failure by the Maintaining Agency to comply with Chapter 119, Florida Statutes, shall be grounds for immediate unilateral cancellation of this Agreement by FDOT 26 375-020-52 MAINTENANCE OGC — 02/21 Page 6 of 8 IF THE MAINTAINING AGENCY HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE MAINTAINING AGENCY'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: District 1 863-519-2623 Dlprcustodian(&dot.state.fl.us Florida Department of Transportation District 1— Office of General Counsel 801 N. Broadway Bartow, FL 33830 District 2 386-758-3727 D2prcustodian(&dot.state.fl.us Florida Department of Transportation District 2 - Office of General Counsel 1109 South Marion Avenue, MS 2009 Lake City, FL 32025 District 3 850-330-1391 D3prcustodian(a),dot.state.fl.us Florida Department of Transportation District 3 - Office of General Counsel 1074 Highway 90 East Chipley, FL 32428 District 4 954-777-4529 D4prcustodian(a&dot.state.fl.us Florida Department of Transportation District 4 — Office of General Counsel 3400 West Commercial Blvd. Fort Lauderdale, FL 33309 District 5 386-943-5000 D5prcustodian(adot.state.fl.us Florida Department of Transportation District 5 — Office of General Counsel 719 South Woodland Boulevard Deland, FL 32720 District 6 305-470-5453 D6prcustodian(&dot.state.fl.us Florida Department of Transportation District 6 — Office of General Counsel 1000 NW 111 Avenue Miami, FL 33172-5800 District 7 813-975-6491 D7prcustodian(&dot.state.fl.us Florida Department of Transportation District 7 - Office of General Counsel 11201 N. McKinley Drive, MS 7-120 Tampa, FL 33612 Florida's Turnpike Enterprise 407-264-3170 TPprcustodian(ddot. state. fl.us Turnpike Enterprise Chief Counsel Florida Turnpike — Office of General Counsel Turnpike Mile Post 263, Bldg. 5315 Ocoee, FL 34761 Central Office 850-414-5355 COprcustodian(a,dot.state.fl.us Office of the General Counsel Florida Department of Transportation 605 Suwannee Street, MS 58 Tallahassee, Florida 32399-0458 27 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION 375-020-52 STATE HIGHWAY LIGHTING, MAINTENANCE, AND MAINTENANCE OGC — 02/21 COMPENSATION AGREEMENT Page 7of8 8. Certification This document is a printout of an FDOT form maintained in an electronic format and all revisions thereto by the MAINTAINING AGENCY in the form of additions, deletions, or substitutions are reflected only in an Appendix entitled "Changes to Form Document' and no change is made in the text of the document itself. Hand notations on affected portions of this document may refer to changes reflected in the above -named Appendix but are for reference purposes only and do not change the terms of the document. By signing this document, the MAINTAINING AGENCY hereby represents that no change has been made to the text of this document except through the terms of the Appendix entitled "Changes to Form Document." You MUST signify by selecting one of the applicable options: ❑ No changes have been made to this Forms Document and no Appendix entitled "Changes to Form Document' is attached. ❑ No changes have been made to this Form Document, but changes are included on the attached Appendix entitled "Changes to Form Document." IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective the day and year first written. MAINTAINING AGENCY BY: (Sianature) (Printed Name: ) Date: (Printed Title: STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION BY: (Sianature) (Printed Name: Paul A. Lamolev, P.E. ) Date: (Printed Title: Director of Transportation Operations ) FDOT Legal Review BY: (Signature) Date: Counsel (Printed Name: Elizabeth S. Quintana ) 28 375-020-52 MAINTENANCE OGC - 02/21 Page 8 of 8 Exhibit A STATE HIGHWAY LIGHTING, MAINTENANCE, AND COMPENSATION AGREEMENT For Fiscal Year 2026-2027 1.0 PURPOSE This exhibit defines the method and limits of compensation to be made to the MAINTAINING AGENCY for the services described in this Agreement and method by which payments will be made. 2.0 FACILITIES The lighting or lighting systems listed below, or in an attached spreadsheet, or other electronic form are included with this Agreement and represent the Facilities to be maintained by the MAINTAINING AGENCY: 1. See below spreadsheet 2. 3. 4. 5. 6. 3.0 COMPENSATION For the satisfactory completion of all services detailed in this Agreement, FDOT will pay the MAINTAINING AGENCY the Total Sum as provided in Section 2 of the Agreement. The MAINTAINING AGENCY will receive one single payment at the end of each fiscal year for satisfactory completion of service. The per -light unit rate shall increase by 3% each fiscal year. E.g., the per -light unit rate of $347.84 in fiscal year 2026 shall increase to $358.28 in fiscal year 2027. Total Payment Amount for each fiscal year is calculated by inputting the actual number of qualifying types of lights into the table below and multiplying by the unit rate and _%. Example: 330 (lights) x $ (unit rate) x 0.90 (90% requirement) = $ 0.00 Type of Light # of lights LED or HPS Unit rate 0.00% Total High Mast HPS 0.00 0.00 0.00 Standard HPS 0.00 0.00 0.00 Underdeck HPS 0.00 0.00 0.00 Sign HPS 0.00 0.00 0.00 High Mast LED 0.00 0.00 0.00 Standard LED 0.00 0.00 0.00 Underdeck LED 0.00 0.00 0.00 Sign LED 0.00 0.00 0.00 29 City of Sebastian Section City State Local Name I Mile Post Side i otai Type of Pole I Remarks ALP R�o�ar] I From I To Aluminum I Concrete I Wood I High I Other 8010000 Sebastian 5 US 1 17.131 17.681 E 0 FPL pole 3 concrete, 16 wood FPL 8010000 Sebastian 5 US 1 18.581 20.981 E 18 2 3 11 poles 8010000 Sebastian 5 US 1 17.131 17.681 W 0 8010000 Sebastian I 5 I US 1 18.581 20.981 W 20 2 9 9 11 wood FPL poles Maintained by Indian River 8050000 Sebastian 510 Wabasso Rd. 7.529 8.485 S 2 2 County, which are located at each corner of the 8050000 Sebastian 510 Wabasso Rd. 8.485 7.529 N 2 2 intersection (SR-510 @ US- 1). Note - they are mounted 4 12 20 0 4 30 CITY OF SEBASTIAN A� V OF 5 E Bqs �,I '92 4 2 Q' �v OFPELICP�` CITY COUNCIL STAFF REPORT DATE June 25, 2025 TO Honorable Mayor and City Council THRU Brian Benton, City Manager FROM Daniel Acosta, Chief of Police FY24 JAGC Edward Byrne Memorial Justice Assistance SUBJECT Grant (JAG) Program EXECUTIVE SUMMARY On May 19, 2025 we received notice of grant funds available to Indian River County as part of the Florida Department of Law Enforcement (FDLE) United States Dept. of Justice (USDOJ) for FY 2024 JAG funds. FDLE has allocated $53,327 to Indian River County, in accordance with the Florida JAG direct distribution provision of Chapter 11 D-9, Florida Administrative Code. Applications must be submitted prior to the Aug. 29, 2025 deadline. The grant funds can only be utilized for specific programs to include law enforcement. The police department plans to purchase equipment with the funds and will complete the grant by the Aug. 29, 2025 deadline. RECOMMENDATION Staff requests that the Sebastian City Council grant authorization for the application process for the FY24 Edward Byrne Memorial Justice Assistance Grant (JAG) Countywide State Solicitation in the amount of $10,665.00, approve the Mayor to sign the 51% letter to provide to the County Commission for submission, and approve the purchase after grant approval. ATTACHMENTS: 1. Grant Notice 2. Grant Information 3. 51 % Letter FUNDING SOURCE: Expenditure required $10,665.00 Additional Funds Needed: $ 0.00 Amount Budgeted $0 Funding source Edward Byrne Memorial JAG Program Grant 31 Daniel Acosta From: Criminal Justice <CriminalJustice@fdle.state.fl.us> Sent: Monday, May 19, 2025 4:20 PM To: Criminal Justice Subject: Coming Soon - FY2024 JAGC Solicitation CAUTION: This email originated from OUTSIDE our email system. PLEASE exercise caution when opening ANY attachments or clicking on links. ESPECIALLY from unknown senders. Good Afternoon Byrne JAG Partners: In anticipation of the FY2024 JAGC solicitation, and for planning purposes, we are providing the countv allocations. We are currently accepting the required Certificate of Participation and 51% process documents. In preparation of the solicitation release, each Board of County Commissioners (BOCC) must complete the Certificate of Participation to designate a County Coordinator. The Certificate of Participation must be completed and submitted to criminaliustice(@fdle.state.fl.us by Friday. June 20, 2025. The designated County Coordinator shall review the 51% process guide and facilitate the county's submission of required letters to criminaliustice@fdle.state.fl.us by Monday, June 30, 2025. Upon release of the solicitation in early July, the Office of Criminal Justice Grants will provide the application link to the County Coordinator. County Coordinators will be responsible for providing the portal link to all applicants listed on the 51% letters. If there are questions regarding the allowability of program activities, please contact our office at (850) 617-1250. Thank you and we look forward to working with you on this program. OFFICE OF CRIMNAL JUSTICE GRANTS Florida Department of Law Enforcement I Business Support Program (850) 617-1250 Post Office Box 1489, Tallahassee, FL 32302-1489 criminaliustice anfdle.state.fl.us www.fdle.state.fl.us I Office of Criminal Justice Grants Attention: Florida has a very broad public records law. Most written communications to or from state officials regarding state business are public records available to the public and media upon request. Your email communications may therefore be subject to public disclosure. Consider the environment before printing this e-mail. 32 This email has been scanned for spam and viruses by Proofpoint Essentials. Click here to report this email as spam. 33 FDLE Home (/Home.aspx) / FDLE Grant Program (/FDLE-Grants) > Open Funding Opportunities (/FDLE-Grants/Open-Funding-Opportunities) > FY24 JAGC FDLE Grant Program (/FDLE-Grants) Open Funding Opportunities (/FDLE-Grants/Open-Funding-Opportunities) Office of Criminal Justice Grants (/FDLE-Grants/Office-of-Criminal-Justice-Grants) Office of Planning and Budgeting (/FDLE-Grants/Office-of-Planning-and-Budgeting) Office of Criminal Justice Grants FY2024 JAG - Countywide (JAGC) DEADLINE: 11:59 PM EST on Friday, August 29, 2025 Overview The Edward Byrne Memorial Justice Assistance Grant — Countywide (JAGC) program focuses on improving the criminal justice system by funding initiatives within local and state agencies. JAGC funds may be used to implement programs in one of the following program areas: (1) law enforcement; (2) prosecution, courts, and indigent defense; (3) prevention and education; (4) corrections, community corrections, and reentry; (5) drug treatment and enforcement; (6) planning evaluation and technology improvements; (7) crime victim and witnesses; and (8) mental health. Eligibility The JAGC program is open to units of local government with an allocation determined by the state's formula -based funding matrix. Prospective subrecipients must assure the entities identified in the grant application are approved by the county via the 51% process, and all projects submitted in the application correspond to those approved through the local planning process. Project Period Subawards will be approved for a 6 to 18 month project period between October 1, 2024 and September 30, 2026. JAG Strategic Plan To comply with the new statewide strategic planning requirements outlined in Section 502 of the Omnibus Crime Control and Safe Streets Act, the Office of Criminal Justice Grants developed the State of Florida Byrne JAG Strategic Plan (/FDLE-Grants/OCJG-Documents/JAG-Stategic-Plan/2019_JAG-Strategic-Plan_FINAL.aspx). The strategic plan outlines key priorities for Florida's JAG funding based on results from the survey of local agency partners and state agency long range program plans. Subrecipients are strongly encouraged to fund projects addressing at least one of the identified priorities. Certificate of Participation - Deadline Friday, June 20, 2025 The Office of Criminal Justice Grants is currently accepting the signed Certification of Participation (/FDLE-Grants/OCJG-Documents/JAGC/FY2023/FY2023- Certificate-of-Participation.aspx) (COP) designating a county coordinator. The signed COP should be submitted electronically to criminaljustice@fdle.state.fl.us (ma iIto: criminaljustice@fdle. state.fl. us?subject=FY2019%20JAGC%2000P)by Monday, June 20, 2025. 51% Process - Deadline Monday, June 30, 2025 The Office of Criminal Justice Grants is currently accepting signed 51% letters. OCJG cannot approve any application until the 51% requirement is satisfied for the county. The signed letter should be submitted electronically to criminaljustice@fdle.state.fl.us (mailto:criminaljustice@fdle.state.fl.us? subject=FY2019%20JAGC%2051%25%20Letter) by Monday, June 30, 2025. For 51% letter requirements, please see the JAG -Countywide (JAGC) Application Process (/FDLE-Grants/Office-of-Criminal-Justice-Grants/Programs/JAG/JAG-Countywide-(1)) page. To ensure 51% Letters meet all requirements, County Coordinators are advised to review the 51% Letter Guide (https://rise.articulate.com/share/5UGhtKrRhHT8U Nyi4ogApE8eM8cT9ol T). 34 *Failure to submit the COP or 51 % letters by the deadlines above will result in the jurisdiction being deemed ineligible for FY2024 JAGC funding.* Application Instructions and Deadline - Friday, August 29, 2025 In order to apply, an application must be submitted through FDLE's new electronic grant system (AmpliFund) by 11:59 PM EST on Friday, August 29, 2025. No extensions of this deadline will be permitted. *County Coordinators are responsible for providing applicants with the application opportunity portal link.* Step-by-step instructions and a virtual training on how to apply for the JAG Countywide grant have been made available on the AmpliFund webpage (/FDLE- Grants/Office-of-Criminal-Justice-Grants/Resources/Resources/AmpliFund). Funding Opportunity Attachments • FY24 JAGC Allocations (/FDLE-Grants/OCJG-Documents/JAGC/FY2024/FY2024-JAGC-Allocations.aspx) • FY24 JAGC Certificate of Participation (/FDLE-Grants/OCJG-Documents/JAGC/FY2024/FY2024-Certificate-of-Participation.aspx) • FY24 JAGC County Coordinators (/FDLE-Grants/OCJG-Documents/JAGC/FY2024/FY2024-County-Coordinators.aspx) • FY24 JAGC Subsolicitation (/FDLE-Grants/OCJG-Documents/JAGC/FY2024/FY2024-JAGC-Subgrant-Sol icitation. aspx) Return to ton (https://www.fdle.state.fl.us '�`q_ (https://www.myflorida.com/) An official website of the State of Florida (https://www.myflorida.com/) Florida Department of Law Enforcement Priorities FDLE is composed of five areas: Executive Direction and Business Support, Criminal Investigations and Forensic Science, Criminal Justice Information, Criminal Justice Professionalism and Florida Capitol Police. FDLE's duties, responsibilities and procedures are mandated through Chapter 943 (/CJSTC/Publications/Florida-Statute-943.asp;c , FS, and Chapter 11 (/CJSTC/Publications/CJSTC-FAC-Rules.aspx), FAC. To learn more about these areas, read our Statement of Agency Organization and Operation (/About- U s/Docu me nts/StatementofAgencyOrg.aspx) or visit our Open Government page. (/Open-Government/Open-Government.aspx) (https://reefs ;Y(M*u1. goog' collection) About FDLE (/About- Performance reports Us.aspx) (L0_Pm__- Accessibility su _ ort Pp Government.asnx) (/FAQ/FDLE-Internet- Privacy_policy_(/Privacy_ Web -Site -FAQ) Policy.aspx) Office of the Inspector General (/OIG/OIG- Home.aspx) 35 M Cf SEBAS-T�_ N HOME OF PELICAN ISLAND OFFICE OF THE MAYOR 1225 Main Street, Sebastian, FL 32958 • (772) 321-5894 Mr. Cody Menacof Florida Dept. of Law Enforcement P.O. Box 1489 Tallahassee, FL 32302-1489 Dear Mr. Menacof, In compliance with State of Florida Rule 11 D-9, F.A.C., the City of Sebastian approves the distribution of $53,327 of Federal Fiscal Year 2024 Edward Byrne Memorial JAG Program funds for the following projects in Indian River County. Recipient Indian River County BOCC City of Fellsmere Town of Indian River Shores City of Vero Beach City of Sebastian Sincerely, Bob McPartlan, Mayor City of Sebastian Project Purpose Amount Law Enforcement Supplies & $10,667.00 Equipment Law Enforcement Supplies & $10,665.00 Equipment Law Enforcement Supplies & $10,665.00 Equipment Law Enforcement Supplies & $10,665.00 Equipment Law Enforcement Supplies & $10,665.00 Equipment Total: $53,327.00 36 CITY OF SEBASTIAN A� U of 5 EBgs �,I �2 4 Q' �v �FPELICP�` EXECUTIVE SUMMARY CITY COUNCIL STAFF REPORT DATE June 25, 2025 TO Honorable Mayor and City Council THRU Brian Benton, City Manager FROM Jessica Graham, Procurement Manager Consideration of the revised Amendment Four to the Agreement between the City of Sebastian and International SUBJECT Golf Maintenance to extend the Agreement, establish not to exceed budget amounts forthe remaining contractterms, and authorize the City Manager to execute. On May 28, 2025, the City Council considered Amendment Four to the Agreement between the City of Sebastian and International Golf Maintenance. However, the Council requested modifications to the agreement regarding Green Rolling. A new section (1.4.2 — Putting Green Maintenance — Green Rolling and Aerification) has been added to Amendment 4 to address the Council's request. This item is being brought back to get an official approval of the revisions made to Amendment Four. RECOMMENDATION On behalf of the Sebastian Golf Course, the Procurement Division recommends that the City Council approve the revised Amendment Four to the Agreement between the City of Sebastian and International Golf Maintenance to extend the Agreement, establish not to exceed budget amounts for the remaining contract terms, and authorize the City Manager to execute. ATTACHMENTS: 1. IGM Fourth Amendment —Vendor Signed FUNDING SOURCE: Expenditure required October 1, 2025 — September 30, 2026 October 1, 2026 — September 30, 2027 October 1, 2027 — September 30, 2028 October 1, 2028 — September 30, 2029 Additional Funds Needed: s o.00 Amount Budgeted: Not to Exceed $739,819.00 Not to Exceed $762,014.57 Not to Exceed $784,876.o1 Not to Exceed s8o8,423.29 Funding source Golf Course Operating Budget Golf Course Operating Budget Golf Course Operating Budget Golf Course Operating Budget 37 FOURTH AMENDMENT TO THE AGREEMENT BETWEEN THE CITY OF SEBASTIAN AND INTERNATIONAL GOLF MAINTENANCE, INC. This Amendment to the Agreement ("Amendment") is hereby made and entered into this day of , 2025, between the City of Sebastian, Florida, a municipal corporation of the State of Florida, hereinafter referred to as the "City" and International Golf Maintenance, Inc., ("Contractor"). WITNESSETH WHEREAS, the City and Contractor entered into an Agreement dated September 25, 2014, for the provision of Golf Course Maintenance Services at the Sebastian Municipal Golf Course ("Agreement"); and WHEREAS, the Parties executed the First Amendment to the original Agreement on September 28, 2016 to provide additional services; and WHEREAS, the Parties executed a Second Amendment to the original Agreement on July 27, 2022, to incorporate a rate adjustment; and WHEREAS, the Parties executed a Third Amendment to the original Agreement on August 28, 2024, to incorporate a rate adjustment and additional contract terms; and WHEREAS, the Parties now desire to amend the Original Agreement to: (1) provide for an extension of the Term of the Contract by four years, (2) incorporate a rate adjustment, and (3) incorporate additional contract terms. NOW THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS CONTAINED HEREIN, THE PARTIES AGREE TO THE FOLLOWING: AGREEMENT The above recitals are true, correct and are hereby found to be the intent of this Amendment. 2. The terms of the Original Agreement are hereby restated and incorporated herein by this reference. In the event of a conflict in terms, the terms of this Fourth Amendment shall supersede. 3. The Term of the Agreement will be extended by four (4) years to expire on September 30, 2029. 4. The attached "Exhibit A" shall be effective once the last party executes this document. International Golf Maintenance, Inc. Amendment Four Page 1 of 15 Document ID: 37EFF549B812670588436C9A771 BCBCB 38 5. The attached "Exhibit B" shall be effective on October 1, 2025. 6. Except to the extent specifically provided above, this Amendment shall not be interpreted or construed as waiving any rights, obligations, remedies, or claims the parties may otherwise have under the Original Agreement. 7. In all other respects except as modified herein, the terms of the Original Agreement shall remain in force and effect. [Remainder of page left intentionally blank; Signature page follows] International Golf Maintenance, Inc. Amendment Four Page 2 of 15 Document ID: 37EFF549B812670588436C9A771 BCBCB 39 IN WITNESS WHEREOF, and in acknowledgment that the parties hereto have read and understood each and every provision hereof, the parties have caused this Fourth Amendment to be executed as of the date first written above. INTERNATIONAL GOLF MAINTENANCE, INC. ID:2CC5B761-58BF-4A79-BCFC-5067F9295972 Digitally signed by <eburk@mggi.com, June 12, 2025 11:57 AM EDT K. Eric Burk CFO and Secretary Date: 06/12/2025 ATTEST Jeanette Williams, MMC City Clerk For the use and reliance of the City of Sebastian only. Approved as to form and legal sufficiency. Jennifer D. Cockcroft, Esq. City Attorney International Golf Maintenance, Inc. Amendment Four CITY OF SEBASTIAN, FL Brian Benton City Manager Date: Page 3 of 15 Document ID: 37EFF549B812670588436C9A771 BCBCB 40 APPENDIX 4 - ADDITIONAL CONTRACT TERMS International Golf Maintenance, Inc. Amendment Four Page 4 of 15 Document ID: 37EFF549B812670588436C9A771 BCBCB 41 APPENDIX 4 1.1 PRICE ADJUSTMENTS 1.1.1. In the event of unforeseen circumstances that directly impact the goods/services provided under this bid, the City of Sebastian will consider a written price adjustment request. 1.1.2. Upon receipt of the Contractor's written request for a price adjustment, the City may allow an escalation equal to the Sebastian -Vero Beach -West Vero Corridor, FL Consumer Price Index for "Other Services" as of May 1' of that current year, not to exceed 3% of that current vear's annual contract price. 1.1.3. The Contractor shall submit the price request to the Procurement Division thirty (30) calendar days before the requested effective increase date. The City may approve or deny a price increase at its sole discretion. Approval or denial of a price increase will be issued in writing by the Procurement Manager on behalf of the City Manager/City Council. 1.1.4. Any purchase order issued before the approval of the price increase will not be modified. 1.1.5. The Contractor shall only be entitled to an automatic increase in labor rates due to federal or state mandated minimum wage increases if request for adjustment is made at least 30 days before the effective change. 1.2 IMPROVEMENT PLAN 1.2.1. The City will measure and track the turf greens performance using the Improvement Plan provided by IGM. 1.2.2. IGM shall meet with the Director of Golf to implement a schedule to accomplish the improvement plan. 1.2.3. The Improvement Plan will be reviewed at the quarterly staff meetings. 1.2.4. Improvement Plan 1.2.4.1. Continue improving and managing turf health on the greens, allowing the City to further defer the need for full green replacement. 1.2.4.2. Complete the scheduled sand injection in 2025, further extending the life of the greens. 1.2.4.3. Purchase and install higher -quality tee markers included in yearly golf maintenance costs. 1.2.4.4. Increase turf density on smaller tee surfaces to accommodate high play volume. International Golf Maintenance, Inc. Page 5 of 15 Amendment Four 42 Document ID: 37EFF549B812670588436C9A771 BCBCB 1.2.4.5. Enhance the appearance of the back of the driving range tee and the practice area. 1.2.4.6. Promote turf growth along cart paths where sprinkler coverage was removed during the redesign. 1.2.4.7. Continue reducing Poa annua populations on the greens. 1.2.4.8. Provide an annual outline of major agronomic and cultural programs. 1.2.4.9. Assist the City in developing a drainage plan to address high water table issues on holes 15 and 16. 1.2.4.10. Collaborate with the City to implement a fertigation system at the pump station for more environmentally responsible nutrient delivery. 1.2.4.11. Work with the City to find the most efficient and cost-effective method to improve bunker conditions. 1.3 COMMUNICATION PLAN 1.3.1. Daily A. Daily interactions to discuss any needs, changes for the course, or play calendar. Changes are incorporated into the daily calendar. B. Tournament and Special Event Planning i. Ensure the Club's many tournaments and events, practice schedules, and any needed changes can be easily integrated into the calendar C. Bulletin Board Updates (as needed) i. Superintendent, Asst. Superintendent or designee shall provide an update to the Director of Golf on course conditions, progress and areas given special attention D. Stakeholders i. Director of Golf ii. Superintendent, and Asst. Superintendent 1.3.2. Monthly A. Monthly Written Report - Superintendent, Asst. Superintendent or designee shall provide a written report to the director of golf with the following information: i. Current operational efforts ii. Tactical changes that have occurred or may be required due to changes in conditions or course activities iii. Golf Course Facility Standards Checklist as required B. Course Ride (as needed) International Golf Maintenance, Inc. Amendment Four Page 6 of 15 Document ID: 37EFF549B812670588436C9A771 BCBCB 43 i. The contractor shall providejoint rides with the Superintendent, Asst. Superintendent and Director of Golf to review and discuss course conditions, needs, and opportunities. Higher frequencies may be needed during periods of particularly stressful weather conditions. C. Stakeholders i. Director of Golf i. Superintendent, and Asst. Superintendent, etc. 1.3.3. Quarterly In -Person Meeting A. Quarterly Progress Report i. Superintendent, Asst. Superintendent or designee shall provide a written report to the Director of Golf with the following information: • Progress toward plan goals • Operational items completed during the previous quarter • Identification of deviations from the plan and their causes, plus the status of any issues • Current and future activities B. Course Ride (as needed) i. Joint ride with stakeholders to review and discuss course conditions, needs, and opportunities. C. Operations Calendar i. Review the annual calendar that accommodates agronomic practices while maximizing play opportunities and course access. ii. Input from the meeting is recorded and used to develop the following year's annual plan. D. Stakeholders i. Procurement Manager ii. City Manager (if available) iii. Director of Golf iv. Superintendent, and Asst. Superintendent, etc. 1.3.4. Annual Communication A. Formal process to identify priorities and practices for the coming year (including agronomics plans), identification and prioritization of improvements that can be accomplished "in-house" with no additional expenses, and any operational practice updates International Golf Maintenance, Inc. Amendment Four Page 7 of 15 Document ID: 37EFF549B812670588436C9A771 BCBCB 44 B. Long Range Strategy and Planning i. Develop and discuss ideas for long-term improvements to course conditions and operational efficiency. These may include identifying priorities for capital investments and changes to maintenance practices and specifications. C. Emergency Response Planning i. Initiated at the start of full operations and updated annually • An integrated, comprehensive plan for protecting members and the course in case of emergency. D. Stakeholders i. Procurement Manager ii. City Manager (if available) iii. Director of Golf iv. Superintendent, and Asst. Superintendent 1.4 MAINTENANCE GUIDELINES 1.4.1. Putting Green Maintenance Task Frequency Notes HOC .110 to .180 based on season Greens Mowing 7x per Week Mowing direction will vary Repair ball marks Verticutting & Grooming Monthly May to September 2x per year In conjunction with aerification Topdressing Monthly Light dusting during growing season As -needed Light dusting during winter season Moving Hole Locations 5-7x per week Rotate to manage traffic wear Play Supplies Replaced 2x Per Year Flags, cups & flag poles REMAINDER OF PAGE INTENTIONALLY LEFT BLANK International Golf Maintenance, Inc. Amendment Four Page 8 of 15 Document ID: 37EFF549B812670588436C9A771 BCBCB 45 1.4.2. Putting Green Maintenance - Green Rolling and Aerification Task Frequency Aerification 2x per year 4x per year Green Rolling REQUIRED: 3x following each core aeration AS NEEDED 1.1.1. Green's Collars & Annroaches Task Frequency Mowing 2 - 3x per week Aerification 2x per year 1.1.2. Tees Task Mowing Topdressing Set -Up Tee markers Trash Divot boxes Ball washers Aerification International Golf Maintenance, Inc. Amendment Four Frequency 2 - 3x per week 2x per year Weekly With hole locations Daily Weekly Weekly 2x per year Notes 2" x 2" x 4" Coring 2" x 2" x 5" Solid Care shall be exercised to avoid rolling greens when saturated conditions are present. If heavy rains occur after aeration, the Contractor shall let the greens dry for at least a day, or as long as needed to prevent damage to the greens, before rolling again. Rolling will also be accomplished periodically throughout the year based on need (such as for special events) and as long as the Director of Golf and the Head GC Superintendent mutually agree that rolling would be beneficial. Notes Based on season During the growing season Notes HOC .450 to .500 based on season With Aeration Fill divots Rotate to manage traffic wear Emptied Cleaned & filled w/ sand Filled w/towels checked During the growing season Page 9 of 15 Document ID: 37EFF549B812670588436C9A771 BCBCB 46 1.1.3. Fairways & Rough Task Frequency Mowing 2 - 3x per week 2 Topdressing x per year Weekly Set -Up Notes HOC .450 to .500 based on season With Aeration Fill divots Tee markers With hole locations Rotate to manage traffic wear Trash Daily Emptied Divot boxes Weekly Cleaned & filled w/ sand Ball washers Weekly Filled w/ towels checked Aerification 2x per year During the growing season 1.1.4. Native Areas. Lakes, Ponds. Ditches & Swales Task Frequency Notes Mowing Maintain Buffer Per Audubon Standard Aquatic Management Provided by IGM 1.1.5. Bunkers Task Frequency Notes Raking All Bunkers 3-5x per week Edging Monthly Moving Slopes 1 x per week Based on the season Sand Supply 4" slopes & 5" bottom NTE 144 tons annually depth provided by IGM 1.1.6. Equipment & Irrigation Task Frequency Notes Equipment Supply Provided by IGM Equipment R & M Provided by IGM Per manufacturer schedule Irrigation Repairs & Maintenance Pump House, Field, and Provided by City Control System Protection Plan International Golf Maintenance, Inc. Amendment Four Page 10 of 15 47 Document ID: 37EFF549B812670588436C9A771 BCBCB Edging Utilities Pump Station Maintenance & Repair Fuel Provided by IGM Provided by IGM 1.1.7. Landscaped Area & Clubhouse Grounds Task Frequency Policing & Blowing Daily Shrub Pruning As -Needed Mowing 1 x per week Landscape Beds Mulching Maintain at least 2" Depth Edging With each mowing Tree Care As -needed up to 12' Edging At least 4x per year 1.1.8. Service & Detail Sprinklers, valve boxes, etc. Pump station, pumps & wells For all maintenance activities Notes Police for trash & blow debris To maintain desired shape & usage Refreshed & replenished 1 x per year Hard edge 4x per year To maintain shape & allow playability Sidewalks, patios & cart paths Task Frequency Notes Course Marking Provided by City IGM will provide paint Cart Path Repair Provided by City IGM will coordinate 1.1.9. Other Task Frequency Notes Audubon Membership Provided by IGM Soil and Water Tests Provided by IGM Background Checks Provided by IGM Upon hire Uniforms Provided by IGM Employee Training Program Provided by IGM Job Safety Program Provided by IGM Activity Reports Provided by IGM Daily verbal, monthly recap Internet & Phone Service Provided by IGM Utility Services Provided by City Waste Disposal Provided by City Organic waste disposed onsite International Golf Maintenance, Inc. Page 11 of 15 Amendment Four 48 Document ID: 37EFF549B812670588436C9A771 BCBCB 1.2 Agricultural Plan 1.2.1. Greens A. Weekly foliar fertilizer program on Greens i. Urea, Potassium Nitrate, Monopotassium Phospate, Magnesium and Calcium, minor package ii. Rotate with Potassium Nitrate, Iron, humic acid and seaweed extract iii. Primo each application B. When aerating i. Ammonium sulfate 5 days prior ii. 3-3-3 organic, Calcium and sulfate of potash with Mg, Mn and Zn brushed into holes C. Monthly i. Sulfate of potash with Magnesium and wetting agent ii. Other nutrients and amendments based on updated soil and tissue testing D. Fungicides i. Fairy Ring and Take -All Patch rotations in Spring, Summer -stress and Pythium rotations ii. in summer and leaf spot preventative rotations in fall/winter 1.2.2. Tees A. Fertilizer i. 15-0-15 2x ii. 24-0-11 with minors 2x iii. Ammonium sulfate 2x iv. 14-2-14 with Iron 1 x V. Organic 2x vi. Driving range and par 3 - 2x supplemental with complete analysis 1.2.3. Fairways A. Fertilizer i. 15-0-15 1 x International Golf Maintenance, Inc. Amendment Four Page 12 of 15 Document ID: 37EFF549B812670588436C9A771 BCBCB 49 ii. 24-0-11 with minors 2x iii. Ammonium sulfate I iv. 0-0-7 with Calcium I V. Organic 1 x 1.2.4. Bermuda Rough A. Fertilizer i. 15-0-15 1 x ii. 24-0-11 with minors 2x iii. Ammonium sulfate I iv. Organic 1 x 1.2.5. Pre -emergent Tees, Fairways and Bermuda Roughs A. February, May and October - Specticle B. October - Barricade or Specticle 1.2.6. Post -emergent Herbicides (as needed) A. Broadleaves - Speedzone, MSM and 2,4 - D combination products B. Other grassy weeds -Tenacity, MSM, Revolver, Quinclorac and Sencor C. Sedges - Dismiss, Sedgehammer, Monument and Certainty D. Poa - Kerb, Katana, Negate and Xonerate 1.2.7. Nematicides A. Combination of spray -able products on greens and organic treatment of Comand compost on select tees and fairways International Golf Maintenance, Inc. Amendment Four Page 13 of 15 Document ID: 37EFF549B812670588436C9A771 BCBCB 50 F0M- FY 2025-FY 2029 Pricing International Golf Maintenance, Inc. Amendment Four Page 14 of 15 Document ID: 37EFF549B812670588436C9A771 BCBCB 51 FY 2025-FY 2029 Golf Course Maintenance Yearly Cost October 1, 2025 - September 30, 2026 $739,819.00 Total Cost - Golf Course Maintenance October 1, 2026 - September 30, 2027 $762,014.57 Total Cost - Golf Course Maintenance October 1, 2027 - September 30, 2028 $784,876.01 Total Cost - Golf Course Maintenance October 1, 2028 - September 30, 2029 $808,423.29 Total Cost - Golf Course Maintenance International Golf Maintenance, Inc. Page 15 of 15 Amendment Four 52 Document ID: 37EFF549B812670588436C9A771 BCBCB CITY OF SEBASTIAN A� U CITY COUNCIL STAFF REPORT DATE June 25, 2025 TO Honorable Mayor and City Council THRU Brian Benton, City Manager FROM Jessica Graham, Procurement Manager Consideration of a purchase order for Florida Coast Equipment, LLC in the amount of $25,495.59 for one (1) SUBJECT Kubota Full Size Utility Vehicle for the Sebastian Municipal Airport and authorize the City Manager or designee to execute. EXECUTIVE SUMMARY In 2016, the Sebastian Municipal Airport (Airport) successfully secured a Florida Department of Transportation (FDOT) Grant for $130,000.00 to acquire stormwater equipment. With the grant, the City purchased a Caterpillar 3o8E2 Excavator. As the excavator was 9 years old and nearing the end of its serviceable use, the Airport received permission from FDOTto auction off the excavator and replace it with new equipment for maintaining the airport grounds. The Airport auctioned off the excavator on GovDeals and received $35,500.00. Per FDOT, we must reinvest the amount received back into the airport. Otherwise, 80% of the funds recovered would have to be returned to FDOT. The Airport intends to use the recovered funds to purchase one (1) Kubota Full Size Utility Vehicle, one (1) 6x12 landscape trailer (approximately $2600.00), one (1) disabled aircraft dolly (approximately $6000.00), and one (1) standard light aircraft tow dolly (approximately $s000). The 6x12 landscape trailer and aircraft dollies fall underthe City Council approval threshold. However, we wanted to make the Council aware of the Airport's plan to expend all available funds, to avoid returning funds to FDOT. Staff reached outto Florida Coast Equipment, LLC fora quote on one (1) Kubota Full Size Utility Vehicle and a two-year extended warranty. The Utility vehicle will be purchased through Florida Coast Equipment's State of Florida contract for Agriculture and Lawn Equipment. Cooperative purchasing is a type of governmental procurement that utilizes existing government (state or other) contracts and guarantees that the pricing and contract terms remain the same while the contract is active, including up to any renewal periods. In accordance with the State of Florida procurement statutes and the City of Sebastian Code of Ordinance 52-10(c)(2)(a), the procurement procedures carried out by the awarding agency are equivalent to the City of Sebastian's procurement process. At this time, Staff has determined that the recommended vendor is the most advantageous for meeting the City's needs. Staff is seeking approval for the cooperative purchase and issuance of a purchase order and authorization from the City Manager or designee to execute any necessary other RECOMMENDATION 53 On behalf of the Sebastian Municipal Airport, the Procurement Division recommends that the City Council approve a purchase order for Florida Coast Equipment, LLC in the amount of $25,495.59 for one (1) Kubota Full Size Utility Vehicle for the Sebastian Municipal Airport and authorize the City Manager or designee to execute. ATTACHMENTS: i. Procurement Justification 2. Florida Coast Equipment, LLC Quote 3. Florida Coast Equipment, LLC State of Florida Alternate Source Contract 4. FDOT JPA 437887-1-94-01 FUNDING SOURCE: Expenditure required $25,495.59 Additional Funds Needed: $ o.00 Amount Budgeted: $35,500.0o Amount received from the excavator sale. This is not a line item shown in the annual budget due to the uncertainty of the sale price. Funding source Recovered funds from the Caterpillar 3o8E2 Excavator sale. 54 CITY OF SjFj3ASTj,N]N HOME OF PELICAN ISLAND PROCUREMENT JUSTIFICATION A Competitive Solicitation is a formal process that requires sealed bids, provides an equal and open opportunity to qualified parties, and culminates in a selection based on criteria. A Competitive Quote is an informal process that provides an equal and open opportunity to qualified parties and culminates in a selection based on criteria. DATE: June 13, 2025 ❑ Invitation to Bid (ITB) ❑ Request for Proposal (RFP) TYPE OF PURCHASE: ❑ Request for Qualification (RFQ) ❑ Invitation to Quote (ITN) ✓0 Piggyback/Cooperative ❑ 3 Written Quotes PROPOSED VENDOR: Florida Coast Equipment, LLC ITEMS OR SERVICES Kubota Utility Vehicle REQUIRED: ADDITIONAL INFORMATION The Kubota Utility Vehicle will be purchased through their State of Florida contract for Agriculture and Lawn Equipment. In accordance with the State of Florida procurement statutes and the City of Sebastian Code of Ordinance §2-10(c)(2)(a), the procurement procedures carried out by the awarding agency are equivalent to the City of Sebastian's procurement process. Digitally signed by 11 Jessica Graham Date: 2025.06.16 Approved: 15:54:50-04'00' Jessica Graham, Procurement/Contracts Manager Procurement Division 1225 Main Street, Sebastian, FL 32958 Phone: 772-388-8231 (Rev. 12/2024) 55 DocuSign Envelope ID: 9C9ED223-9C2B-4BCF-836D-F89E492DOB35 Department of MANAGEMENT SERVICES We serve those who serve Florida CONTRACT AMENDMENT NO. 3 Contract No.: 25101900-21-STC Contract Name: Agriculture and Lawn Equipment This Contract Amendment to Contract No. 25101900-21-STC ("Contract") is made by the State of Florida, Department of Management Services ("Department") and Florida Coast Equipment, LLC ("Contractor"), with its principal place of business located at 1401 Forum Way, Ste. 100, West Palm Beach, FL 33401, collectively referred to herein as the "Parties." WHEREAS the Parties entered into the Contract which became effective on January 15, 2021 for the provision of Agriculture and Lawn Equipment; WHEREAS the Parties agree to renew the Contract as provided for in Attachment 1, Special Contract Conditions, subsection 2.2, Renewal; and WHEREAS the Parties agreed that the Contract may be amended by mutual agreement as provided in Attachment 1, Special Contract Conditions, subsection 6.9, Modification and Severability. ACCORDINGLY, and in consideration of the mutual promises contained in the Contract documents, the Parties agree as follows: I. Contract Amendment. Contract Attachment 9, Additional Special Contract Conditions, is hereby added and attached, which is incorporated into the Contract by reference herein. II. Contract Renewal. The Contract is renewed for a period of three years pursuant to the same terms and conditions of the contract and any executed written amendments, with a new Contract expiration date of December 31, 2026. III. The Contract is hereby amended to modify Section III, Contract, as follows: Contract. As used in this document, "Contract" (whether or not capitalized) shall, unless the context requires otherwise, include this document and all incorporated Attachments, which set forth the entire understanding of the Parties and supersedes all prior agreements. All modificationstothis Contract must be in writing and signed by all Parties. All Attachments listed below are incorporated in their entirety into, and form part of, this Contract. The Contract Attachments shall have priority in the order listed: a) Attachment 2, Scope of Work b) Attachment 7, Contractor's Submitted Product Group Discount Sheet (Attachment C) from ITB No. 20-25101900-ITB) c) Attachment 8, Contractor's Submitted MSRP List d) Attachment 5, Preferred Pricing Affidavit e) Attachment 6, Contractor's Submitted Price Sheet f) Attachment 9, Additional Special Contract Conditions Rev. 11/2/22 59 DocuSign Envelope ID: 9C9ED223-9C2B-4BCF-836D-F89E492DOB35 Department of MANAGEMENT SERVICES We serve those who serve Florida CONTRACT AMENDMENT NO. 3 Contract No.: 25101900-21-STC Contract Name: Agriculture and Lawn Equipment g) Attachment 1, Special Contract Conditions h) Attachment 3, Price Quote Form i) Attachment 4, Acknowledgement of Order IV. Warranty of Authority. Each person signing this Amendment warrants that he or she is duly authorized to do so and to bind the respective party. V. Conflict. To the extent any of the terms of this Amendment conflict with the terms of the Contract, the terms of this Amendment shall control. VI. Effect. Unless otherwise modified by this Amendment, all terms and conditions contained in the Contract shall continue in full force and effect. This Amendment is effective when signed by both Parties. IN WITNESS WHEREOF, the Parties have executed this Amendment by their duly authorized representatives. State of Florida: Department of Management Services By: FDocuSigned by: �",, �v Name: Tom Berger Title: Deputy Secretary of Business Operations Date:10/3/2023 1 10:21 AM EDT Contractor: Florida Coast Equipment, LLC by: By: FDOCUSIgned ft At.o1 po— �b43OUJ/l.-I/yU4-I S_.. Name: Joe Moreno Title: Contract Administrator Date:9/26/2023 1 3:47 PM EDT Rev. 11/2/22 60 DocuSign Envelope ID: 9C9ED223-9C2B-4BCF-836D-F89E492DOB35 Department of MANAGEMENT SERVICES We serve those who serve Florida ATTACHMENT 9 ADDITIONAL SPECIAL CONTRACT CONDITIONS A. Special Contract Conditions revisions: the corresponding subsections of the Special Contract Conditions referenced below are replaced in their entirety with the following: 2.2 Renewal. Upon written agreement, the Department and the Contractor may renewthe Contract in whole or in part only as set forth in the Contract documents, and in accordance with section 287.057(14), F.S. 3.4 Purchase Order. A Customer may use purchase orders to buy commodities or contractual services pursuant to the Contract and, if applicable, the Contractor must provide commodities or contractual services pursuant to purchase orders. Purchase orders issued pursuant to the Contract must be received by the Contractor no later than the close of business on the last day of the Contract's term. The Contractor is required to accept timely purchase orders specifying delivery schedules that extend beyond the Contract term even when such extended delivery will occur after expiration of the Contract. Purchase orders shall be valid through their specified term and performance bythe Contractor, and all terms and conditions of the Contract shall survive the termination or expiration of the Contract and apply to the Contractors performance. The duration of purchase orders for recurring deliverables shall not exceed the expiration of the Contract by more than twelve months. However, if an extended pricing plan offered in the state term or agency contract is selected by the ordering entity, the contract terms on pricing plans and renewals shall govern the maximum duration of purchase orders reflecting such pricing plans and renewals. Any purchase order terms and conditions conflicting with these Special Contract Conditions shall not become a part of the Contract. 3.7 Transaction Fees. The State of Florida, through the Department of Management Services, has instituted MyFloridaMarketPlace, a statewide eProcurement system. Pursuant to Section 287.057(24), F.S., all payments shall be assessed a Transaction Fee of one percent (1.0%), or as may otherwise be established by law, which the vendor shall pay to the State. For payments within the State accounting system (FLAIR or its successor), the Transaction Fee shall, when possible, be automatically deducted from payments to the vendor. If automatic deduction is not possible, the vendor shall pay the Transaction Fee pursuant to subsection 60A-1.031(2), F.A.C. By submission of these reports and corresponding payments, vendor certifies their correctness. All such reports and payments shall be subject to audit by the State or its designee. The vendor shall receive a credit for any Transaction Fee paid by the vendorfor the purchase of any item(s) if such item(s) are returned to the vendor through no fault, act, or omission of the vendor. Notwithstanding the foregoing, a Transaction Fee is non-refundable when an item 61 DocuSign Envelope ID: 9C9ED223-9C2B-4BCF-836D-F89E492DOB35 is rejected or returned, or declined, due to the vendor's failure to perform or comply with specifications or requirements of the agreement. Vendors will submit any monthly reports required pursuant to the rule. All such reports and payments will be subject to audit. Failure to comply with the payment of the Transaction Fees or submission of required reporting of transactions shall constitute grounds for declaring the Vendor in default. 5.1 Conduct of Business. The Contractor must comply with all laws, rules, codes, ordinances, and licensing requirements that are applicable to the conduct of its business, including those of federal, state, and local agencies having jurisdiction and authority. For example, the Contractor must comply with section 274A of the Immigration and Nationality Act, the Americans with Disabilities Act, Health Insurance Portability and Accountability Act, if applicable, and all prohibitions against discrimination on the basis of race, religion, sex, creed, national origin, handicap, marital status, or veteran's status. The provisions of subparagraphs 287.058(1)(a)- (c) and (g), F.S., are hereby incorporated by reference. Nothing contained within this Contract shall be construed to prohibit the Contractor from disclosing information relevant to performance of the Contract or purchase orderto members or staff of the Florida Senate or Florida House of Representatives. Pursuant to section 287.057(26), F.S., the Contractor shall answer all questions of, and ensure a representative will be available to, a continuing oversight team. The Contractor will comply with all applicable disclosure requirements set forth in section 286.101, F.S. In the event the Department of Financial Services issues the Contractor a final order determining a third or subsequent violation pursuant to section 286.101(7)(c), F.S., the Contractor shall immediately notify the Department and applicable Customers and shall be disqualified from Contract eligibility. 5.4 Convicted, Discriminatory, Antitrust Violator, and Suspended Vendor Lists. In accordance with sections 287.133, 287.134, and 287.137, F.S., the Contractor is hereby informed of the provisions of sections 287.133(2)(a), 287.134(2)(a), and 287.137(2)(a), F.S. For purposes of this Contract, a person or affiliate who is on the Convicted Vendor List, the Discriminatory Vendor List, or the Antitrust Violator Vendor List may not perform work as a contractor, supplier, subcontractor, or consultant under the Contract. The Contractor must notify the Department if it or any of its suppliers, subcontractors, or consultants have been placed on the Convicted Vendor List, the Discriminatory Vendor List, or the Antitrust Violator Vendor List during the term of the Contract. In accordance with section 287.1351, F.S., a vendor placed on the Suspended Vendor List may not enter into or renew a contract to provide any goods or services to an agency after its placement on the Suspended Vendor List. A firm or individual placed on the Suspended Vendor List pursuant to section 287.1351, F.S., the Convicted Vendor List pursuant to section 287.133, F.S., the Antitrust Violator Vendor List pursuant to section 287.137, F.S., or the Discriminatory Vendor List pursuant to section 287.134, F.S., is immediately disqualified from Contract eligibility. Additional Special Contract Conditions (approved by State Purchasing, 7/25/2023) 62 DocuSign Envelope ID: 9C9ED223-9C2B-4BCF-836D-F89E492DOB35 5.6 Cooperation with Inspector General and Records Retention. Pursuant to section 20.055(5), F.S., the Contractor understands and will comply with its duty to cooperate with the Inspector General in any investigation, audit, inspection, review, or hearing. Upon request of the Inspector General or any other authorized State official, the Contractor must provide any information the Inspector General deems relevant. Such information may include, but will not be limited to, the Contractor's business or financial records, documents, or files of any type or form that refer to or relate to the Contract. The Contractorwill retain such records forthe longerof five years afterthe expiration ortermination of the Contract, or the period required by the General Records Schedules maintained by the Florida Department of State, at the Department of State's Records Management website. The Contractor agrees to reimburse the State of Florida for the reasonable costs of investigation incurred by the Inspector General or other authorized State of Florida official for investigations of the Contractor's compliance with the terms of this or any other agreement between the Contractor and the State of Florida which results in the suspension or debarment of the Contractor. Such costs will include but will not be limited to: salaries of investigators, including overtime; travel and lodging expenses; and expert witness and documentary fees. The Contractor agrees to impose the same obligations to cooperate with the Inspector General and retain records on any subcontractors used to provide goods or services under the Contract. 6.10 Cooperative Purchasing. Pursuant to their own governing laws, and subject to the agreement of the Contractor, governmental entities that are not Customers may make purchases under the terms and conditions contained herein, if agreed to by Contractor. Such purchases are independent of the Contract between the Department and the Contractor, and the Department is not a party to these transactions. Agencies seeking to make purchases under this Contract are required to follow the requirements of Rule 60A-1.045(6), F.A.C. 8.1.1 Termination of Contract. The Department may terminate the Contract for refusal by the Contractor to comply with this section by not allowing access to all public records, as defined in Chapter 119, F.S., made or received by the Contractor in conjunction with the Contract unless the records are exempt from s. 24(a) of Art. I of the State Constitution and section 119.071(1), F.S. 8.1.2 Statutory Notice. Pursuant to section 119.0701(2)(a), F.S., for contracts for services with a contractor acting on behalf of a public agency, as defined in section 119.011(2), F.S., the following applies: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTYTO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE DEPARTMENT'S CUSTODIAN OF PUBLIC RECORDS AT PUBLICRECORDS(&DMS.FL.GOV, (850) 487-1082 OR 4050 ESPLANADE WAY, SUITE 160, TALLAHASSEE, FLORIDA 32399-0950. Pursuant to section 119.0701(2)(b), F.S., for contracts for services with a contractor acting on behalf of a public agency as defined in section 119.011(2), F.S., the Contractor shall: (a) Keep and maintain public records required by the public agency to perform the service. Additional Special Contract Conditions (approved by State Purchasing, 7/25/2023) 63 DocuSign Envelope ID: 9C9ED223-9C2B-4BCF-836D-F89E492DOB35 (b) Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, F.S., or as otherwise provided by law. (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure are not disclosed except as authorized by law for the duration of the Contract term and following the completion of the Contract if the Contractor does not transfer the records to the public agency. (d) Upon completion of the Contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the Contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the Contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. 12.1 Performance or Compliance Audits. The Department may conduct or have conducted performance and/or compliance audits of the Contractor and subcontractors as determined by the Department. The Department may conduct an audit and review all the Contractor's and subcontractors' data and records that directly relate to the Contract. To the extent necessary to verify the Contractor's fees and claims for payment under the Contract, the Contractor's agreements or contracts with subcontractors, partners, or agents of the Contractor, pertaining to the Contract, may be inspected by the Department upon fifteen (15) calendar days' notice, during normal working hours and in accordance with the Contractor's facility access procedures wherefacility access is required. Release statements from its subcontractors, partners, or agents are not required for the Department or its designee to conduct compliance and performance audits on any of the Contractor's contracts relating to this Contract. The Inspector General, in accordance with section 5.6, the State of Florida's Chief Financial Officer, and the Office of the Auditor General shall also have authority to perform audits and inspections. 13.2 E-Verify. The Contractor and its subcontractors shall register with and use the U.S. Department of Homeland Security's (DHS) E-Verify system to verify the work authorization status of all new employees of the contractor or subcontractor in accordance with section 448.095, F.S. The Contractor shall obtain an affidavit from its subcontractors in accordance with paragraph (5)(b) of section 448.095, F.S., and maintain a copy of such affidavit forthe duration of the Contract. B. Special Contract Conditions additions: the following subsection is added to the Special Contract Conditions: 12.3 Document Inspection. In accordance with section 216.1366, F.S., the Department or a state agency is authorized to inspect the: (a) financial records, papers, and documents of the Contractor that are directly related to the performance of the Contract or the expenditure of state funds; and (b) Additional Special Contract Conditions (approved by State Purchasing, 7/25/2023) 64 DocuSign Envelope ID: 9C9ED223-9C2B-4BCF-836D-F89E492DOB35 programmatic records, papers, and documents of the Contractor which the Department or state agency determines are necessary to monitor the performance of the Contract or to ensure that the terms of the Contract are being met. The Contractor shall provide such records, papers, and documents requested by the Department or a state agency within 10 Business Days after the request is made. Additional Special Contract Conditions (approved by State Purchasing, 7/25/2023) 65 DocuSign Envelope ID: C4B54778-5353-46C4-99DD-D5A396E90FF9 Department of MANAGEMI SERVICES We serve those who serve Florida AMENDMENT NO.: 2 Contract No.: 25101900-21-STC Contract Title: Agriculture and Lawn Equipment This Contract Amendment to Contract No. 25101900-21-STC ("Contract") is made by and between the State of Florida, Department of Management Services ("Department") and Florida Coast, Inc. ("Contractor"), with its principal place of business located at 346 Pike Road, Unit 7, West Palm Beach, FL 33411-3819, collectively referred to herein at the "Parties." WHEREAS, the Department entered into a Contract with the Contractor for the provision of agriculture and lawn equipment, effective January 15, 2021; WHEREAS, the Contract may be amended by mutual agreement as provided in Section 6.9, Modifications and Severability, of Attachment 1, Special Contract Conditions, of the Contract; and WHEREAS, the Contractor's name as listed in the Contract must be amended to reflect the Contractor's registered corporation name listed as active with the Florida Department of State, Division of Corporations; THEREFORE, in consideration of the mutual promises contained below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree to the following: I. Contract Amendment. The Contract shall be amended as follows: a. Contractor. Following the effective date of this Amendment, the term "Contractor" as used in the Contract shall refer to Florida Coast Equipment, LLC. Florida Coast Equipment, LLC, agrees to be bound by and fully perform all obligations, duties, and responsibilities, and to abide by all terms and conditions specified in the Contract as awarded to Florida Coast Equipment, Inc. b. Section 3.7 Transaction Fees, of Attachment 1, Special Contract Conditions is hereby deleted in its entirety and replaced with the following: 3.7 Transaction Fees. The State of Florida, through the Department of Management Services, has instituted MyFloridaMarketPlace, a statewide eProcurement system pursuant to section 287.057(24), F.S. All payments issued by Customers to registered Vendors for purchases of commodities or contractual services will be assessed Transaction Fees as prescribed by rule 60A-1.031, F.A.C., or as may otherwise be established by law. Vendors must pay the Transaction Fees and agree to automatic deduction of the Transaction Fees when automatic deduction becomes available. Vendors will submit any monthly reports required pursuant to the rule. All such reports and payments will be subject to audit. Failure to comply with the payment of the Transaction Fees or reporting Contract Name: Agriculture and Lawn Equipment Contract No.: 25101900-21-STC Page 1 of 2 66 DocuSign Envelope ID: C4B54778-5353-46C4-99DD-D5A396E90FF9 of transactions will constitute grounds for declaring the Vendor in default and subject the Vendor to exclusion from business with the State of Florida. c. Section 13.2 E-Verify, of Attachment 1, Special Contract Conditions is hereby deleted in its entirety and replaced with the following: 13.2 E-Verify. The Contractor and its subcontractors have an obligation to utilize the U.S. Department of Homeland Security's (DHS) E-Verify system for all newly hired employees in accordance with section 448.095, F.S. By executing this Contract, the Contractor certifies that it is registered with, and uses, the E-Verify system for all newly hired employees in accordance with section 448.095, F.S. The Contractor must obtain an affidavit from its subcontractors in accordance with paragraph (2)(b) of section 448.095, F.S., and maintain a copy of such affidavit for the duration of the Contract. The Contractor shall provide a copy of its DHS Memorandum of Understanding (MOU) to the Department's Contract Manager within five (5) days of Contract execution. This section serves as notice to the Contractor regarding the requirements of section 448.095, F.S., specifically sub -paragraph (2)(c)1, and the Department's obligation to terminate the Contract if it has a good faith belief that the Contractor has knowingly violated section 448.09(1), F.S. If terminated for such reason, the Contractor will not be eligible for award of a public contract for at least one (1) year after the date of such termination. The Department will promptly notify the Contractor and order the immediate termination of the contract between the Contractor and a subcontractor performing work on its behalf for this Contract should the Department have a good faith belief that the subcontractor has knowingly violated section 448.09(1), F.S. II. Conflict. To the extent any of the terms of this Amendment conflict with any other terms of the Contract, the terms of this Amendment shall control. III. Warranty of Authority. Each person signing this Amendment warrants that he or she is duly authorized to do so and to bind the respective party. IV. Effect. Unless otherwise modified by this Amendment, all terms and conditions contained in the Contract shall continue in full force and effect. The effective date of this Agreement shall be the date of the final signature to this Amendment. IN WITNESS THEREOF, the Parties hereto have caused this Amendment to be executed and incorporated into the Contract by their duly authorized undersigned officials. State of Florida: Department of Management Services DocuSigned by: By: E 235E9FA-OCBC456... Name: Brandon Spencer Title: State Purchasing, Deputy Director Date: 4/25/2023 1 4:01 PM EDT Contract Name: Agriculture and Lawn Equipment Contract No.: 25101900-21-STC Contractor: Florida Coast Equipment, LLC By: 5DocuSigned by: 6t, hbVt,bt.b Name: Joe Moreno Title: Government Sales Date: 4/25/2023 1 3:47 PM EDT Page 2 of 2 67 DocuSign Envelope ID: 9296912D-9345-4684-A59C-F6F45354F4B2 Department of MANAGEMENT SERVICES We serve those who serve Florida CONTRACT AMENDMENT NO. 1 Contract No.: 25101900-21-STC Contract Name: Agriculture and Lawn Equipment This Contract Amendment to Contract No. 25101900-21-STC ("Contract") is made by and between the State of Florida, Department of Management Services ("Department") and Florida Coast Equipment, Inc. ("Contractor"), with its principal place of business located at 346 Pike Road, Unit 7, Westy Palm Beach, FL 33411-3819, collectively referred to herein as the "Parties." WHEREAS the Parties entered into Contract No. 25101900-21-STC on January 19, 2021, for the provision of Agriculture and Lawn Equipment; and WHEREAS the Parties agreed that the Contract may be amended by mutual agreement as provided in Section 6.9, Modification and Severability, of Attachment 1, Special Contract Conditions ,. ACCORDINGLY, and in consideration of the mutual promises contained in the Contract documents, the Parties agree as follows: I. Contract Amendment. The Contract shall be amended as follows: a. All references to the term "price sheet" throughout the Contract are hereby amended to read as "product sheet." b. "Net Price" as defined in Section 2, Definitions, of Attachment 2, Scope of Work, is hereby deleted in its entirety and replaced with the following: Net Price - The final price paid by the Customer after applying all MSRP discounts and MSRP Credits. The Net Price for Base Equipment, OEM and Non -OEM Option(s), Part(s), Accessory(ies), and Implement(s); and their respective features, equipment, and components shall include all charges for the Commodity, including but not limited to packing, handling, freight, distribution, transportation, startup, pre -delivery, delivery, inspection, installation, construction, assembly, title, and registration. The Contractor may include shipping charges for OEM and Non -OEM Options, Parts, Accessories, and Implements that the customer orders separately from the Base Equipment. Additional charges for a Commodity shall not be charged outside of the Net Price unless expressly authorized within the Scope of Work. Charges and fees in excess of those that existed at the inception of the Contract may be extended to the Customer only if the amount of the increase is attributable to changes in market conditions. Prior to extending any such charge or fee to the Customer, the Contractor must request the Customer's approval by submitting documentation and justification for extending the amount of the charge or fee. The Contractor must explain the changes in market conditions that resulted in the charge or fee, identify the entity that determines and will receive the charge or fee (e.g., Contract Name: Agriculture and Lawn Equipment State Term Contract No. 25101900-21-STC Page 1 of 4 .: DocuSign Envelope ID: 9296912D-9345-4684-A59C-F6F45354F4B2 Manufacturer). The amount of the charge or fee extended to the Customer shall not exceed the difference between the amount of the charge or fee at the time the Contractor requests the Customer's approval and the amount of the charge or fee that existed at the inception of the Contract. The Customer may approve or deny the charge or fee request. If deemed necessary by the Customer or the Contractor, the request may be escalated to the Department by submitting the same documentation that was submitted to the Customer to the Contract Manager. The Department reserves the exclusive right to approve or deny the escalated charge or fee request. If the charge or fee request is denied, the Contractor may withdraw the PQF. After obtaining written approval to extend the charge or fee, the approved amount of the charge or fee must be listed separately on the PQF. The Contractor shall provide documentation of approval by the Customer or Department with the PQF that includes the charge or fee. c. The contract is amended to replace Section 3.24, MSRP List and Product Adjustments, of Attachment 2, Scope of Work, in its entirety: 3.24 MSRP List and MSRP List Adjustments The Contractor shall submit a complete MSRP List for each Manufacturer/Brand Name and Group or Sub -Group for which the Contractor received an award that includes all Base Equipment -and OEM Options offered, and that may include OEM Parts, Accessories, and Implements and Non -OEM Options, Parts, Accessories, and Implements. The Commodities listed on the MSRP List must match the Commodities listed on the Product Sheet. The MSRP List is subject to the Department's approval. The MSRP List shall include the following for each Commodity: The Manufacturer/Brand Model Number, the Manufacturer/Brand Item Description, and the MSRP at the time of submission. The Contractor shall include a cover page, which shall provide the applicable Group or Sub -Group, Manufacturer/Brand Name, and MSRP List date. The Department shall be the final arbiter for any disputes as to the accuracy of the MSRP at the time a Price Quote Form is received by the requesting Customer. The Contractor may add products to and remove products from the MSRP List at any time during the life of the Contract by submitting a complete and revised MSRP List. Revised MSRP Lists must be accompanied by a revised Product Sheet, as described in Section 3.25, Product Sheet and Product Sheet Adjustments, as well as a list of all changes made from the previously submitted version of the MSRP List. Commodities added must be from a Manufacturer/Brand Name for which the Contractor received an award and fall within the scope of a Group or Sub - Group for which the Contractor received an award. Products removed must be discontinued and no longer available from the Manufacturer. The Contractor shall be responsible for removing all non -eligible and unacceptable Commodities under the Contract from the Contractor's MSRP List. d. The Contract is amended to replace Section 3.25, Price Sheet and Price Adjustments, of Attachment 2, Scope of Work, in its entirety: 3.25 Product Sheet and Product Sheet Adjustments The Contractor shall submit a complete Product Sheet to include all Base Equipment and OEM Options, Parts, Accessories, and Implements for each Manufacturer/Brand and Group or Sub - Group for which the Contractor received an award. The Commodities listed on the product sheet must match the Commodities listed on the MSRP List. The Product Sheet is subject to the Department's approval. The Product Sheet shall be provided in Excel format and include a separate tab for each Group and Sub -Group. Each tab shall include, at minimum, the following information for each Commodity offered under that Group: Contract Name: Agriculture and Lawn Equipment State Term Contract No. 25101900-21-STC Page 2 of 4 DocuSign Envelope ID: 9296912D-9345-4684-A59C-F6F45354F4B2 • Brand/Manufacturer Name (as shown on the Product Group Discount Sheet); • Commodity Type (i.e., Base Equipment; OEM Option, Part, Accessory, or Implement); • Model number or other identifier that Customers can use to locate the Commodity on the Manufacturer's website; • Model number(s) of Base Equipment for and associated with the OEM Option, Part, Accessory, or Implement; • Description; and • MSRP Discount (as shown on the Product Group Discount Sheet for the Commodity type). The Contractor may add products to the Product Sheet at any time during the life of the Contract by submitting a complete and revised Product Sheet. Products added must be from a Manufacturer/Brand Name for which the Contractor received an award and fall within the scope of a Group or Sub -Group for which the Contractor received an award. The Contractor may delete products from the Product Sheet by providing a justification to the Department with approval from the Department. Any product deletions require the Contractor to submit a complete and revised Product Sheet, and shall include a revised MSRP List, as described in Section 3.24, MSRP List and MSRP List Adjustments, as well as a list of all changes made from the previously submitted version of the MSRP List. The Contractor shall immediately notify the Department in writing if the Contractor is unable to provide the awarded Manufacturer/Brand. The Contractor shall be responsible for removing all non -eligible and unacceptable Commodities under the Contract from the Contractor's product sheet. e. Attachment 6, Contractor's Submitted Price Sheet, is hereby deleted and replaced in its entirety with the attached Exhibit A, Product Sheet. Exhibit A, Product Sheet, shall replace and retain the priority of Attachment 6, Price Sheet, in Section III of the Contract. f. Section 5.4 Suspended, Convicted, and Discriminatory Vendor Lists, of Attachment 1, Special Contract Conditions is hereby deleted in its entirety and replaced with the following: 5.4 Suspended, Convicted, Discriminatory, and Antitrust Violator Vendor Lists. In accordance with sections 287.042, 287.133, 287.134, and 287.137, F.S., an entity or affiliate who is on the Suspended Vendor List, Convicted Vendor List, Discriminatory Vendor List, or Antitrust Violator Vendor List may not perform work as a contractor, supplier, subcontractor, or consultant under the Contract. The Contractor must notify the Department if it or any of its suppliers, subcontractors, or consultants have been placed on the Suspended Vendor List, Convicted Vendor List, Discriminatory Vendor List, or Antitrust Violator Vendor List during the term of the Contract. g. Section 12.3 Inspection of Records, Papers, and Documents, of Attachment 1 Special Contract Conditions is hereby added with the following terms: 12.3 Inspection of Records, Papers, and Documents. Contract Name: Agriculture and Lawn Equipment State Term Contract No. 25101900-21-STC Page 3 of 4 70 DocuSign Envelope ID: 9296912D-9345-4684-A59C-F6F45354F4B2 In accordance with section 216.1366, F.S., the Department is authorized to inspect the: (a) financial records, papers, and documents of the Contractor that are directly related to the performance of the Contract or the expenditure of state funds; and (b) programmatic records, papers, and documents of the Contractor which the Department determines are necessary to monitor the performance of the Contract or to ensure that the terms of the Contract are being met. The Contractor shall provide such records, papers, and documents requested by the Department within 10 Business Days after the request is made. II. Conflict. Except as expressly amended and supplemented by this Amendment, the terms and conditions of the Contract will remain in effect unchanged. If and to the extent that any inconsistency may appear between the Contract and this Amendment, the provisions of this Amendment shall control. III. Effect. Unless otherwise modified by this Amendment, all terms and conditions contained in the Contract shall continue in full force and effect. This Amendment is effective when signed by both Parties. IN WITNESS WHEREOF, the Parties have executed this Amendment by their duly authorized representatives. State of Florida: Department of Management Services DocuSigned by: B FP1 4a Q�,In,� - y aI A99964E�t_ Name: Pedro Allende Title: Secretary Date: 10/19/2022 1 10:57 AM EDT Contract Name: Agriculture and Lawn Equipment State Term Contract No. 25101900-21-STC Contractor: Florida Coast Equipment, Inc. By: �DocuSigned by: b'✓ �l bVt bt b Joe Moreno Name: Title: Government Sales Date: 10/3/2022 1 3:53 PM EDT Page 4 of 4 71 DocuSign Envelope ID: 2FBA4B5F-2CDO-4291-B26E-66EC2DOF798D Department of ' MANAGEMENT SERVICES We serve those who serve Florida State Term Contract No. 25101900-21-STC Agriculture and Lawn Equipment This Contract is between the State of Florida, Department of Management Services (Department), an agency of the State of Florida, and Florida Coast Equipment, Inc. (Contractor), collectively referred to herein as the "Parties." Accordingly, the Parties agree as follows: Initial Contract Term. The Initial Contract Term shall be for three (3) years. The Initial Contract Term shall begin on January 1, 2021, or on the last date it is signed by all Parties, whichever is later. The Contract shall expire on December 31, 2023, unless terminated earlier in accordance with the Special Contract Conditions. II. Renewal Term. Upon mutual written agreement, the Parties may renew this Contract, in whole or in part, for a Renewal Term not to exceed the Initial Contract Term, pursuant to the incorporated Special Contract Conditions. III. Contract. As used in this document, "Contract" (whether or not capitalized) shall, unless the context requires otherwise, include this document and all incorporated Attachments, which set forth the entire understanding of the Parties and supersedes all prior agreements. All modifications to this Contract must be in writing and signed by all Parties. All Attachments listed below are incorporated in their entirety into, and form part of, this Contract. The Contract Attachments shall have priority in the order listed: a) Attachment 2, Scope of Work b) Attachment 7, Contractor's Submitted Product Group Discount Sheet (Attachment C) from ITB No. 20-25101900-ITB) c) Attachment 8, Contractor's Submitted MSRP List d) Attachment 5, Preferred Pricing Affidavit e) Attachment 6, Contractor's Submitted Price Sheet f) Attachment 1, Special Contract Conditions g) Attachment 3, Price Quote Form h) Attachment 4, Acknowledgement of Order Page 1 of 2 72 DocuSign Envelope ID: 2FBA4B5F-2CDO-4291-B26E-66EC2DOF798D IV. Contract Management. Department's Contract Manager: Shaveon Nelson Division of State Purchasing Florida Department of Management Services 4050 Esplanade Way, Suite 370.1X Tallahassee, Florida 32399-0950 Telephone: (850) 922-1214 Email: Shaveon.Nelson (50ms.fl.gov Contractor's Contract Manager: Joe Moreno Florida Coast Equipment, Inc. 346 Pike Road, Unit 7 West Palm Beach, FL 33411 Telephone: (561) 2092705 Ext. 320 Email: JMoreno(a-)-floridacoasteq.com IN WITNESS THEREOF, the Parties hereto have caused this Contract, which includes the incorporated Attachments, to be executed by their undersigned officials as duly authorized. This Contract is not valid and binding until signed and dated by the Parties. Florida Coast Equipment, Inc F6t QocuSigned by: I,ItIIT�iTllllt... [Name]Joe Moreno 1/13/2021 1 3:14 PM EST Date: STATE OF FLORIDA, DEPARTMENT OF MANAGEMENT SERVICES DocuSigned by: a Tami Fillyaw, Chief of Staff 1/15/2021 1 10:09 AM EST Date: Page 2 of 2 73 DocuSign Envelope ID: 2FBA4B5F-2CDO-4291-B26E-66EC2DOF798D ATTACHMENT 1 SPECIAL CONTRACT CONDITIONS JULY 1, 2019 VERSION Table of Contents SECTION 1. DEFINITION...........................................................................................................................2 SECTION 2. CONTRACT TERM AND TERMINATION.................................................................................2 SECTION 3. PAYMENT AND FEES.............................................................................................................3 SECTION 4. CONTRACT MANAGEMENT..................................................................................................4 SECTION 5. COMPLIANCE WITH LAWS....................................................................................................6 SECTION 6. MISCELLANEOUS..................................................................................................................7 SECTION 7. LIABILITY AND INSURANCE........................................................................................................... 9 SECTION 8. PUBLIC RECORDS, TRADE SECRETS, DOCUMENT MANAGEMENT, AND INTELLECTUAL PROPERTY..............................................................................................................................................10 SECTION 9. DATA SECURITY..................................................................................................................12 SECTION 10. GRATUITIES, LOBBYING, AND COMMUNICATIONS..........................................................13 SECTION 11. CONTRACT MONITORING................................................................................................14 SECTION 12. CONTRACT AUDITS...........................................................................................................15 SECTION 13. BACKGROUND SCREENING AND SECURITY......................................................................16 SECTION 14. WARRANTY OF CONTRACTOR'S ABILITY TO PERFORM....................................................17 In accordance with Rule 60A-1.002(7), F.A.C., Form PUR 1000 is included herein by reference but is superseded in its entirety by these Special Contract Conditions. SP approved version 7-1-2019 1 74 DocuSign Envelope ID: 2FBA4B5F-2CDO-4291-B26E-66EC2DOF798D SECTION 1. DEFINITION. The following definition applies in addition to the definitions in Chapter 287, Florida Statutes (F.S.), and Rule Chapter 60A-1, Florida Administrative Code (F.A.C.): 1.1 Customer. The agency or eligible user that purchases commodities or contractual services pursuant to the Contract. SECTION 2. CONTRACT TERM AND TERMINATION. 2.1 Initial Term. The initial term will begin on the date set forth in the Contract documents or on the date the Contract is signed by all Parties, whichever is later. 2.2 Renewal. Upon written agreement, the Department and the Contractor may renew the Contract in whole or in part only as set forth in the Contract documents, and in accordance with section 287.057(13), F.S. 2.3 Suspension of Work and Termination. 2.3.1 Suspension of Work. The Department may, at its sole discretion, suspend any or all activities under the Contract, at any time, when it is in the best interest of the State of Florida to do so. The Customer may suspend a resulting contract or purchase order, at any time, when in the best interest of the Customer to do so. The Department or Customer will provide the Contractor written notice outlining the particulars of the suspension. After receiving a suspension notice, the Contractor must comply with the notice and will cease the performance of the Contract or purchase order. Suspension of work will not entitle the Contractor to any additional compensation. The Contractor will not resume performance of the Contract or purchase order until so authorized by the Department. 2.3.2 Termination for Convenience. The Contract may be terminated by the Department in whole or in part at any time, in the best interest of the State of Florida. If the Contract is terminated before performance is completed, the Contractor will be paid only for that work satisfactorily performed for which costs can be substantiated. Such payment, however, may not exceed an amount which is the same percentage of the Contract price as the amount of work satisfactorily performed. All work in progress will become the property of the Customer and will be turned over promptly by the Contractor. 2.3.3 Termination for Cause. If the performance of the Contractor is not in compliance with the Contract requirements or the Contractor has defaulted, the Department may: (a) immediately terminate the Contract; (b) notify the Contractor of the noncompliance or default, require correction, and specify the date by which the correction must be completed before the Contract is terminated; or (c) take other action deemed appropriate by the Department. SP approved version 7-1-2019 2 75 DocuSign Envelope ID: 2FBA4B5F-2CDO-4291-B26E-66EC2DOF798D SECTION 3. PAYMENT AND FEES. 3.1 Pricing. The Contractor will not exceed the pricing set forth in the Contract documents. 3.2 Price Decreases. The following price decrease terms will apply to the Contract: 3.2.1 Quantity Discounts. Contractor may offer additional discounts for one-time delivery of large single orders; 3.2.2 Preferred Pricing. The Contractor guarantees that the pricing indicated in this Contract is a maximum price. Additionally, Contractor's pricing will not exceed the pricing offered under comparable contracts. Comparable contracts are those that are similar in size, scope, and terms. In compliance with section 216.0113, F.S., Contractor must annually submit an affidavit from the Contractor's authorized representative attesting that the Contract complies with this clause. 3.2.3 Sales Promotions. In addition to decreasing prices for the balance of the Contract term due to a change in market conditions, the Contractor may conduct sales promotions involving price reductions for a specified lesser period. The Contractor must submit documentation identifying the proposed: (1) starting and ending dates of the promotion, (2) commodities or contractual services involved, and (3) promotional prices compared to then -authorized prices. 3.3 Payment Invoicing. The Contractor will be paid upon submission of invoices to the Customer after delivery and acceptance of commodities or contractual services is confirmed by the Customer. Invoices must contain sufficient detail for an audit and contain the Contract Number and the Contractor's Federal Employer Identification Number. 3.4 Purchase Order. A Customer may use purchase orders to buy commodities or contractual services pursuant to the Contract and, if applicable, the Contractor must provide commodities or contractual services pursuant to purchase orders. Purchase orders issued pursuant to the Contract must be received by the Contractor no later than the close of business on the last day of the Contract's term. The Contractor is required to accept timely purchase orders specifying delivery schedules that extend beyond the Contract term even when such extended delivery will occur after expiration of the Contract. Purchase orders shall be valid through their specified term and performance by the Contractor, and all terms and conditions of the Contract shall survive the termination or expiration of the Contract and apply to the Contractor's performance. The duration of purchase orders for recurring deliverables shall not exceed the expiration of the Contract by more than twelve months. Any purchase order terms and conditions conflicting with these Special Contract Conditions shall not become a part of the Contract. 3.5 Travel. Travel expenses are not reimbursable unless specifically authorized by the Customer in writing and may be reimbursed only in accordance with section 112.061, F.S. SP approved version 7-1-2019 76 DocuSign Envelope ID: 2FBA4B5F-2CDO-4291-B26E-66EC2DOF798D 3.6 Annual Appropriation. Pursuant to section 287.0582, F.S., if the Contract binds the State of Florida or an agency for the purchase of services or tangible personal property for a period in excess of one fiscal year, the State of Florida's performance and obligation to pay under the Contract is contingent upon an annual appropriation by the Legislature. 3.7 Transaction Fees. The State of Florida, through the Department of Management Services, has instituted MyFloridaMarketPlace, a statewide eProcurement system pursuant to section 287.057(22), F.S. All payments issued by Customers to registered Vendors for purchases of commodities or contractual services will be assessed Transaction Fees as prescribed by rule 60A-1.031, F.A.C., or as may otherwise be established by law. Vendors must pay the Transaction Fees and agree to automatic deduction of the Transaction Fees when automatic deduction becomes available. Vendors will submit any monthly reports required pursuant to the rule. All such reports and payments will be subject to audit. Failure to comply with the payment of the Transaction Fees or reporting of transactions will constitute grounds for declaring the Vendor in default and subject the Vendor to exclusion from business with the State of Florida. 3.8 Taxes. Taxes, customs, and tariffs on commodities or contractual services purchased under the Contract will not be assessed against the Customer or Department unless authorized by Florida law. 3.9 Return of Funds. Contractor will return any overpayments due to unearned funds or funds disallowed pursuant to the terms of the Contract that were disbursed to the Contractor. The Contractor must return any overpayment within forty (40) calendar days after either discovery by the Contractor, its independent auditor, or notification by the Department or Customer of the overpayment. SECTION 4. CONTRACT MANAGEMENT. 4.1 Composition and Priority. The Contractor agrees to provide commodities or contractual services to the Customer as specified in the Contract. Additionally, the terms of the Contract supersede the terms of all prior agreements between the Parties on this subject matter. 4.2 Notices. All notices required under the Contract must be delivered to the designated Contract Manager in a manner identified by the Department. 4.3 Department's Contract Manager. The Department's Contract Manager, who is primarily responsible for the Department's oversight of the Contract, will be identified in a separate writing to the Contractor upon Contract signing in the following format: Department's Contract Manager Name SP approved version 7-1-2019 4 77 DocuSign Envelope ID: 2FBA4B5F-2CDO-4291-B26E-66EC2DOF798D Department's Name Department's Physical Address Department's Telephone # Department's Email Address If the Department changes the Contract Manager, the Department will notify the Contractor. Such a change does not require an amendment to the Contract. 4.4 Contractor's Contract Manager. The Contractor's Contract Manager, who is primarily responsible for the Contractor's oversight of the Contract performance, will be identified in a separate writing to the Department upon Contract signing in the following format: Contractor's Contract Manager Name Contractor's Name Contractor's Physical Address Contractor's Telephone # Contractor's Email Address If the Contractor changes its Contract Manager, the Contractor will notify the Department. Such a change does not require an amendment to the Contract. 4.5 Diversity. 4.5.1 Office of Supplier Diversity. The State of Florida supports its diverse business community by creating opportunities for woman-, veteran-, and minority -owned small business enterprises to participate in procurements and contracts. The Department encourages supplier diversity through certification of woman-, veteran-, and minority -owned small business enterprises and provides advocacy, outreach, and networking through regional business events. For additional information, please contact the Office of Supplier Diversity (OSD) at osdinfo@dms.myflorida.com. 4.5.2 Diversity Reporting. Upon request, the Contractor will report to the Department its spend with business enterprises certified by the OSD. These reports must include the time period covered, the name and Federal Employer Identification Number of each business enterprise utilized during the period, commodities and contractual services provided by the business enterprise, and the amount paid to the business enterprise on behalf of each agency purchasing under the Contract. 4.6 RESPECT. Subject to the agency determination provided for in section 413.036, F.S., the following statement applies: IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT ANY ARTICLES THAT ARE THE SUBJECT OF, OR REQUIRED TO CARRY OUT, THIS CONTRACT SHALL BE PURCHASED FROM A NONPROFIT AGENCY FOR THE BLIND OR FOR THE SEVERELY HANDICAPPED THAT IS QUALIFIED PURSUANT TO CHAPTER 413, FLORIDA STATUTES, IN THE SAME MANNER AND UNDER THE SAME PROCEDURES SET FORTH IN SECTION 413.036(1) AND (2), FLORIDA STATUTES; SP approved version 7-1-2019 78 DocuSign Envelope ID: 2FBA4B5F-2CDO-4291-B26E-66EC2DOF798D AND FOR PURPOSES OF THIS CONTRACT THE PERSON, FIRM, OR OTHER BUSINESS ENTITY CARRYING OUT THE PROVISIONS OF THIS CONTRACT SHALL BE DEEMED TO BE SUBSTITUTED FOR THE STATE AGENCY INSOFAR AS DEALINGS WITH SUCH QUALIFIED NONPROFIT AGENCY ARE CONCERNED. Additional information about RESPECT and the commodities or contractual services it offers is available at httiDs://www.resr)ectofflorida.orq. !IIrI,1"Hl9l2111 Subject to the agency determination provided for in sections 287.042(1) and 946.515, F.S., the following statement applies: IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT ANY ARTICLES WHICH ARE THE SUBJECT OF, OR REQUIRED TO CARRY OUT, THIS CONTRACT SHALL BE PURCHASED FROM THE CORPORATION IDENTIFIED UNDER CHAPTER 946, F.S., IN THE SAME MANNER AND UNDER THE SAME PROCEDURES SET FORTH IN SECTION 946.515(2) AND (4), F.S.; AND FOR PURPOSES OF THIS CONTRACT THE PERSON, FIRM, OR OTHER BUSINESS ENTITY CARRYING OUT THE PROVISIONS OF THIS CONTRACT SHALL BE DEEMED TO BE SUBSTITUTED FOR THIS AGENCY INSOFAR AS DEALINGS WITH SUCH CORPORATION ARE CONCERNED. Additional information about PRIDE and the commodities or contractual services it offers is available at httr)s://www.iDride-enteriDrises.orq. SECTION 5. COMPLIANCE WITH LAWS. 5.1 Conduct of Business. The Contractor must comply with all laws, rules, codes, ordinances, and licensing requirements that are applicable to the conduct of its business, including those of federal, state, and local agencies having jurisdiction and authority. For example, the Contractor must comply with section 274A of the Immigration and Nationality Act, the Americans with Disabilities Act, Health Insurance Portability and Accountability Act, if applicable, and all prohibitions against discrimination on the basis of race, religion, sex, creed, national origin, handicap, marital status, or veteran's status. The provisions of subparagraphs 287.058(1)(a)-(c), and (g), F.S., are hereby incorporated by reference. 5.2 Dispute Resolution, Governing Law, and Venue. Any dispute concerning performance of the Contract shall be decided by the Department's designated Contract Manager, who will reduce the decision to writing and serve a copy on the Contractor. The decision of the Contract Manager shall be final and conclusive. Exhaustion of this administrative remedy is an absolute condition precedent to the Contractor's ability to pursue legal action related to the Contract or any other form of dispute resolution. The laws of the State of Florida govern the Contract. The Parties submit to the jurisdiction of the courts of the State of Florida exclusively for any legal action related to the Contract. Further, the Contractor hereby waives all privileges and rights relating to venue it may have under Chapter 47, F.S., and all such venue privileges and rights it may have under any other statute, rule, or case law, including, but not limited to, those based on convenience. The Contractor hereby submits to venue in the county chosen by the Department. 5.3 Department of State Registration. SP approved version 7-1-2019 79 DocuSign Envelope ID: 2FBA4B5F-2CDO-4291-B26E-66EC2DOF798D Consistent with Title XXXVI, F.S., the Contractor and any subcontractors that assert status, other than a sole proprietor, must provide the Department with conclusive evidence of a certificate of status, not subject to qualification, if a Florida business entity, or of a certificate of authorization if a foreign business entity. 5.4 Suspended, Convicted, and Discriminatory Vendor Lists. In accordance with sections 287.042, 287.133, and 287.134, F.S., an entity or affiliate who is on the Suspended Vendor List, Convicted Vendor List, or Discriminatory Vendor List may not perform work as a contractor, supplier, subcontractor, or consultant under the Contract. The Contractor must notify the Department if it or any of its suppliers, subcontractors, or consultants have been placed on the Suspended Vendor List, Convicted Vendor List, or Discriminatory Vendor List during the term of the Contract. 5.5 Scrutinized Companies - Termination by the Department. The Department may, at its option, terminate the Contract if the Contractor is found to have submitted a false certification as provided under section 287.135(5), F.S., or been placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or been engaged in business operations in Cuba or Syria, or to have been placed on the Scrutinized Companies that Boycott Israel List or is engaged in a boycott of Israel. 5.6 Cooperation with Inspector General and Records Retention. Pursuant to section 20.055(5), F.S., the Contractor understands and will comply with its duty to cooperate with the Inspector General in any investigation, audit, inspection, review, or hearing. Upon request of the Inspector General or any other authorized State official, the Contractor must provide any information the Inspector General deems relevant to the Contractor's integrity or responsibility. Such information may include, but will not be limited to, the Contractor's business or financial records, documents, or files of any type or form that refer to or relate to the Contract. The Contractor will retain such records for the longer of five years after the expiration of the Contract, or the period required by the General Records Schedules maintained by the Florida Department of State, at the Department of State's Records Management website. The Contractor agrees to reimburse the State of Florida for the reasonable costs of investigation incurred by the Inspector General or other authorized State of Florida official for investigations of the Contractor's compliance with the terms of this or any other agreement between the Contractor and the State of Florida which results in the suspension or debarment of the Contractor. Such costs will include but will not be limited to: salaries of investigators, including overtime; travel and lodging expenses; and expert witness and documentary fees. The Contractor agrees to impose the same obligations to cooperate with the Inspector General and retain records on any subcontractors used to provide goods or services under the Contract. SECTION 6. MISCELLANEOUS. 6.1 Subcontractors. The Contractor will not subcontract any work under the Contract without prior written consent of the Department. The Contractor is fully responsible for satisfactory completion of all its subcontracted work. The Department supports diversity in its procurements and contracts, and requests that the Contractor offer subcontracting opportunities to certified woman-, veteran-, and minority -owned small businesses. The SP approved version 7-1-2019 80 DocuSign Envelope ID: 2FBA4B5F-2CDO-4291-B26E-66EC2DOF798D Contractor may contact the OSD at osdhelp@dms.myflorida.com for information on certified small business enterprises available for subcontracting opportunities. 6.2 Assignment. The Contractor will not sell, assign, or transfer any of its rights, duties, or obligations under the Contract without the prior written consent of the Department. However, the Contractor may waive its right to receive payment and assign same upon notice to the Department. In the event of any assignment, the Contractor remains responsible for performance of the Contract, unless such responsibility is expressly waived by the Department. The Department may assign the Contract with prior written notice to the Contractor. 6.3 Independent Contractor. The Contractor and its employees, agents, representatives, and subcontractors are independent contractors and not employees or agents of the State of Florida and are not entitled to State of Florida benefits. The Department and Customer will not be bound by any acts or conduct of the Contractor or its employees, agents, representatives, or subcontractors. The Contractor agrees to include this provision in all its subcontracts under the Contract. 6.4 Inspection and Acceptance of Commodities. 6.4.1 Risk of Loss. Matters of inspection and acceptance are addressed in section 215.422, F.S. Until acceptance, risk of loss or damage will remain with the Contractor. The Contractor will be responsible for filing, processing, and collecting all damage claims. To assist the Contractor with damage claims, the Customer will: record any evidence of visible damage on all copies of the delivering carrier's bill of lading; report damages to the carrier and the Contractor; and provide the Contractor with a copy of the carrier's bill of lading and damage inspection report. 6.4.2 Rejected Commodities. When a Customer rejects a commodity, Contractor will remove the commodity from the premises within ten (10) calendar days after notification of rejection, and the risk of loss will remain with the Contractor. Commodities not removed by the Contractor within ten (10) calendar days will be deemed abandoned by the Contractor, and the Customer will have the right to dispose of such commodities. Contractor will reimburse the Customer for costs and expenses incurred in storing or effecting removal or disposition of rejected commodities. 6.5 Safety Standards. Performance of the Contract for all commodities or contractual services must comply with requirements of the Occupational Safety and Health Act and other applicable State of Florida and federal requirements. 6.6 Ombudsman. A Vendor Ombudsman has been established within the Department of Financial Services. The duties of this office are found in section 215.422, F.S., which include disseminating information relative to prompt payment and assisting contractors in receiving their payments in a timely manner from a Customer. The Vendor Ombudsman may be contacted at (850) 413-5516. SP approved version 7-1-2019 81 DocuSign Envelope ID: 2FBA4B5F-2CDO-4291-B26E-66EC2DOF798D 6.7 Time is of the Essence. Time is of the essence regarding every obligation of the Contractor under the Contract Each obligation is deemed material, and a breach of any such obligation (including a breach resulting from untimely performance) is a material breach. 6.8 Waiver. The delay or failure by the Department or the Customer to exercise or enforce any rights under the Contract will not constitute waiver of such rights. 6.9 Modification and Severability. The Contract may only be modified by written agreement between the Department and the Contractor. Should a court determine any provision of the Contract is invalid, the remaining provisions will not be affected, and the rights and obligations of the Parties will be construed and enforced as if the Contract did not contain the provision held invalid. 6.10 Cooperative Purchasing. Pursuant to their own governing laws, and subject to the agreement of the Contractor, governmental entities that are not Customers may make purchases under the terms and conditions contained herein, if agreed to by Contractor. Such purchases are independent of the Contract between the Department and the Contractor, and the Department is not a party to these transactions. Agencies seeking to make purchases under this Contract are required to follow the requirements of Rule 60A-1.045(5), F.A.C. SECTION 7. LIABILITY AND INSURANCE. 7.1 Workers' Compensation Insurance. The Contractor shall maintain workers' compensation insurance as required under the Florida Workers' Compensation Law or the workers' compensation law of another jurisdiction where applicable. The Contractor must require all subcontractors to similarly provide workers' compensation insurance for all of the latter's employees. In the event work is being performed by the Contractor under the Contract and any class of employees performing the work is not protected under Workers' Compensation statutes, the Contractor must provide, and cause each subcontractor to provide, adequate insurance satisfactory to the Department, for the protection of employees not otherwise protected. 7.2 General Liability Insurance. The Contractor must secure and maintain Commercial General Liability Insurance, including bodily injury, property damage, products, personal and advertising injury, and completed operations. This insurance must provide coverage for all claims that may arise from performance of the Contract or completed operations, whether by the Contractor or anyone directly or indirectly employed by the Contractor. Such insurance must include the State of Florida as an additional insured for the entire length of the resulting contract. The Contractor is responsible for determining the minimum limits of liability necessary to provide reasonable financial protections to the Contractor and the State of Florida under the resulting contract. 7.3 Florida Authorized Insurers. SP approved version 7-1-2019 82 DocuSign Envelope ID: 2FBA4B5F-2CDO-4291-B26E-66EC2DOF798D All insurance shall be with insurers authorized and eligible to transact the applicable line of insurance business in the State of Florida. The Contractor shall provide Certification(s) of Insurance evidencing that all appropriate coverage is in place and showing the Department to be an additional insured. 7.4 Performance Bond. Unless otherwise prohibited by law, the Department may require the Contractor to furnish, without additional cost to the Department, a performance bond or irrevocable letter of credit or other form of security for the satisfactory performance of work hereunder. The Department shall determine the type and amount of security. 7.5 Indemnification. To the extent permitted by Florida law, the Contractor agrees to indemnify, defend, and hold the Customer and the State of Florida, its officers, employees, and agents harmless from all fines, claims, assessments, suits, judgments, or damages, including consequential, special, indirect, and punitive damages, including court costs and attorney's fees, arising from or relating to violation or infringement of a trademark, copyright, patent, trade secret, or intellectual property right or out of any acts, actions, breaches, neglect, or omissions of the Contractor, its employees, agents, subcontractors, assignees, or delegates related to the Contract, as well as for any determination arising out of or related to the Contract that the Contractor or Contractor's employees, agents, subcontractors, assignees, or delegates are not independent contractors in relation to the Customer. The Contract does not constitute a waiver of sovereign immunity or consent by the Customer or the State of Florida or its subdivisions to suit by third parties. Without limiting this indemnification, the Customer may provide the Contractor (1) written notice of any action or threatened action, (2) the opportunity to take over and settle or defend any such action at Contractor's sole expense, and (3) assistance in defending the action at Contractor's sole expense. 7.6 Limitation of Liability. Unless otherwise specifically enumerated in the Contract or in the purchase order, neither the Department nor the Customer shall be liable for special, indirect, punitive, or consequential damages, including lost data or records (unless the Contract or purchase order requires the Contractor to back-up data or records), even if the Department or Customer has been advised that such damages are possible. Neither the Department nor the Customer shall be liable for lost profits, lost revenue, or lost institutional operating savings. The Department or Customer may, in addition to other remedies available to them at law or equity and upon notice to the Contractor, retain such monies from amounts due Contractor as may be necessary to satisfy any claim for damages, penalties, costs, and the like asserted by or against them. The State may set off any liability or other obligation of the Contractor or its affiliates to the State against any payments due the Contractor under any contract with the State. SECTION 8. PUBLIC RECORDS, TRADE SECRETS, DOCUMENT MANAGEMENT, AND INTELLECTUAL PROPERTY. 8.1 Public Records. 8.1.1 Termination of Contract. SP approved version 7-1-2019 10 83 DocuSign Envelope ID: 2FBA4B5F-2CDO-4291-B26E-66EC2DOF798D The Department may terminate the Contract for refusal by the Contractor to comply with this section by not allowing access to all public records, as defined in Chapter 119, F. S., made or received by the Contractor in conjunction with the Contract. 8.1.2 Statutory Notice. Pursuant to section 119.0701(2)(a), F.S., for contracts for services with a contractor acting on behalf of a public agency, as defined in section 119.011(2), F.S., the following applies: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT THE TELEPHONE NUMBER, EMAIL ADDRESS, AND MAILING ADDRESS PROVIDED IN THE RESULTING CONTRACT OR PURCHASE ORDER. Pursuant to section 119.0701(2)(b), F.S., for contracts for services with a contractor acting on behalf of a public agency as defined in section 119.011(2), F.S., the Contractor shall: (a) Keep and maintain public records required by the public agency to perform the service. (b) Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, F.S., or as otherwise provided by law. (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure are not disclosed except as authorized by law for the duration of the Contract term and following the completion of the Contract if the Contractor does not transfer the records to the public agency. (d) Upon completion of the Contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the Contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the Contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. 8.2 Protection of Trade Secrets or Otherwise Confidential Information. 8.2.1 Contractor Designation of Trade Secrets or Otherwise Confidential Information. If the Contractor considers any portion of materials to be trade secret under section 688.002 or 812.081, F.S., or otherwise confidential under Florida or federal law, the Contractor must clearly designate that portion of the materials as trade secret or otherwise confidential when submitted to the Department. The Contractor will be SP approved version 7-1-2019 11 84 DocuSign Envelope ID: 2FBA4B5F-2CDO-4291-B26E-66EC2DOF798D responsible for responding to and resolving all claims for access to Contract -related materials it has designated trade secret or otherwise confidential. 8.2.2 Public Records Requests. If the Department receives a public records request for materials designated by the Contractor as trade secret or otherwise confidential under Florida or federal law, the Contractor will be responsible for taking the appropriate legal action in response to the request. If the Contractor fails to take appropriate and timely action to protect the materials designated as trade secret or otherwise confidential, the Department will provide the materials to the requester. 8.2.3 Indemnification Related to Confidentiality of Materials. The Contractor will protect, defend, indemnify, and hold harmless the Department for claims, costs, fines, and attorney's fees arising from or relating to its designation of materials as trade secret or otherwise confidential. 8.3 Document Management. The Contractor must retain sufficient documentation to substantiate claims for payment under the Contract and all other records, electronic files, papers, and documents that were made in relation to this Contract. The Contractor must retain all documents related to the Contract for five (5) years after expiration of the Contract or, if longer, the period required by the General Records Schedules maintained by the Florida Department of State available at the Department of State's Records Management website. 8.4 Intellectual Property. 8.4.1 Ownership. Unless specifically addressed otherwise in the Contract, the State of Florida shall be the owner of all intellectual property rights to all property created or developed in connection with the Contract. 8.4.2 Patentable Inventions or Discoveries. Any inventions or discoveries developed in the course, or as a result, of services in connection with the Contract that are patentable pursuant to 35 U.S.C. § 101 are the sole property of the State of Florida. Contractor must inform the Customer of any inventions or discoveries developed or made through performance of the Contract, and such inventions or discoveries will be referred to the Florida Department of State for a determination on whether patent protection will be sought. The State of Florida will be the sole owner of all patents resulting from any invention or discovery made through performance of the Contract. 8.4.3 Copyrightable Works. Contractor must notify the Department or State of Florida of any publications, artwork, or other copyrightable works developed in connection with the Contract. All copyrights created or developed through performance of the Contract are owned solely by the State of Florida. SECTION 9. DATA SECURITY. SP approved version 7-1-2019 12 85 DocuSign Envelope ID: 2FBA4B5F-2CDO-4291-B26E-66EC2DOF798D The Contractor will maintain the security of State of Florida data including, but not limited to, maintaining a secure area around any displayed visible data and ensuring data is stored and secured when not in use. The Contractor and subcontractors will not perform any of the services from outside of the United States, and the Contractor will not allow any State of Florida data to be sent by any medium, transmitted, or accessed outside the United States due to Contractor's action or inaction. In the event of a security breach involving State of Florida data, the Contractor shall give notice to the Customer and the Department within one business day. "Security breach" for purposes of this section will refer to a confirmed event that compromises the confidentiality, integrity, or availability of data. Once a data breach has been contained, the Contractor must provide the Department with a post -incident report documenting all containment, eradication, and recovery measures taken. The Department reserves the right in its sole discretion to enlist a third party to audit Contractor's findings and produce an independent report, and the Contractor will fully cooperate with the third party. The Contractor will also comply with all HIPAA requirements and any other state and federal rules and regulations regarding security of information. SECTION 10. GRATUITIES, LOBBYING, AND COMMUNICATIONS. 10.1 Gratuities. The Contractor will not, in connection with this Contract, directly or indirectly (1) offer, give, or agree to give anything of value to anyone as consideration for any State of Florida officer's or employee's decision, opinion, recommendation, vote, other exercise of discretion, or violation of a known legal duty, or (2) offer, give, or agree to give to anyone anything of value for the benefit of, or at the direction or request of, any State of Florida officer or employee. 10.2 Lobbying. In accordance with sections 11.062 and 216.347, F.S., Contract funds are not to be used for the purpose of lobbying the Legislature, the judicial branch, or the Department. Pursuant to section 287.058(6), F.S., the Contract does not prohibit the Contractor from lobbying the executive or legislative branch concerning the scope of services, performance, term, or compensation regarding the Contract after the Contract is executed and during the Contract term. 10.3 Communications. 10.3.1 Contractor Communication or Disclosure. The Contractor shall not make any public statements, press releases, publicity releases, or other similar communications concerning the Contract or its subject matter or otherwise disclose or permit to be disclosed any of the data or other information obtained or furnished in compliance with the Contract, without first notifying the Customer's Contract Manager and securing the Customer's prior written consent. 10.3.2 Use of Customer Statements. The Contractor shall not use any statement attributable to the Customer or its employees for the Contractor's promotions, press releases, publicity releases, marketing, corporate communications, or other similar communications, without first notifying the Customer's Contract Manager and securing the Customer's prior written consent. SP approved version 7-1-2019 13 86 DocuSign Envelope ID: 2FBA4B5F-2CDO-4291-B26E-66EC2DOF798D SECTION 11. CONTRACT MONITORING. 11.1 Performance Standards. The Contractor agrees to perform all tasks and provide deliverables as set forth in the Contract. The Department and the Customer will be entitled at all times, upon request, to be advised as to the status of work being done by the Contractor and of the details thereof. 11.2 Performance Deficiencies and Financial Consequences of Non -Performance. 11.2.1 Proposal of Corrective Action Plan. In addition to the processes set forth in the Contract (e.g., service level agreements), if the Department or Customer determines that there is a performance deficiency that requires correction by the Contractor, then the Department or Customer will notify the Contractor. The correction must be made within a time -frame specified by the Department or Customer. The Contractor must provide the Department or Customer with a corrective action plan describing how the Contractor will address all performance deficiencies identified by the Department or Customer. 11.2.2 Retainage for Unacceptable Corrective Action Plan or Plan Failure. If the corrective action plan is unacceptable to the Department or Customer, or implementation of the plan fails to remedy the performance deficiencies, the Department or Customer will retain ten percent (10%) of the total invoice amount. The retainage will be withheld until the Contractor resolves the performance deficiencies. If the performance deficiencies are resolved, the Contractor may invoice the Department or Customer for the retained amount. If the Contractor fails to resolve the performance deficiencies, the retained amount will be forfeited to compensate the Department or Customer for the performance deficiencies. 11.3 Performance Delay. 11.3.1 Notification. The Contractor will promptly notify the Department or Customer upon becoming aware of any circumstances that may reasonably be expected to jeopardize the timely and successful completion (or delivery) of any commodity or contractual service. The Contractor will use commercially reasonable efforts to avoid or minimize any delays in performance and will inform the Department or the Customer of the steps the Contractor is taking or will take to do so, and the projected actual completion (or delivery) time. If the Contractor believes a delay in performance by the Department or the Customer has caused or will cause the Contractor to be unable to perform its obligations on time, the Contractor will promptly so notify the Department and use commercially reasonable efforts to perform its obligations on time notwithstanding the Department's delay. 11.3.2 Liquidated Damages. The Contractor acknowledges that delayed performance will damage the DepartmentCustomer, but by their nature such damages are difficult to ascertain. Accordingly, the liquidated damages provisions stated in the Contract documents will apply. Liquidated damages are not intended to be a penalty and are solely intended to compensate for damages. 11.4 Force Majeure, Notice of Delay, and No Damages for Delay. SP approved version 7-1-2019 14 87 DocuSign Envelope ID: 2FBA4B5F-2CDO-4291-B26E-66EC2DOF798D The Contractor will not be responsible for delay resulting from its failure to perform if neither the fault nor the negligence of the Contractor or its employees or agents contributed to the delay, and the delay is due directly to fire, explosion, earthquake, windstorm, flood, radioactive or toxic chemical hazard, war, military hostilities, terrorism, civil emergency, embargo, riot, strike, violent civil unrest, or other similar cause wholly beyond the Contractor's reasonable control, or for any of the foregoing that affect subcontractors or suppliers if no alternate source of supply is available to the Contractor. The foregoing does not excuse delay which could have been avoided if the Contractor implemented any risk mitigation required by the Contract. In case of any delay the Contractor believes is excusable, the Contractor will notify the Department in writing of the delay or potential delay and describe the cause of the delay either (1) within ten (10) calendar days after the cause that created or will create the delay first arose, if the Contractor could reasonably foresee that a delay could occur as a result, or (2) if delay is not reasonably foreseeable, within five (5) calendar days after the date the Contractor first had reason to believe that a delay could result. The foregoing will constitute the Contractor's sole remedy or excuse with respect to delay. Providing notice in strict accordance with this paragraph is a condition precedent to such remedy. No claim for damages will be asserted by the Contractor. The Contractor will not be entitled to an increase in the Contract price or payment of any kind from the Department for direct, indirect, consequential, impact or other costs, expenses or damages, including but not limited to costs of acceleration or inefficiency, arising because of delay, disruption, interference, or hindrance from any cause whatsoever. If performance is suspended or delayed, in whole or in part, due to any of the causes described in this paragraph, after the causes have ceased to exist the Contractor will perform at no increased cost, unless the Department determines, in its sole discretion, that the delay will significantly impair the value of the Contract to the State of Florida or to Customers, in which case the Department may (1) accept allocated performance or deliveries from the Contractor, provided that the Contractor grants preferential treatment to Customers and the Department with respect to commodities or contractual services subjected to allocation, or (2) purchase from other sources (without recourse to and by the Contractor for the related costs and expenses) to replace all or part of the commodity or contractual services that are the subject of the delay, which purchases may be deducted from the Contract quantity, or (3) terminate the Contract in whole or in part. SECTION 12. CONTRACT AUDITS. 12.1 Performance or Compliance Audits. The Department may conduct or have conducted performance and/or compliance audits of the Contractor and subcontractors as determined by the Department. The Department may conduct an audit and review all the Contractor's and subcontractors' data and records that directly relate to the Contract. To the extent necessary to verify the Contractor's fees and claims for payment under the Contract, the Contractor's agreements or contracts with subcontractors, partners, or agents of the Contractor, pertaining to the Contract, may be inspected by the Department upon fifteen (15) calendar days' notice, during normal working hours and in accordance with the Contractor's facility access procedures where facility access is required. Release statements from its subcontractors, partners, or agents are not required for the Department or its designee to conduct compliance and performance audits on any of the Contractor's contracts relating to this Contract. The Inspector General, in accordance with section 5.6, the State of Florida's Chief Financial Officer, the Office of the Auditor General also have authority to perform audits and inspections. SP approved version 7-1-2019 15 L.L. DocuSign Envelope ID: 2FBA4B5F-2CDO-4291-B26E-66EC2DOF798D 12.2 Payment Audit. Records of costs incurred under terms of the Contract will be maintained in accordance with section 8.3 of these Special Contract Conditions. Records of costs incurred will include the Contractor's general accounting records, together with supporting documents and records of the Contractor and all subcontractors performing work, and all other records of the Contractor and subcontractors considered necessary by the Department, the State of Florida's Chief Financial Officer, or the Office of the Auditor General. SECTION 13. BACKGROUND SCREENING AND SECURITY. 13.1 Background Check. The Department or Customer may require the Contractor to conduct background checks of its employees, agents, representatives, and subcontractors as directed by the Department or Customer. The cost of the background checks will be borne by the Contractor. The Department or Customer may require the Contractor to exclude the Contractor's employees, agents, representatives, or subcontractors based on the background check results. In addition, the Contractor must ensure that all persons have a responsibility to self -report to the Contractor within three (3) calendar days any arrest for any disqualifying offense. The Contractor must notify the Contract Manager within twenty-four (24) hours of all details concerning any reported arrest. Upon the request of the Department or Customer, the Contractor will re -screen any of its employees, agents, representatives, and subcontractors during the term of the Contract. 13.2 E-Verify. The Contractor must use the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired during the term of the Contract for the services specified in the Contract. The Contractor must also include a requirement in subcontracts that the subcontractor must utilize the E-Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the Contract term. In order to implement this provision, the Contractor must provide a copy of its DHS Memorandum of Understanding (MOU) to the Contract Manager within five (5) calendar days of Contract execution. If the Contractor is not enrolled in DHS E- Verify System, it will do so within five (5) calendar days of notice of Contract award and provide the Contract Manager a copy of its MOU within five (5) calendar days of Contract execution. The link to E-Verify is https://www.uscis.gov/e-verify. Upon each Contractor or subcontractor new hire, the Contractor must provide a statement within five (5) calendar days to the Contract Manager identifying the new hire with its E-Verify case number. 13.3 Disqualifying Offenses. If at any time it is determined that a person has been found guilty of a misdemeanor or felony offense as a result of a trial or has entered a plea of guilty or nolo contendere, regardless of whether adjudication was withheld, within the last six (6) years from the date of the court's determination for the crimes listed below, or their equivalent in any jurisdiction, the Contractor is required to immediately remove that person from any position with access to State of Florida data or directly performing services under the Contract. The disqualifying offenses are as follows: (a) Computer related crimes; (b) Information technology crimes; SP approved version 7-1-2019 16 :• DocuSign Envelope ID: 2FBA4B5F-2CDO-4291-B26E-66EC2DOF798D (c) Fraudulent practices; (d) False pretenses; (e) Frauds; (f) Credit card crimes; (g) Forgery; (h) Counterfeiting; (i) Violations involving checks or drafts; Q) Misuse of medical or personnel records; and (k) Felony theft. 13.4 Confidentiality. The Contractor must maintain confidentiality of all confidential data, files, and records related to the commodities or contractual services provided pursuant to the Contract and must comply with all state and federal laws, including, but not limited to sections 381.004, 384.29, 392.65, and 456.057, F.S. The Contractor's confidentiality procedures must be consistent with the most recent version of the Department security policies, protocols, and procedures. The Contractor must also comply with any applicable professional standards with respect to confidentiality of information. SECTION 14. WARRANTY OF CONTRACTOR'S ABILITY TO PERFORM. The Contractor warrants that, to the best of its knowledge, there is no pending or threatened action, proceeding, or investigation, or any other legal or financial condition, that would in any way prohibit, restrain, or diminish the Contractor's ability to satisfy its Contract obligations. The Contractor warrants that neither it nor any affiliate is currently on the Suspended Vendor List, Convicted Vendor List, or the Discriminatory Vendor List, or on any similar list maintained by any other state or the federal government. The Contractor shall immediately notify the Department in writing if its ability to perform is compromised in any manner during the term of the Contract. SP approved version 7-1-2019 17 90 DocuSign Envelope ID: 2FBA4B5F-2CDO-4291-B26E-66EC2DOF798D Attachment 2 Scope of Work 1. Purpose To provide Customers with Agriculture and Lawn Equipment on a statewide basis, pursuant to the terms set forth in this Scope of Work. 2. Definitions Accessory(ies) — A part or object used for convenience, attractiveness, safety, etc. to improve Base Equipment capability which meet the requirements, specifications, terms, and conditions herein, and may be installed to, uninstalled from, or provided with or separately from the Base Equipment by the Manufacturer or Dealer, as specified, ordered, legal, customary, reasonable, and prudent in the industry. Base Equipment — A Manufacturer's Base Agriculture and Lawn Equipment without the inclusion of OEM or Non -OEM Options, Parts, Accessories, and Implements. Base Equipment may be identified by a combination of the Manufacturer's name, trade name, brand name, make name, model name, model number or catalog number. Business Day — Monday through Friday, inclusive, except for those holidays specified in section 110.117, F.S., from 8:00 a.m. to 5:00 p.m. at the Customer's location. Commodity(ies) — As defined in section 287.012 F.S. Commodities may include Base Equipment; OEM and Non -OEM Options, Parts, Accessories, and Implements; and other products available through this Contract. Commodities may also be referred to throughout as "Agriculture and Lawn Equipment". Commodity Code — The State's numeric code for classifying Commodities which meet specific requirements, specifications, terms, and conditions herein. Florida has adopted the United Nations Standard Products and Services Code (UNSPSC) for classifying Commodities. Contract — The written agreement between the Department and the Contractor. Contractor — A Vendor that enters a Contract with the Department as a result of the ITB. Customer — A state agency or eligible user. Dealer — A Manufacturer's certified representative who has been authorized by the Manufacturer to market, sell, provide, and service the Commodities of the Manufacturer that are responsive to the Contract. Dealers may be Contractor -owned and -controlled (in whole or in part), or independently owned and controlled. Department — The Department of Management Services, a State Agency. Group — A series of Commodities with applicable Commodity Codes which are described in the Product Group Discount Sheet. A Group may or may not include Sub -Groups. Implement(s) — A tool, utensil, or other piece of equipment, especially as used for a particular purpose or to improve Base Equipment capability which meet the requirements, specifications, Page 1 of 16 91 DocuSign Envelope ID: 2FBA4B5F-2CDO-4291-B26E-66EC2DOF798D terms, and conditions herein, and may be installed to, uninstalled from, or provided with or separately from the Base Equipment by the Manufacturer or Dealer, as specified, ordered, legal, customary, reasonable, and prudent in the industry. Manufacturer — The producer or provider of Agriculture and Lawn Equipment which possess the minimum quality, reliability, service, and value required by the Department and Customers. May be used interchangeably with Brand Name. Manufacturer's Suggested Retail Price (MSRP) — The MSRP represents the Manufacturer's recommended retail selling price, list price, published price, or other usual and customary price that would be paid by the Customer for specific Commodities without the benefit of a Contract resulting from this solicitation. It must be publicly listed, available, and verifiable by the Department. MSRP Credit — The MSRP price of OEM and Non -OEM Options, Parts, Accessory(ies) or Implements that are deducted from the Base Equipment price paid by the Customer if removed from the Base Equipment. MSRP List — The Manufacturer's Suggested Retail Price List, a collection of MSRPs and related information broken down by specific Commodities. In the priority listed below, only the following are acceptable sources of current and revised MSRPs and MSRP Lists for use under the resulting Contract: • Manufacturer's Annual U.S. Price Book, • Manufacturer's official website or dealer software; and • Autodata, Inc. d/b/a Chrome Data'sTM Carbook Pro Fleet Edition. Net Price — The final price paid by the Customer after applying all MSRP discounts and MSRP Credits. The Net Price for Base Equipment, OEM and Non -OEM Option(s), Part(s), Accessory(ies), and Implement(s); and their respective features, equipment, and components shall include all charges for the Commodity, including but not limited to packing, handling, freight, distribution, transportation, startup, pre -delivery, delivery, inspection, installation, construction, assembly, title, and registration. Additional charges for a Commodity shall not be charged outside of the Net Price unless expressly provided within the Scope of Work. Non -OEM — Produced by a manufacturer or party other than the OEM. Options — Options requested by the Customer specifically for the Agriculture and Lawn Base Equipment which meet the requirements, specifications, terms, and conditions herein, and may be installed to, uninstalled from, or provided with or separately from the Base Equipment by the Manufacturer or Dealer, as specified, ordered, legal, customary, reasonable, and prudent in the industry. Original Equipment Manufacturer (OEM) — The original Manufacturer of a Commodity. Parts — Repair or service parts for Base Equipment which meet the requirements, specifications, terms, and conditions herein, and may be installed to, uninstalled from, or provided with or separately from the Base Equipment by the Manufacturer or Dealer, as specified, ordered, legal, customary, reasonable, and prudent in the industry. Page 2 of 16 92 DocuSign Envelope ID: 2FBA4B5F-2CDO-4291-B26E-66EC2DOF798D Sub -Group — A specific series of Commodities within a Group which are described in the Product Group Discount Sheet. A Group may or may not include Sub -Groups. State — The State of Florida. 3. Scope of Work 3.1 Commodity Specifications and Standards All Commodities, including all Base Equipment, OEM and Non -OEM Option(s), Part(s), Accessorv(ies), and Implement(s): and their respective features, equipment, and components. shall meet the following minimum requirements: 1. All Commodities shall be designed, constructed, equipped, assembled (except as specified in the Transportation and Delivery section), and installed to be fully suitable for their intended use, purpose, and service. The Contractor is not required to install Parts purchased by the Customer unless specifically agreed to by the Customer and Contractor; 2. All Commodities shall be new and unused (except as specified in the Transportation and Delivery section), for the current Manufacturer's model year or later, of current or recent production, and of the latest design and construction; 3. All Commodities shall be biodiesel (B-20), compressed natural gas ("CNG"), diesel, electric, gasoline (E-10 to E-85), liquefied petroleum gas ("LPG"), natural gas, or propane powered. 4. All Commodities shall include all OEM standard features, equipment, and components, Manufacturer or Dealer installed according to the Manufacturer's standard procedures, requirements, and specifications; 5. All Commodities shall be free of damage and / or rust which may affect appearance or serviceability; 6. All Commodities shall be professionally designed, manufactured, installed, and serviced pursuant to the industry standard of care; 7. All Commodities shall comply with required state and federal laws, including but not limited to: motor vehicle, mobile equipment, safety, and environmental laws; and 8. All Commodities shall meet the requirements, specifications, terms, and conditions herein. Contactor shall ensure that no Contractor or Dealer advertising or identification (name, logos, etc.) is on the Commodities, including Base Equipment, OEM and Non -OEM Option(s), Part(s), Accessory(ies), and Implement(s); and their respective features, equipment, and components. Manufacturer advertising or identification (name, model, logos, etc.) shall be permitted on the respective Commodities if such advertising or identification is a Manufacturer's standard on the specific Commodity. The Department, in its sole discretion, shall determine what is Contractor or Dealer advertising or identification, what is Commodity Manufacturer's advertising or identification, and what advertising or identification is acceptable. The Contractor shall be responsible for removing, without damage, all unacceptable advertising or identification. The Contractor may engage Dealers in accordance with the terms herein to provide sales and support for the awarded Commodities offered under this Contract. In the event the Contractor elects to use Dealers, the Contractor shall remain fully accountable for ensuring that the Dealer complies with the terms of this Contract. In the event the Dealers fail to comply with the terms of this Contract, the Contractor shall remain fully liable. The Page 3 of 16 93 DocuSign Envelope ID: 2FBA4B5F-2CDO-4291-B26E-66EC2DOF798D Contractor shall ensure that Dealers remain current with the Contractor's authorized Commodities and MSRP List. The Contractor shall remain responsible for receiving purchase orders and shall remain responsible for invoicing the Customer for payment. All invoices shall remain in the name of the Contractor. The Contractor may not utilize Dealers until receiving express authorization from the Department. Information regarding the Contractor's addition of Dealers can be found at the following link: https://www.dms.myflorida.com/business_operations/state_purchasing/vendor_resources/s ubcontractor dealer_reseller forms. 3.2 Federal and State Standards It is the intent of the Department that all specifications herein are in full and complete compliance with all federal and State of Florida laws, requirements, and regulations applicable to the type and class of Commodities being provided. This includes, but is not limited to: Federal Motor Vehicle Safety Standards ("FMVSS"), Occupational Safety and Health Administration ("OSHA"), Environmental Protection Agency ("EPA") Standards, and State of Florida laws, requirements, and regulations that apply to the type and class of Commodities being provided. In addition, the Contractor is responsible for complying with any applicable federal or State legislation that becomes effective during the term of the Contract upon the legislation's effectiveness. The Contractor shall meet or exceed any such requirements of the laws and regulations. If an apparent conflict exists, the Contractor, regardless of whether it's the Manufacturer or Dealer, shall contact the DMS Contract Manager immediately. 3.3 Testing Samples of delivered Commodities may be selected at random by Customers or Department and tested for compliance with the requirements, specifications, terms, and conditions. 3.4 Warranty The Manufacturer's standard warranty shall cover all Commodities of the Contract. The Manufacturer's standard warranty is required to provide coverage against defective material, workmanship, and failure to perform in accordance with the specifications and required performance criteria. The Manufacturer's standard warranty coverage shall be identical to or exceed the most inclusive of those normally provided for the Commodities specified herein that are sold to any federal, state, or local governments. The Manufacturer's standard warranty shall have a minimum term of one year from the Customer's acceptance, as specified in the `Acceptance' section, and shall begin only at the time of acceptance by the Customer. Should the Manufacturer's standard warranty conflict with any requirements, specifications, terms, or conditions of the Contract, then the Contract requirements, specifications, terms, and conditions shall prevail. The Manufacturer's standard warranty terms and conditions are not part of the Contract requirements, specifications, terms, and conditions. 3.5 Commodities Recall In the event there is a recall of any of the Commodities, any of its components, or any parts incorporating the equipment ("Recalled Equipment"), the Contractor shall provide reasonable assistance to the Department in developing a recall strategy and shall cooperate with the Department and the Customers in monitoring the recall operation and in preparing such Page 4 of 16 94 DocuSign Envelope ID: 2FBA4B5F-2CDO-4291-B26E-66EC2DOF798D reports as may be required. Each Contractor shall, at the request of the Department or any Customer, give the Department and each Customer all reasonable assistance in locating and recovering any equipment or Recalled Equipment. Each Contractor shall immediately notify and provide copies to the Department of any communications, whether relating to recalls or otherwise, with any Customer. The Contractorshall ensure defective Recalled Equipment are rectified, replaced and/or destroyed in compliance with all applicable laws, rules or regulations and the Department's reasonable instructions. All Contractor efforts relating to Recalled Equipment shall be at Contractor's own expense. 3.6 Commodity Compliance and Compatibility It is the Contractor's responsibility to ensure that the Commodities supplied are compliant with the Contract requirements, specifications, terms, and conditions. Additionally, the Contractor shall ensure that all Commodities ordered by the Customer are fully compatible with each other and with any associated pre-existing Commodity possessed by the Customer and disclosed to the Contractor by the Customer. The Contractor's acceptance of the Customer's order shall indicate that the Contractor agrees to deliver a Commodity that is fully compliant and compatible with the Customer's order requirements, specifications, terms, and conditions. In the event any ordered Base Equipment, OEM and Non -OEM Option(s), Part(s), Accessory(ies), and Implement(s); and their respective features, equipment, and components are found by the Customer to be missing, incorrect, defective, damaged, non - compatible, or non -compliant, the Contractor shall, at the Customer's discretion, be required to complete one of the following: • Install or repair the Base Equipment, OEM and Non -OEM Option(s), Part(s), Accessory(ies), and Implement(s), and their respective features, equipment, and components; • Replace the Base Equipment, OEM and Non -OEM Option(s), Part(s), Accessory(ies), and Implement(s); and their respective features, equipment, and components; • Refund the purchase price of the Base Equipment, OEM and Non -OEM Option(s), Part(s), Accessory(ies), and Implement(s); and their respective features, equipment, and components to the Customer. Any changes necessary after the delivery of the Customer's order that are required to bring a Commodity into compliance or compatibility due to an incorrect order fulfillment by the Contractor shall be accomplished at the Contractor's expense. 3.7 Commodities Title and Registration Agriculture and Lawn Equipment delivered under the Contract shall be titled and registered by the Contractor in accordance with Florida law, including Chapters 319 and 320, Florida Statutes. The Contractor shall send any necessary form(s) that shall be signed by an authorized representative of the Customer with the awarded Commodity upon delivery, and the Contractor shall obtain any necessary signatures and complete the titling and registration process for the Customer in a timely manner. In the event the Customer is permitted by law or policy to obtain title and registration independent of the Contractor, and chooses to obtain title and registration independent of the Contractor, the Customer will notify the Contractor in writing of this decision no later than three Business Days following receipt of the Acknowledgement of Order form. However, the Page 5 of 16 95 DocuSign Envelope ID: 2FBA4B5F-2CDO-4291-B26E-66EC2DOF798D Customer shall then be obligated to title and register the awarded Commodity and the Contractor shall provide any documents necessary for the Customer to do so. Customers may elect to transfer an existing license plate or may choose to obtain a new license plate. • Transferring an existing license plate is the standard default order type and does not require specific notation on the Purchase Order. All related fees associated with transferring an existing license plate are included in the Base Equipment Net Price a) When obtaining a new license plate, the Customer should include a notation on the Customer Order and an additional amount to cover the cost of a new license plate. The Contractor is not required to obtain a new license plate for the Customer unless there is a notation and a new license plate fee is included on the Customer Order. All related fees except for the new license plate cost are included in the Base Equipment Net Price. The Customer's order notation for a new license plate shall include the request for a new license plate, the type of license plate required, and a contact person's name, title, and telephone number. b) The Contractor may obtain special plates such as "State", "County", or "City" from most county tax offices, but agency plates such as "DOT", "DC", "DNR", etc. shall be obtained from the Department of Highway Safety and Motor Vehicles, Division of Motor Vehicles, in Tallahassee, Florida. 3.8 Transportation and Delivery Transportation and Delivery shall be FOB Destination to any point statewide as follows: 1. Customers shall be notified within two Business Days when Commodities are not in stock or unavailable from the Manufacturer at the time of order. Commodities must be delivered within 180 Calendar Days after receipt of order, unless otherwise agreed to by the Customer. As soon as Commodities are back in stock, the Commodities must be delivered within 14 Calendar Days to the Customer. For any delivery not made within the 180 and 14 Calendar Days' timeframes, the Department's Contract Manager must be notified and given a copy of the Customer's order. The Contractor must provide the Department's Contract Manager any requested information and timeframe for completion of the order. 2. Commodities in stock must be delivered within 14 Calendar Days after receipt of order or the receipt of the Commodities from the Manufacturer, with one exception — Commodities requiring post -Manufacturer or Dealer installed OEM or Non -OEM Options, Parts, Accessories, and Implements shall be delivered within 30 Calendar Days after receipt of the Commodities from the Manufacturer(s). Delivery of the awarded Commodity is defined as receipt of the Commodity at the Customer's place of business or designated location. Delivery does not constitute the Customer's acceptance. The Contractor shall give the Customer a minimum of one Business Day notice prior to delivery. Commodities shall be delivered as stipulated by the Customer. The Contractor shall deliver Commodities by either private or common carrier transport. Where deliveries may be accomplished by driving the self-propelled, street -legal, Commodity three road miles or less, the self-propelled, street -legal Commodity may be driven to the Page 6 of 16 96 DocuSign Envelope ID: 2FBA4B5F-2CDO-4291-B26E-66EC2DOF798D delivery location at Contractor's sole risk and expense. The Contractor shall comply with the Manufacturer's break-in requirements and all applicable traffic laws. All self-propelled, operator -occupied Commodities delivered by the Contractor to the Customer shall contain no less than one -quarter (1/4) tank of fuel as indicated by the fuel gauge at the time of delivery. At the Customer's option, Commodities with less than one - quarter (1/4) tank of fuel at delivery may be rejected or a $3.00 per gallon or gallon equivalent up to one -quarter of the Commodity's fuel tank capacity may be deducted from the invoice and payment. The Contractor shall perform the standard Manufacturer's pre -delivery inspection and is responsible for delivering a Commodity that is properly serviced, clean, and in first class operating condition. The Contractor is required to perform the following, at a minimum, as part of its pre -delivery service: 1. Completely lubricate operating chassis, engine, and mechanisms with Manufacturer's recommended grades of lubricants; 2. Check and fill all fluid levels to ensure properfill; 3. Adjust engine(s) to proper operating condition(s); 4. Inflate tires to proper pressure; 5. Ensure proper operation of all accessories, gauges, lights, and mechanical and hydraulic features; 6. Clean equipment, if necessary, and remove all unnecessary and prohibited tags, stickers, papers, etc.; 7. Ensure that the awarded Commodity is completely assembled (unless otherwise noted in the following sub -section) including Base Equipment, OEM and Non -OEM Option(s), Part(s), Accessory(ies), and Implement(s); and their respective features, equipment, and components and OEM Options, Parts, Accessories, and Implements, are thoroughly tested and ready for immediate operation upon delivery; and 8. Where applicable, ensure that the product is packaged in a manner which ensures safe delivery to the destination. Packaging shall comply with all federal, state, and local laws including but not limited to the requirements of section 403.7191, Florida Statutes. The Contractor shall mark each package to include the name of the Contractor, the State Term Contract number, the purchase or Customer Order number, and a brief description of the contents. The Contractor shall deliver all Commodities with each of the following completed documents: 1. Copy of the Manufacturer's pre -delivery inspection form, which meets or exceeds the requirement herein; 2. Copy of the ordering Customer's order; 3. Copy of the applicable Manufacturer specification(s); 4. Copy of the Manufacturer's invoice(s) (prices may be deleted or obscured) for each Commodity, including individual Base Equipment, OEM and Non -OEM Option(s), Part(s), Accessory(ies), and Implement(s); and their respective features, equipment, and components and OEM Options, Parts, Accessories, and Implements in the shipment; 5. Manufacturer's window sticker(s), if applicable; 6. Manufacturer's `certificate of origin', if applicable; 7. Manufacturer's `operator manual', and (if not included in the operator manual) one (1) each of the Manufacturer's lubrication and maintenance instructions; Page 7 of 16 97 DocuSign Envelope ID: 2FBA4B5F-2CDO-4291-B26E-66EC2DOF798D 8. Copy of the Manufacturer's standard warranty certifications; 9. Sales tax exemption form, if applicable; 10. Temporary tag and twenty (20) day extension tag, if applicable; and 11. DHSMV82040, Application for Certificate of Title and/or Vehicle Registration, if applicable. Deliveries that do not include the above aDDlicable forms and documents. or that have forms that have been altered. or are not DroDerly completed. may be refused. Repeated failures by the Contractor to include the above DroDerly completed forms and Dublications. or that have submitted altered forms. to the orderina Customers may be cause for default Droceedinas and/or Contract termination. These Transportation and Delivery requirements, terms, and conditions also apply to the re -delivery of a Commodity that was previously rejected upon initial delivery. 3.9 Price Quote Form For all Customer orders, the Contractor shall complete and submit a Price Quote Form (PQF) (Attachment 3) to the Customer for the requested Commodities. All Commodities shall be itemized on the PQF and include applicable brand, model, and pricing information. The price quoted for Commodities shall not exceed the current Contract's Net Price to Customers. The PQF shall be completed by the Contractor and returned to the Customer within two Business Days of the Contractor's receipt of the Customer's request for a quote. Customers are encouraged to seek more than one quote from the identified awarded Contractors, where available. Customers may negotiate with the Contractor to establish a lower price through a greater discount percentage off MSRP. 3.10 Acknowledgement of Order Form For each order, the Contractor shall provide the ordering Customer with a fully completed Acknowledgement of Order Form (Attachment 4) within five Business Days of receiving the Customer's order. The Contractor must use the Acknowledgment of Order Form and must not make any alterations. Failure to timely provide the Customer with the Acknowledgement of Order Form shall be deemed acceptance of the order, which, if necessary, shall require the Contractor to provide the newest model of the Commodity which meets the prices, discounts, requirements, specifications, terms, and conditions herein. When the Contractor receives an order and does not have the ordered Commodities in stock and cannot deliver the Commodities to the Customer within 14 calendar days, the Contractor shall notify the ordering Customer on the Acknowledgement of Order Form. When providing the Acknowledgment of Order Form the Contractor shall provide the Customer with the Manufacturer's order confirmation information and estimated delivery date. Submission of the Acknowledgement of Order Form is the responsibility of the Contractor without prompting or notification by the Contract Manager or Customer. Reheated failures by the Contractor to timely submit completed Acknowledgement of Order Form -'LW the orderina Customers may be cause for default nroceedinas and Contract termination. Page 8 of 16 98 DocuSign Envelope ID: 2FBA4B5F-2CDO-4291-B26E-66EC2DOF798D 3.11 Acceptance The Customer, within three Business Days of delivery, will inspect the Commodity received for acceptability. The Customer should compare the physical Commodity delivered; contract prices, discounts, requirements, specifications, terms, and conditions; Customer order; and Manufacturer's Window Sticker / Manufacturer's Invoice(s) to ensure the Commodity received meets or exceeds the requirements, specifications, terms, and conditions of the Contract and Customer order. Additionally, the Customer should inspect the Commodity for any damage. The Contractor is obligated to correct any errors or damage. Failure by the Customer to discover an error or damage in the Commodity shall not relieve the Contractor from its obligation to correct the error or damage in the event it is found any time after the Commodity is delivered. The Parties agree that inspection and acceptance shall be the Customer's responsibility and occur at the location of the Customer. Title and risk of loss or damage to all Commodities shall be the responsibility of the Contractor until accepted by the Customer. The Contractor shall be responsible for filing, processing, and collecting all damage claims. The Customer shall assist the Contractor by: • Recording any evidence of visible damage on all copies of the delivering carrier's bill of lading; • Reporting any known visible and concealed damage to the carrier and the Contractor; • Confirming said reports in writing within fifteen Business Days of delivery, requesting that the carrier inspect the damaged merchandise; and • Providing the Contractor with a copy of the carrier's bill of lading and damage inspection report. Transportation and delivery of the Commodity does not constitute acceptance for the purpose of payment. Acceptance and authorization of payment shall be given by the Customer only after a thorough inspection indicates that the Commodity is undamaged and meets the Contract requirements, specifications, terms, and conditions. Should the delivered Commodity be damaged or differ in any respect from the Contract requirements, specifications, terms, and conditions, payment shall be withheld until such time as the Contractor completes the required, Customer -approved, corrective action. Should the Commodity require service or adjustments as part of the Customer -approved corrective action(s), the Contractor shall either remedy the defect or be responsible for reimbursing the Manufacturer's local service Dealer or others selected by the Customer to remedy the defect. The Contractor shall initiate such required service or adjustments within two Business Days following notification by the Customer. The Commodity shall not be accepted until all service or adjustments are satisfactory and the Commodity is re -delivered in acceptable condition. The costs of any transportation and delivery required as part of the initial or any re -deliveries due to error or damage are the responsibility of the Contractor. The Customer shall notify the Department of any Contract deviation that it cannot resolve with the Contractor. The Department and Customer shall develop a corrective action plan related to the Contract deviation, which may include the Customer's permanent refusal to accept the Commodity, in which case the Commodity shall remain the property of the Contractor, and the Customer and the State shall not be liable for payment for any portion thereof. Page 9 of 16 99 DocuSign Envelope ID: 2FBA4B5F-2CDO-4291-B26E-66EC2DOF798D 3.12 Installation When installation is required, the Contractor shall be responsible for placing and installing the Commodities or parts in the required locations at no additional charge. All materials used in the installation shall be of good quality and shall be free of defects that would diminish the appearance of the Commodity or render it structurally or operationally unsound. Installation includes the furnishing of any equipment, tools, rigging, labor, and materials required to install or replace the Commodities or parts in the proper location. Contractor shall protect the site from damage and shall repair damages or injury caused during installation by Contractor or its employees or agents. If any alteration, dismantling, excavation, etc., is required to achieve installation, the Contractor shall promptly restore the structure or site to its original condition. Contractor shall perform installation work so as to cause the least inconvenience and interference with Customers and with proper consideration of others on site. Upon completion of the installation, the location and surrounding area of work shall be left clean and in a neat and unobstructed condition, with everything in satisfactory repair and order. 3.13 Full -Service Repair Facilities The Contractor agrees to maintain at least one factory -authorized service station or servicing Dealer within the State of Florida to perform warranty repairs and adjustments throughout the Contract term. The Contractor shall promptly notify the Department of any changes thereto. The Contractor shall be responsible for all service performed, regardless of whether the Contractor or its approved Dealer actually performed the service. Notwithstanding the foregoing, the Contractor may offer Customers "after warranty" service agreements for the maintenance and repair of goods after the initial warranty expires. The Contractor shall list this additional service as a separate item on the invoice. 3.14 Holidays The Contractor shall provide Customers all Commodities during Business Days. The following days are observed as holidays by state agencies in accordance with section 110.117, F.S.: • New Year's Day • Birthday of Martin Luther King, Jr., third Monday in January • Memorial Day • Independence Day • Labor Day • Veterans' Day, November 11 • Thanksgiving Day • Friday after Thanksgiving • Christmas Day If any of these holidays falls on Saturday, the preceding Friday shall be observed as a holiday. If any of these holidays falls on Sunday, the following Monday shall be observed as a holiday. Customers may have additional holiday(s) observed specifically by the Customer which will be detailed in the Customer's order. 3.15 Purchasing Card The State has implemented a purchasing card program using the Visa platform. The Contractor may receive payments via the state's Purchasing Card in the same manner as any other Visa purchases. Purchasing Card acceptance for purchase is a mandatory requirement for the Contract but is not the exclusive method of payment. If the State changes its Page 10 of 16 100 DocuSign Envelope ID: 2FBA4B5F-2CDO-4291-B26E-66EC2DOF798D Purchasing Card platform during the term of Contract, the Contractor shall make any necessary changes to accommodate the State 's new Purchasing Card platform within 30 calendar days of notification of such change. 3.16 Punchout Catalog and Electronic Invoicing The Contractor is encouraged to provide a MFMP punchout catalog. The punchout catalog provides an alternative mechanism for suppliers to offer the State access to Products awarded under the Contract. The punchout catalog also allows for direct communication between the MFMP eProcurement System and a supplier's Enterprise Resource Planning (ERP) system, which can reflect real-time Product inventory/availability information. Through utilization of the punchout catalog model, a Florida buyer will "punch out" to a supplier's website. Using the search tools on the supplier's Florida punchout catalog site, the user selects the desired Products. When complete, the user exits the supplier's punchout catalog site and the shopping cart (full of Products) is "brought back" to MFMP. No orders are sent to a supplier when the user exits the supplier's punchout catalog site. Instead, the chosen Products are "brought back" to MFMP as line items in a purchase order. The user can then proceed through the normal workflow steps, which may include adding/editing the Products (i.e., line items) in the purchase order. An order is not submitted to a supplier until the user approves and submits the purchase order, at which point the supplier receives an email with the order details. The Contractor may supply electronic invoices in lieu of paper -based invoices for those transactions processed through MFMP. Electronic invoices may be submitted to the agency through one of the mechanisms as listed below: 1) EDI (Electronic Data Interchange) This standard establishes the data contents of the Invoice Transaction Set (810) for use within the context of an Electronic Data Interchange (EDI) environment. This transaction set can be used for invoicing via the Ariba Network (AN) for catalog and non -catalog goods and services. 2) PO Flip via AN This online process allows Contractors to submit invoices via the AN for catalog and non -catalog goods and services. Contractors have the ability to create an invoice directly from their inbox in their AN account by simply "flipping" the PO into an invoice. This option does not require any special software or technical capabilities. The Contractor warrants and represents that it is authorized and empowered to and hereby grants the State and the third -party provider of MFMP, a State contractor, the right and license to use, reproduce, transmit, distribute, and publicly display within MFMP. In addition, the Contractor warrants and represents that it is authorized and empowered to and hereby grants the State and the third -party provider the right and license to reproduce and display within MFMP the Contractor's trademarks, system marks, logos, trade dress, or other branding designation that identifies the products made available by the Contractor under the Contract. The Contractor will work with the MFMP management team to obtain specific requirements for the electronic invoicing if needed. Page 11 of 16 101 DocuSign Envelope ID: 2FBA4B5F-2CDO-4291-B26E-66EC2DOF798D 3.17 Contract Reporting The Contractor shall report information on orders received from Customers associated with this Contract. No revised MSRP lists or price adjustments will be considered for any Contractor who has outstanding reports, or any other documentation required under this Contract. The Contractor shall submit reports in accordance with the following schedule: Report MFMP Transaction Fee Report Quarterly Sales Report Diversity Report (submitted to the Customer) Period Covered Calendar month State's Fiscal Quarter State Fiscal Year Preferred Pricing Affidavit (in Annual accordance with section 3.2.2. of the Special Contract Conditions) Due Date 15 calendar days after the end of each month 30 calendar days after close of the period 30 Business Days after close of the period Contract Anniversary Date 3.18 MFMP Transaction Fee Report The Contractor is required to submit monthly MFMP Transaction Fee Reports in the Department's electronic format. Reports are due 15 calendar days after the end of the reporting period. For information on how to submit Transaction Fee Reports online, please reference the detailed fee reporting instructions and vendor training presentations available online at the "Transaction Fee & Reporting" section and "Training for Vendors" subsections under the "Vendors" tab on the MFMP website. Assistance with Transaction Fee Reporting is also available from the MFMP Customer Service Desk by email at: VendorHelp(a_) myfloridamarketplace.com or telephone 866-FLA-EPRO (866-352-3776) from 8:00 a.m. to 6:00 p.m. Eastern Time. 3.19 Quarterly Sales Reports The Contractor shall submit a quarterly sales report electronically, in the required format, to the Department's Contract Manager within thirty (30) calendar days after close of each quarter. The quarterly sales report can be found here: https://www.dms.myflorida.com/business operations/ state purchasing/vendor resources/quarterly sales report format. Failure to provide the quarterly sales report will result in the imposition of financial consequences and may result in the Contractor being found in default and the termination of the Contract. Initiation and submission of the quarterly sales report are the responsibility of the Contractor without prompting or notification by the Department. Sales will be reviewed on a quarterly basis. If no sales are recorded during the period, the Contractor must submit a report stating that there was no activity. If no sales are recorded in two consecutive quarters, the Contractor may be placed in probationary status or the Department may terminate the Contract. Quarter 1 — (July -September) — due 30 calendar days after the close of the period Page 12 of 16 102 DocuSign Envelope ID: 2FBA4B5F-2CDO-4291-B26E-66EC2DOF798D Quarter 2 — (October -December) — due 30 calendar days after the close of the period Quarter 3 — (January -March) — due 30 calendar days after the close of the period Quarter 4 — (April -June) due 30 calendar days after the close of the period 3.20 Diversity Report The Contractor shall report to each Customer, spend with _certified and other minority business enterprises. These reports shall include the period covered, the name, minority code and Federal Employer Identification Number of each minority business utilized during the period, Commodities provided by the minority business enterprise, and the amount paid to each minority business on behalf of each purchasing agency ordering under the terms of this Contract. 3.21 Ad Hoc Reports The Department or Customer may require additional Contract information such as copies of purchase orders or ad hoc sales reports. The Contractor shall submit information in response to these specific ad hoc requests for reports within the specified amount of time as requested by the Department or Customer. 3.22 Business Review Meetings In order to maintain the relationship between the Department and the Contractor, each quarter the Department may request a business review meeting. The business review meeting may include, but is not limited to, the following: • Successful completion of deliverables • Review of the Contractor's performance • Review of minimum required reports • Addressing of any elevated Customer issues • Review of continuous improvement ideas that may help lower total costs and/or improve business efficiencies. 3.23 Financial Consequences Financial Consequences will be assessed for failure to timely perform or submit a report as required by the Contract and shall be paid via check or money order in US Dollars, and made out to the Department of Management Services or the specific Customer, where applicable. Financial Consequences will be assessed daily for each individual failure until the performance or submittal is accomplished to the Department's or Customer's satisfaction, unless stated otherwise. For the submissions of reports, financial consequences will apply to each target period beginning with the first full month or quarter of the Contract's performance and each month and quarter thereafter. Page 13 of 16 103 DocuSign Envelope ID: 2FBA4B5F-2CDO-4291-B26E-66EC2DOF798D Performan Financial Deliverable Performance Metric ce Due Consequence for Date Non -Performance Contractor will timely All Quarterly Sales Reports $250 per Calendar submit completed Reports will be submitted are due on Day late/not received Quarterly Sales Reports timely with the required or before by the Contract information the 30th Manager calendar day after the close of each State fiscal quarter Contractor will timely All MFMP Transaction Reports $100 per Calendar submit completed MFMP Fee Reports will be are due on Day late/not received Transaction Fee Reports submitted timely with the or before by the Contract required information the 151h Manager calendar day after the close of each month Contractor will provide All Price Quote Forms will Upon $25 per order accurate Price Quote be provided to Customers Customer Forms to Customers with accurate information request The Department and Customers reserve the right to, in addition to withholding payment, implementing other appropriate remedies, such as Contract termination or non -renewal. 3.24 MSRP List and Product Adjustments The Contractor shall submit a complete MSRP List that includes all Commodities (i.e. Base Equipment; OEM Options, Parts, Accessories, and Implements; and Non -OEM Options, Parts, Accessories, and Implements) for each Manufacturer/ Brand Name and Sub -Group (or Group, for Groups that do not include Sub -Groups) for which the Contractor received an award; the Commodities listed on the MSRP must match the Commodities listed on the price sheet. The MSRP List is subject to the Department's approval. The MSRP List shall include the following for each Commodity: The Manufacturer/Brand Model Number, the Manufacturer/Brand Item Description, and the MSRP. The Contractor shall include a cover page, which shall provide the applicable Group, Sub -Group (for Groups that include Sub -Groups), Manufacturer/Brand Name, and MSRP List date. The Department shall be the final arbiter of MSRPs if an MSRP on the Contractor's MSRP List differs from the published MSRP. The Contractor shall be responsible for removing all non -eligible and unacceptable Commodities under the Contract from the Contractor's MSRP List. The Contractor may add products to the MSRP List at any time during the life of the Contract by submitting a complete and revised MSRP List. Products added must be from a Manufacturer/Brand Name for which the Contractor received an award and fall within the scope Page 14 of 16 104 DocuSign Envelope ID: 2FBA4B5F-2CDO-4291-B26E-66EC2DOF798D of a Sub -Group (or Group, for Groups that do not include Sub -Groups) for which the Contractor received an award. The Contractor shall be responsible for removing all non -eligible and unacceptable Commodities under the Contract from the Contractor's MSRP List. The Contractor may update existing product's MSRPs on the MSRP List to match the MSRPs published by the Manufacturer no earlier than twelve (12) months after the start date of the Contract and, thereafter, or no earlier than twelve (12) months after the date of the previous MSRP update. The Contractor may update the existing product's MSRPs on the MSRP List by submitting a complete and revised MSRP List for Department review and approval. Revised MSRP Lists, regardless of whether the Contractor is adding products or updating existing product's MSRPs, must be accompanied by a revised price sheet, as described in the `Price Sheet and Price Adjustments' section of the Scope of Work, as well as a list of all changes made from the previously submitted version of the MSRP List. 3.25 Price Sheet and Price Adjustments The Contractor shall submit a complete price sheet to include the following Commodities (i.e. Base Equipment and OEM Options, Parts, Accessories) for each Brand/Manufacturer and Sub - Group (or Group, for Groups that do not include Sub -Groups) for which the Contractor received an award; the Commodities listed on the price sheet must match the Commodities listed on the MSRP List. The price sheet is subject to the Department's approval. The price sheet shall be provided in Excel format and include a separate tab for each Sub -Group (or Group, for Groups that do not include Sub -Groups). Each tab shall include, at minimum, the following information for each Commodity offered under that Sub -Group (or Group, for Groups that do not include Sub - Groups): • Manufacturer/Brand Name (as shown on the Product Group Discount Sheet); • Commodity Type (i.e. Base Equipment and OEM Option, Part, Accessory, or Implement); • Model number or other identifier that Customers can use to locate the Commodity on the Brand/Manufacturer's website; • Description; • MSRP (as shown on the current MSRP List); • Discount (as shown on the Product Group Discount Sheet for the Commodity type, as submitted in the Bid); and • Net Price to the Customer. The Contractor may add products to the price sheet at any time during the life of the Contract by submitting a complete and revised price sheet. Products added must be from a Brand/ Manufacturer Name for which the Contractor received an award and fall within the scope of a Sub -Group (or Group, for Groups that do not include Sub -Groups) for which the Contractor received an award. The Contractor shall be responsible for removing all non -eligible and unacceptable Commodities under the Contract from the Contractor's price sheet. The Contractor may update the MSRPs and Net Prices to the Customer on the price sheet to match the MSRPs published by the Manufacturer no earlier than twelve (12) months after the start date of the Contract and, thereafter, or no earlier than twelve (12) months after the date of the previous MSRP update. The Contractor may update the MSRPs and Net Prices to the Customer on the price sheet by submitting a complete and revised price sheet. Page 15 of 16 105 DocuSign Envelope ID: 2FBA4B5F-2CDO-4291-B26E-66EC2DOF798D Revised price sheets, regardless of whether the Contractor is adding products or updating the MSRPs and Net Prices to the Customer, must be accompanied by a revised MSRP List, as described in the `MSRP List and Product Adjustments' section, as well as a list of all changes made from the previously submitted version of the price sheet. 3.26 E-Verify The following replaces section 13.2 of Attachment 1: The Contractor (and its subcontractors) have an obligation to utilize the U.S. Department of Homeland Security's (DHS) E-Verify system for all newly hired employees. By executing this Contract, the Contractor certifies that it is registered with, and uses, the E-Verify system for all newly hired employees. The Contractor must obtain an affidavit from its subcontractors in accordance with paragraph (2)(b) of section 448.095, F.S., and maintain a copy of such affidavit for the duration of the Contract. In order to implement this provision, the Vendor shall provide a copy of its DHS Memorandum of Understanding (MOU) to the Contract Manager within five days of Contract execution. This section serves as notice to the Contractor regarding the requirements of section 448.095, F.S., specifically sub -paragraph (2)(c)1, and the Department's obligation to terminate the Contract if it has a good faith belief that the Contractor has knowingly violated section 448.09(1), F.S. If terminated for such reason, the Contractor will not be eligible for award of a public contract for at least one year after the date of such termination. The Department reserves the right to order the immediate termination of any contract between the Contractor and a subcontractor performing work on its behalf should the Department develop a good faith belief that the subcontractor has knowingly violated section 448.095(1), F.S. Page 16 of 16 106 J Financial Project No.: 437887-1-04-01 (item-segment,phoe•aequenc a) Contract No.: GO:UD CFDA Number: CFDA Title. STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION PUBLIC TRANSPORTATION JOINT PARTICIPATION AGREEMENT Fund: DPTO Funcilon: 637 Federal No.: DUNS No.: 80-939-7102 Agency DUN$ No.: THIS AGREEMENT, made and entered into this 0 day of I FLAIR Approp,: 088719 FLAIR Obj,: 751000 Org. Code: 55042010429 Vendor No.: VF596000427008 CSFA Number: 55.004 726-03006 PUBLIC TRANSPORTATION OGC • I - Page 1 of 14 CSFA Title: Aviation Grant Proeram by and between the STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION, an agency of the State of Florida, hereinafter referred to as the Department, anf+ riat, nr czcK 1Gti9n , hereinafter referred to as Agency. The Department and Agency agree that all terms of this Agreement will be completed on or before 9/30/2017 and this Agreement will expire unless a time extension is provided in accordance with Section 16.00. WITNESSETH WHEREAS, the Agency has the authority to enter into said Agreement and to undertake the project hereinafter described, and the Department has been granted the authority to function adequately in all areas of appropriate jurisdiction including the implementation of an integrated and balanced transportation system and is authorized under 332.006i6. , Florida Statutes, to enter into this Agreement. NOW, THEREFORE, in consideration of the mutual covenants, promises and representations herein, the parties agree as follows: 1.00 Purpose of Agreement: The purpose of this Agreement is Acquire stormwater equipment at Sebastian Municipal Airport 10T I T FOUR OFFICE OF mcw[ pn!ri N" Rr-�;T and as further described in Exhibit(s) ABC & D attached hereto and by this reference made a part hereof, hereinafter referred to as the project, and to provide Departmental financial assistance to the Agency and state the Page A of 14 107 725430.05 PUBLIC TRANSPORTATION e OGC - IZF14 Page 2 of $4 2.00 Accomplishment of the Project 2.10 General Requirements: The Agency shall commence, and complete the project as described in Exhibit "A" attached hereto and by this reference made a part hereof this Agreement, with all practical dispatch; in a sound, economical, and efficient manner, and in accordance with the provisions herein; and ail applicable laws. 2.20 Pursuant to Federal, State, and Local Law: In the event that any election, referendum, approval, permit, notice, or other proceeding or authorization is requisite under applicable law to enable the Agency to enter Into this Agreement or to undertake the project hereunder, or to observe, assume or carry out any of the provisions of the Agreement, the Agency will initiate and consummate, as provided by law, all actions necessary with respect to any such matters so requisite. 2.30 Funds of the Agency: The Agency shall initiate and prosecute to completion.all proceedings necessary including federal aid requirements to enable the Agency to provide the necessary funds for completion of the project. 2.40 Submission of Proceedings, Contracts and Other Documents: The Agency shall submit to the Department such data, reports, records, contracts and other documents relating to the project as the Department may require as listed in Exhibit "C" attached hereto and by this reference made a part hereof. The Department has the option to require an activity report on a quarterly basis. The activity report will include details of the progress of the project towards completion. 3.00 Project Cost: The total estimated cost of the project is $ 130 000,00 . This amount is based upon the estimate summarized in Exhibit "B" attached hereto and by this reference made a part hereof this Agreement. The Agency agrees to bear all expenses in excess of the total estimated cost of the project and any deficits involved. 4.00 Department Participation: The Department agrees to maximum participation, including contingencies, in the project in the amount of $ 104.000,00 as detailed in Exhibit "B", or in an amount equal to the percentage(s) of total project cost shown in Exhibit "T', whichever is less. 4.10 Project Cost Eligibility : Project costs eligible for State participation will be allowed only from the effective date of this agreement. It is understood that State participation ineligible project costs is subject -to: (a) Legislative approval of the Department's appropriation request in the work program year that the project is scheduled to be committed; (b) Availability of funds as stated in Section 15.00 of this Agreement; Approval of all plans, specifications, contracts or other obligating documents as required by the Department, and all other terms of this Agreement; (c) Department approval of costs in excess of the approved funding or attributable to actions which have not received the required approval of the Department and all other terms of this Agreement, (d) Department approval of the project scope and budget (Exhibits A & B) at the time appropriation authority becomes available. 4.20 Front End Funding : Front end funding 0 is © is not applicable. If applicable, the Department may initially pay 100% of the total allowable incurred project costs up to an amount equal to its total share of participation as shown in paragraph 4,00. 5.00 Project Budget and Payment Provisions: 5.10 The Project Budget: A project budget shall be prepared by the Agency and approved by the Department. The Agency shall maintain said budget, carry out the project and shall incur obligations against project funds only in conformity with the latest approved budget for the project. No budget increase or decrease shall be effective unless it complies with fund participation requirements established in Section 4.00 of this Agreement, or Page 2 of 14 108 725.030.05 PUBLIC TRANSPORTATION occ . 12J 14 Page 3 of N 5.20 Payment Provisions: Unless otherwise allowed, payment will begin in the year the project or project phase is scheduled in the work program as of the date of the agreement. Payment will be made for actual costs incurred as of the date the invoice is submitted with the final payment due upon receipt of a final invoice. Payment shall be made only after receipt and approval of goods and services unless advance payments are authorized by the Chief Financial Officer of the State of Florida under Chapters 215 and 216, Florida Statutes. If the Department determines that the performance of the Participant is unsatisfactory, the Department shall notify the Participant of the deficiency to be corrected, which correction shall be made within a time -frame to be specified by the Department. The. Participant shall, within five days after notice from the Department, provide the. Department with a corrective action plan describing how the. Participant will address all issues of contract non-performance, unacceptable performance, failure to meet the minimum performance levels, deliverable deficiencies, or contract non-compliance. if the corrective action plan is unacceptable to the Department, the Participant shall be assessed a non-performance retainage equivalent to 10% of the total invoice amount. The retainage shall be applied to the invoice for the then -current billing period. The retainage shall be withheld until the Participant resolves the deficiency. if the deficiency is subsequently resolved, the Participant may bill the Department for the retained amount during the next billing period. If the Participant is unable to resolve the deficiency, the funds retained may be forfeited at the end of the Agreements term. 6.00 Accounting Records: 6.1A Establishment and Maintenance of Accounting Records: The Agency shall establish for the project, in conformity with requirements established by Department's program guidelines/procedures and "Principles for State and Local Governments", separate accounts to be maintained within its existing accounting system or establish independent accounts. Such accounts are referred to herein collectively as the "project account". Records of costs Incurred under terms of this Agreement shall be maintained in the project account and made available upon request to the Department at all times during the period of this Agreement and for five (5) years after final payment is made. Copies of these documents and records shall be furnished to the Department upon request. Records of costs incurred include the Agency's general accounting records and the Project records, together with supporting documents and records, of the Agency and all sub -consultants performing work on the Project and all other records of the Agency and sub -consultants considered necessary by the Department for a proper audit of costs. If any litigation, claim, or audit is started before the expiration of the five (5) year period, the records shall be retained until all litigation, claims, or audit findings involving the records have been resolved. 6.20 Costs Incurred for the Project: The Agency shall charge to the project account all eligible costs of the project. Costs in excess of the latest approved budget or attributable to actions which have not received the required approval of the Department shall not be considered eligible costs. 6,30 Documentation of Project Costs: All costs charged to the project, including any approved services contributed by the Agency or others, shall be supported by properly executed payrolls, time records, invoices, contracts, or vouchers evidencing in proper detail the nature and propriety of the charges. 6.40 Checks, Orders, and Vouchers: Any check or order drawn by the Agency with respect to any item which is or will be chargeable against the project account will be drawn only in accordance with a properly signed voucher then on file in the office of the Agency stating in proper detail the purpose for which such check or order is drawn. All checks, payrolls, invoices, contracts, vouchers, orders, or other accounting documents pertaining in whole or in part to the project shall be clearly identified, readily accessible, and, to the extent feasible, kept separate and apart from all other such documents. 6.50 Audit Authority: The administration of Federal or State resources awarded through the Department to the Agency by this Agreement may be subject to audits and/or monitoring by the Department. The following requirements do not limit the authority of the Department to conduct or arrange for the conduct of additional audits or evaluations of Federal awards or State financial assistance or limit the authority of any state agency inspector general, the State of Florida Auditor General, or any other state official. The Agency shall comply with all audit and audit reporting requirements as specified below. Page 3 of 14 109 725•osaos PUBLIC TRANSPORTATION OGC • 12N Pago a al 14 Part I Federally Funded: 1, In addition to reviews of audits conducted in accordance with OMB Circular A-133, for fiscal years beginning before December 26, 2014, and in accordance with 2 CFR Part 200, Subpart F - Audit Requirements, for fiscal years beginning on or after December 26, 2014, monitoring procedures may include but not be limited to on -site visits by Department staff and/or other procedures including, reviewing any required performance and financial reports, following up, ensuring corrective action, and issuing management decisions on weaknesses found through audits when those findings pertain to Federal awards provided through the Department by this Agreement. By entering into this Agreement, the Agency agrees to comply and cooperate fully with any monitoring procedures/processes deemed appropriate by the Department. The Agency further agrees to comply and cooperate with any inspections, reviews, investigations, or audits deemed necessary by the Department, State of Florida Chief Financial Officer (CFO) or State of Florida Auditor General. 2. The Agency, a non -Federal entity as defined by OMB Circular A-133, for fiscal years beginning before December 26, 2014, and as defined by 2 CFR Part 200, Subpart F - Audit Requirements, for fiscal years beginning on or after December 26, 2014,.as a subrecipient of a Federal award awarded by the. Department through this Agreement is subject to the following requirements; a. in the event the Agency expends a total amount of Federal awards equal to or in excess of the threshold established by OMB Circular A-133, for fiscal years beginning before December 26, 2014, and established by 2 CFR Part 200, Subpart F -Audit Requirements, for fiscal years beginning on or after December 26, 2014, the Agency must have a Federal single or programspecific audit conducted for such fiscal year in accordance with the provisions of OMB Circular A-133, for fiscal years beginning before December 26, 2014, and in accordance with the provisions of 2 CFR Part 200, Subpart F - Audit Requirements, for Fiscal years beginning on or after December 26, 2014. Exhibit to this Agreement provides the required Federal award identification information needed by the Agency to further comply with the requirements of OMB Circular A-133 for fiscal years beginning before December 26, 2014, and the requirements of 2 CFR Part 200, Subpart F - Audit Requirements, for fiscal years beginning on or after December 26, 2014. In determining Federal awards expended in a fiscal year, the Agency must consider all sources of Federal awards based on when the activity related to the Federal award occurs, Including the Federal award provided through the Department by this Agreement. The determination of amounts of Federal awards expended should be in accordance with the guidelines established by OMB Circular A-133, for fiscal years beginning before December25, 2014, and established by 2 CFR Part 200, Subpart F - Audit Requirements, for fiscal years beginning on or after December 26, 2014, An audit conducted by the State of Florida Auditor General in accordance with the provisions of OMB Circular A-133, for fiscal years beginning before December 26, 2014, and in accordance with 2 CFR Part. 200, Subpart F - Audit Requirements, for fiscal years beginning on or after December 26, 2014, will meet the requirements of this part. b. In connection with the audit requirements, the Agency shall fulfill the requirements relative to the auditee responsibilities as provided in OMB Circular A-133, for fiscal years beginning before December 26, 2014, and as provided in 2 CFR Part 200, Subpart F - Audit Requirements, for fiscal years beginning on or after December 26, 2014. c. In the event the Agency expends less than the threshold established by OMB Circular A-133, for fiscal years beginning before December 28, 2014, and established by 2 CFR Part 200, Subpart F - Audit Requirements, for fiscal years beginning on or after December 26, 2014, in Federal awards, the Agency is exempt from Federal audit requirements for that fiscal year. However, the Agency must provide a single audit exemption statement to the Department at FDOTSIngieAudit "Lay' dot.state.fi.us no later than nine months after the end of the Agency's audit period for each applicable audit year. in the event the Agency expends less than the threshold established by OMB Circular A-133, for fiscal years beginning before December 26, 2014, and established by 2 CFR Part 200, Subpart F - Audit Requirements, for fiscal years beginning on or after December 26, 2014, in Federal awards in a fiscal year and elects to have an audit conducted in accordance with the provisions of OMB Circular A-133, for fiscal years beginning before December 26, 2014, and in accordance with 2 CFR Part 200, Subpart F Page 4 of 14 110 72&O30-OG PUBLIC TRANSPORTATION OGC - 17J14 Paga 8 of 14 d. The Agency must electronically submit to the Federal Audit Clearinghouse (FAC) at https:/Marvester.census,gov/facweb/ the audit reporting package as required by OMB Circular A-133, for fiscal years beginning before December 26, 2014, and as required by 2 CFR Part 200, Subpart F Audit Requirements, for fiscal years beginning on or after December 26, 2014, within the earlier of 30 calendar days after receipt of the auditor's report(s) or nine months after the end of the audit period. The FAC is the repository of record for audits required by OMB Circular A-133, for fiscal years beginning before December 26, 2014, and for audits required by 2 CFR Part 200, Subpart F - Audit Requirements, for fiscal years beginning on or after December 26, 2014, and this Agreement. However, the Department requires a copy of the audit reporting package also be submitted to FDOTSIngleAudit@dot.state,fi.us within the earlier of 30 calendar days after receipt of the auditor's report(s) or nine months after the end of the audit period as required by OMB Circular A-133, for fiscal years beginning before December 26, 2014, and as required by 2 CFR Part 200, Subpart F - Audit Requirements, for fiscal years beginning on or after December 26, 2014. e. Upon receipt, and within six months, the Department will review the Agency's audit reporting package, including corrective action plans and management letters, to the extent necessary to determine whether timely and appropriate action on all deficiencies has been taken pertaining to the Federal award provided through the Department by this Agreement. If the Agency fails to have an audit conducted in accordance with OMB Circular A-133, for fiscal years beginning before December 26, 2014, and in accordance with 2 CFR Part 200, Subpart F - Audit Requirements, for fiscal years beginning on or after December 26, 2014, the Department may impose additional conditions to remedy noncompliance. if the. Department determines that noncompliance cannot be remedied by imposing additional conditions, the Department may take appropriate actions to enforce compliance. f. As a condition of receiving this Federal award, the Agency shall permit the Department, or its designee, the CFO or State of Florida Auditor General access to the Agency's records including financial statements, the independent auditors working papers and project records as necessary. Records related to unresolved audit findings, appeals or litigation shall be retained until the action is complete or the dispute is resolved. g. The Department's contact information for requirements under this part is as follows: Office of Comptroller, MS 24 605 Suwannee Street Tallahassee, Florida 32399-0450 FDOTSingleAudit@dot.state.fl.us Part 11 State Funded: 1. In addition to reviews of audits conducted in accordance with Section 215.97, Florida Statutes, monitoring procedures to monitor the Agency's use of state financial assistance may include but not be limited to on -site visits by Department staff and/or other procedures including, reviewing any required performance and financial reports, following up, ensuring corrective action, and issuing management decisions on weaknesses found through audits when those findings pertain to state financial assistance awarded through the Department by this Agreement. By entering into this Agreement, the Agency agrees to comply and cooperate fully with any monitoring procedures/processes deemed appropriate by the Department. The Agency further agrees to comply and cooperate with any inspections, reviews, investigations, or audits deemed necessary by the Department, the Department of Financial Services (DFS) or State of Florida Auditor General. 2. The Agency, a nonstate entity as defined by Section 215.97(2)(m), Florida Statutes, as a recipient of state. financial assistance awarded by the Department through this Agreement is subject to the following requirements: In the event the Agency meets the audit threshold requirements established by Section 215.97, Florida Statutes, the Agency must have a State single or project -specific audit conducted for such fiscal year in accordance with Section 215.97, Florida Statutes: applicable rules of the Department of Financial Services; and Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for -profit organizations), Rules of the Auditor General. Exhibit __ _ . _ to this Agreement indicates state financial assistance awarded through the Department by this Agreement needed by the Agency to further comply with the requirements of Section 215.97, Florida Statutes. in determining the state financial assistance expended in a fiscal year, the Agency shall consider all sources of state financial assistance, including state financial assistance received Page 5 at 14 111 T2soaaoe PUBLIC TRANSPORTATION OGC . 121f4 Pages of 14 b. In connection with the audit requirements, the Agency shall ensure that the audit complies with the requirements of Section 215.97(8), Florida Statutes. This includes submission of a financial reporting package as defined by Section 215.97(2)(e), Florida Statutes, and Chapters 10.550 (local governmental entitles) or 10.650 (nonprofit and for -profit organizations), Rules of the Auditor General. c. In the event the Agency does not meet the audit threshold requirements established by Section 215.97, Florida Statutes, the Agency is exempt for such fiscal year from the state single audit requirements of Section 215.97, Florida Statutes. However, the Agency must provide a single audit exemption statement to the Department at FDOTSingleAudit@dot:state. Us no later than nine months after the end of the Agency's audit period for each applicable audit year. In the event the Agency does not meet the audit threshold requirements established by Section 2.15.97, Florida Statutes, in a fiscal year and elects to have an audit conducted in accordance with the provisions of Section 215.97, Florida Statutes, the cost of the audit must be paid from the Agency's resources (i.e., the cost of such an audit must be paid from the Agency's resources obtained from other than State entities). d. In accordance with Chapters 10,550 (local governmental entities) or 10.650 (nonprofit and for -profit organizations), Rules of the Auditor General, copies of financial reporting packages required by this Agreement shall be submitted to: Florida Department of Transportation Office of Comptroller, MS 24 605 Suwannee Street Tallahassee, Florida 32399-0405 FDOTSingleAudit@dot.state.fl.us And State of Florida Auditor General Local Government Audits/342 111W Madison Street, Room 401 Tallahassee, FL 32399-1450 e. Any copies of financial reporting packages, reports or other information required to be submitted to the Department shall be submitted timely in accordance with Section 215.97, Florida Statutes, and Chapters 10,550 (local governmental entities) or 10.650 (nonprofit and for -profit organizations), Rules of the Auditor General, as applicable. f. The Agency, when submitting financial reporting packages to the Department for audits done in accordance with Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for -profit organizations), Rules of the Auditor General, should indicate the date the reporting package was delivered to the Agency In correspondence accompanying the reporting package. g. Upon receipt, and within six months, the Department will review the Agency's financial reporting package, including corrective action plans and management letters, to the extent necessary to determine whether timely and appropriate corrective action on all deficiencies has been taken pertaining to the state financial assistance provided through the Department by this Agreement. If the Agency fails to have an audit conducted consistent with Section 215,97, Florida Statutes, the Department may take appropriate corrective action to enforce compliance. h. As a condition of receiving state financial assistance, the Agency shall permit the. Department, or its designee, DFS or the Auditor General access to the Agency's records including financial statements, the independent auditor's working papers and project records as necessary. Records related to unresolved audit findings, appeals or litigation shall be retained until the action is complete or the dispute is resolved. Page 6.114 112 725.070.06 PUBLIC TRANSPORTATION OGG • 121,14 Pap 7 of 14 The Agency shall retain sufficient records demonstrating its compliance with the terms of this Agreement for a period of five years from the date the audit report is issued and shall allow the Department, or its designee, DFS or State of Florida Auditor General access to such records upon request. The Agency shall ensure that the audit working papers are made available to the Department, or its designee, DFS or State of Florida Auditor General upon request for a period. of five years from the date the audit report is issued unless extended in writing by the Department. 6.60 Insurance: Execution of this Joint Participation Agreement constitutes a certification that the Agency has and will maintain the ability to repair or replace any project equipment or facilities in the event of loss or damage due to any accident or casualty for the useful life of such equipment or facilities. In the event of the loss of such equipment or facilities, the Agency shall either replace the equipment or facilities or reimburse the Department to the extent of. Its interest in the lost equipment or facility. The Department may waive or modify this section as appropriate. 7.00 Requisitions and Payments: 7.10 Action by the Agency: In order to obtain any Department funds, the Agency shall file with the Department of Transportation, District Four Public Transportation Office 3400 West Commercial Boulevard Fort Lauderdale. Ft_ ., FL, _ 33309 its requisition on a form or forms prescribed by the Department, and any other data pertaining to the project account (as defined in Paragraph 6.10 hereof) to justify and support the payment requisitions. 7.11 The Agency shall provide the following quantifiable, measurable and verifiable units of deliverables as established in Exhibit "A". Each deliverable must specify the required minimum level of service to be performed and the criteria for evacuating successful completion. 7.12 Invoices for fees or other compensation for services or expenses shall be submitted in detail sufficient for a proper pre -audit and post -audit thereof, based on the quantifiable, measurable and verifiable units of deliverables as established in Exhibit "A". Deliverables must be received and accepted in writing by the Department's Project Manager prior to payments. 7.13 Supporting documentation must establish that the deliverables were received and accepted in writing by the Department and that the required minimum level of service to be performed based on the criteria for evaluating successful completion as specified in Section 2.00 and Exhibit "A" has been met. 7.14 Invoices for any travel expenses by the Agency shall be submitted in accordance with Chapter 112,061, F.S., and shall be submitted on the Department's Travel Form No. 300-000.01. The Department may establish rates lower than the maximum provided in Chapter 112.061, F.S. 7,15 For real property acquired, submit; (a) the date the Agency acquired the real property, (b) a statement by the Agency certifying that the Agency has acquired said real property, and actual consideration paid for real property. (c) a statement by the Agency certifying that the appraisal and acquisition of the real property together with any attendant relocation of occupants was accomplished in compliance with all federal laws, rules and procedures required by any federal oversight agency and with all state laws, rules and procedures that may apply to the Agency acquiring the real property, 7.20 The Department's Obligations: Subject to other provisions hereof, the Department will honor such requisitions in amounts and at times deemed by the Department to be proper to ensure the carrying out of the project and payment of the eligible costs. However, notwithstanding any other provision of this Agreement, the Department may elect by notice in writing not to make a payment on the project if. 7.21 Misrepresentation: The Agency shalt have made misrepresentation of a material nature in its application, or any supplement thereto or amendment thereof, or in or with respect to any document or data furnished therewith or pursuant hereto; Page 7 cf 14 113 72i-g38.68 PUBLIC TRANSPORTATION OGC • 74 Page a o 14 7.22 Litigation: There is then pending litigation with respect to the performance by the Agency of any of its duties or obligations which may jeopardize or adversely affect the project, the Agreement, or payments to the project; 7.23 Approval by Department: The Agency shall have taken any action pertaining to the project which, under this agreement, requires the approval of the Department or has made related expenditures or incurred related obligations without having been advised by the Department that same are approved; 7.24 Conflict of Interests: There has been any violation of the conflict of interest provisions contained herein; 7.25 Default: The Agency has been determined by the Department to be in default under any of the provisions of the Agreement; or 7.26 Federal Participation (if Applicable): Any federal agency providing federal financial assistance to the project suspends or terminates federal financial assistance to the project, In the event of suspension or termination of federal financial assistance, the Agency will reimburse the Department for all disallowed costs, including any and all federal financial assistance as detailed in Exhibit "B." 7.30 Disallowed Casts: In determining the amount of the payment, the Department will exclude all projects costs incurred by the Agency prior to the effective date of this Agreement, after the expiration date of this Agreement, costs which are not provided for in the latest approved scope and budget for the project; and costs attributable to goods or services received under a contract or other arrangements which have not been approved by the Department and costs invoiced prior to receipt of annual notification of fund availability, 7.40 Payment Offset: If, after project completion, any claim is made by the Department resulting from an audit or for work or services performed pursuant to this agreement, the Department may offset such amount from payments due for work or services done under any public transportation joint participation agreement which it has with the Agency owing such amount if, upon demand, payment of the amount is not made within sixty (60) days to the Department. Offsetting amounts shall not be considered a breach of contract by the Department 8.00 Termination or Suspension of Project: 8.10 Termination or Suspension Generally: If the Agency abandons or, before completion, finally discontinues the project; or if, by reason of any of the events or conditions set forth in Sections 7.21 to 7,26 inclusive, or for any other reason, the commencement, prosecution,. or timely completion of the project by the Agency is rendered improbable, infeasible, impossible, or illegal, the Department will, by written notice to the Agency, suspend any or all of its obligations under this Agreement until such time as the event or condition resulting in such suspension has ceased or been corrected, or the Department may terminate any or all of its obligations under this Agreement. 8.11 Action Subsequent to Notice of Termination or Suspension. upon receipt of any final termination or suspension notice under this paragraph, the Agency shall proceed promptly to carry out the actions required therein which may include any or all of the following: (1) necessary action to terminate or suspend, as the case may be, project activities and contracts and such other action as may be required or desirable to keep to the minimum the costs upon the basis of which the financing Is to be computed; (2) furnish a statement of the project activities and contracts, and other undertakings the cost of which are otherwise includable as project costs; and (3) remit to the Department such portion of the financing and any advance payment previously received as is determined by the Department to be due under the provisions of the Agreement. The termination or suspension shall be carried out in conformity with the latest schedule, plan, and budget as approved by the Department or upon the basis of terms and conditions imposed by the Department upon the failure of the Agency to furnish the schedule, plan, and budget within a reasonable time, The approval of a remittance by the Agency or the closing out of federal financial participation in the project shall not constitute a waiver of any claim which the Department may otherwise have arising out of this Agreement: 8.12 The Department reserves the right to unilaterally cancel this Agreement for refusal by the contractor or Agency to allow public access to all documents, papers, letters, or other material subject to the provisions of Chapter 119, F.S. and made or received in conjunction with this Agreement. 9.00 Audit and Inspection.: The Agency shall permit, and shall require its contractors to permit, the Department's authorized representatives to inspect all work, materials, payrolls, records and to audit the books, records and accounts pertaining to the financing and development of the project. Page 8 of 14 114 725.030-06 PUBLIC TRANSPORTATION 00C • M1g1 Page 9 of f 10.00 Contracts of the Agency: 10.10 Third Party Agreements: The Department specifically reserves the right to review and approve any and all third party contracts with respect to the Project before the Agency executes or obligates itself in any manner requiring the disbursement of Department funds, including consultant, purchase of commodities contracts or amendments thereto. if the Department chooses to review and approve third party contracts for this Project and the Agency fails to obtain such approval, that shall be sufficient cause for nonpayment by the Department as provided in Section 7.23. The Department specifically reserves unto itself the right to review the qualifications of any consultant or contractor and to approve or disapprove the employment of the same, If Federal Transit Administration (FTA) funds are used in the project, the Department must exercise the right to third party contract review. 10.20 Procurement of Personal Property and Services 10.21 Compliance with Consultants' Competitive Negotiation Act: It is understood and agreed by the parties hereto that participation by the Department in a project with an Agency, where said project involves a consultant contract for engineering, architecture or surveying services, is contingent on the Agency complying in full with provisions of Chapter 287.055, F.S., Consultants' Competitive Negotiation Act. At the discretion of the Department, the Agency will involve the Department in the Consultant Selection Process for all contracts, in all cases, the Agency's Attorney shall certify to the Department that selection has been accomplished in compliance with Chapter 287.055 F.S., the Consultants' Competitive Negotiation Act. 10.22 Procurement of Commodities or Contractual Services: It is understood and agreed by the parties hereto that participation by the Department in a project with an Agency, where said project involves the purchase of commodities or contractual services or the purchasing of capital equipment or the constructing and equipping of facilities, which includes engineering, design, and/or construction activities, where purchases or costs exceed the Threshold Amount for CATEGORY TWO per Chapter 287.017 F.S., is contingent on the Agency complying in full with the provisions of Chapter 287.057 F.S. The Agency's Attorney shall certify to the Department that the purchase of commodities or contractual services has been accomplished in compliance with Chapter 287.057 F.S. It shall be the sole responsibility of the Agency to ensure that any obligations made in accordance with this Section comply with the current threshold limits. Contracts, purchase orders, task orders, construction change orders, or any other agreement that would result in exceeding the current budget contained in Exhibit "B", or that is not consistent with the project description and scope of services contained in Exhibit "A" must be approved by the Department prior to Agency execution, Failure to obtain such approval, and subsequent execution of an amendment to the Agreement if required, shall be sufficient cause for nonpayment by the Department as provided in Section 7.23. 10.30 Disadvantaged Business Enterprise (DBE) Policy and Obligation: 10.31 DBE Policy: The contractor, sub recipient or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR part 26 in the award and administration of DOT -assisted contracts. Failure by the contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as the recipient deems appropriate. The recipient shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of any DOT -assisted contract or in the administration of its DBE program or the requirements of 49 CFR part 26. The recipient shall take all necessary and reasonable steps under 49 CFR part 26 to ensure nondiscrimination in the award and administration of DOT -assisted contracts. The recipient's DBE program, as required by 49 CFR part 26 and as approved by DOT, is incorporated by reference in this agreement. Implementation of this program is a legal obligation and failure to carry out its terms shall be treated as a violation of this agreement. Upon notification to the recipient of its failure to carry out its approved program, the Department may impose sanctions as provided for under part 26 and may, in appropriate cases, refer the matter for enforcement under 18 U.S.C. 1001 and/or the Program Fraud Civil Remedies Act of 1986 (31 U.S.C. 3801 et seq.) 10.40 The Agency agrees to report any reasonable cause notice of noncompliance based on 49 CFR Part 26 filed under this section to the Department within 30 days of receipt by the Agency Paga 9 W 14 115 11.00 Restrictions, Prohibitions, Controls, and Labor Provisions. rza•oso.oc PLISUC rRANSPORTATION Page 10 o 14 11.10 Equal Employment Opportunity. In connection with the carrying out of any project, the Agency shall not discriminate against any employee or applicant for employment because of race, age, creed, color, sex or national origin. The Agency will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, age, creed, color, sex, or national origin. Such action shall include, but not be limited to, the following: Employment upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Agency shall insert the foregoing provision modified only to show the particular contractual relationship in all its contracts in connection with the development or operation of the project, except contracts for standard commercial supplies or raw materials, and shall require all such contractors to insert a similar provision in all subcontracts, except subcontracts for standard commercial supplies or raw materials. When the project involves installation, construction, demolition, removal, site improvement, or similar work, the Agency shall post, in conspicuous places available to employees and applicants for employment for project work, notices to be provided by the Department setting forth the provisions of the nondiscrimination clause. 11.20 Title VI Civil Rights Act of 1964: Execution of this Joint Participation Agreement constitutes a certification that the Agency will comply with all the requirements Imposed by Title VI of the Civil Rights Act of 1964 (42 U.S.C. 2000d, et. seq.), the Regulations of the Federal Department of Transportation issued thereunder, and the assurance by the Agency pursuant thereto. 11,30 Title VEIL - Civil Rights Act of 1968: Execution of this Joint Participation Agreement constitutes a certification that the Agency will comply with all the requirements imposed by Title Vill of the Civil Rights Act of 1968, 42 USC 3601,et seq., which among other things, prohibits discrimination in employment on the basis of race, color, national origin, creed, sex, and age. 11.40 Americans with Disabilities Act of 1990 (ADA): Execution of this Joint Participation Agreement constitutes a certification that the Agency will comply with all the requirements imposed by the ADA (42 U.S.C. 12102, et. seq.), the regulations of the federal government issued thereunder, and the assurance by the Agency pursuant thereto. 11.50 Prohibited Interests: The Agency shall not enter into a contract or arrangement in connection with the project or any property included or planned to be included in the project, with any officer; director or employee of the Agency, or any business entity of which the officer, director or employee or the officers, director's or employee's spouse or child is an officer, partner, director, or proprietor or in which such officer, director or employee or the officer's, director's or employee's spouse or child, or any combination of them, has a material interest. "Material Interest" means direct or indirect ownership of more than 5 percent of the total assets or capital stock of any business entity, The Agency shall not enter into any contract or arrangement in connection with the project or any property included or planned to be included in the project, with any person or entity who was represented before the Agency by any person who at any time during the immediately preceding two years was an officer, director or employee of the Agency. The provisions of this subsection shall not be applicable to any agreement between the Agency and its fiscal depositories, any agreement for utility services the rates for which are fixed or controlled by the government, or any agreement between the Agency and an agency of state government. 11.60 Interest of Members of, or Delegates to, Congress: No member or delegate to the Congress of the United States, or the State of Florida legislature, shall be admitted to any share or part of the Agreement or any benefit arising therefrom. 12.00 Miscellaneous Provisions: Papa 10 of 14 116 12.10 Environmental Regulations: Execution of this Joint Participation Agreement constitutes a certification by t 72&OSO-06 UC TRANSPORTATION Agency that the project will be carried out in conformance with all applicable environmental regulations including the Ogo 11 Gc. IV14 securing of any applicable permits. The Agency will be solely responsible for any liability in the event of non-compliance Poor is with applicable environmental regulations, including the securing of any applicable permits, and will reimburse the Department for any loss incurred in connection therewith. 12.20 Department Not obligated to Third Parties: The Department shall not be obligated or liable hereunder to any party other than the Agency. 12.30 When Rights and Remedies Not Waived: in no event shall the making by the Department of any payment to the Agency constitute or be construed as a waiver by the Department of any breach of covenant or any default which may then exist, on the part of the Agency, and the making of such payment by the Department while any such breach or default shall exist shall in no way impair or prejudice any right or remedy available to the Department with respect to such breach or default. 12.40 How Agreement Is Affected by Provisions Being Held Invalid: if any provision of this Agreement is held invalid, the remainder of this Agreement shall not be affected. In such an instance the remainder would then continue to conform to the terms and requirements of applicable law. 12.60 Bonus or Commission: By execution of the Agreement the Agency represents that It has not paid and, also, agrees not to pay, any bonus or commission for the purpose of obtaining an approval of its application for the financing hereunder. 12.60 State or Territorial Law: Nothing In the Agreement shall require the Agency to observe or enforce compliance with any. provision thereof, perform any other act or do any other thing in contravention of any applicable State law: Provided, that if any of the provisions of the Agreement violate any applicable State law, the Agency will at once notify the Department in writing in order that appropriate changes and modifications may be made by the Department and the Agency to the end that the Agency may proceed as soon as possible with the project. 12.70 Use and Maintenance of Project Facilities and Equipment: The Agency agrees that the project facilities and equipment will be used by the Agency to provide or support public transportation for the period of the useful life of such facilities and equipment as determined in accordance with general accounting principles and approved by the Department. The Agency further agrees to maintain the project facilities and equipment in good working order for the useful life of said facilities or equipment. 12.71 Property Records: The Agency agrees to maintain property records, conduct physical Inventories and develop control systems as required by 49 CFR Part 18, when applicable, 12.80 Disposal of Project Facilities or Equipment: if the Agency disposes of any project facility or equipment during its useful life for any purpose except its replacement with like facility or equipment for public transportation use, the Agency will comply with the terms of 49 CFR Part 18 relating to property management standards. The. Agency agrees to remit to the Department a proportional amount of the proceeds from the disposal of the facility or equipment. Said proportional amount shall be determined on the basis of the ratio of the Department financing of the facility or equipment as provided in this Agreement. 12.90 Contractual Indemnity: To the extent provided by law, the Agency shall indemnify, defend, and hold harmless the Department and all of its officers, agents, and employees from any claim, loss, damage, cost, charge, or expense arising out of any act, error, omission, or negligent act by the Agency, its agents, or employees, during the performance of the Agreement, except that neither the Agency, its agents, or its employees will be liable under this paragraph for any claim, loss, damage, cost, charge, or expense arising out of any act, error, omission, or negligent act by the Department or any of its officers, agents, or employees during the performance of the Agreement. When the Department receives a notice of claim for damages that may have been caused by the Agency in the performance of services required under this Agreement, the Department will immediately forward the claim to the Agency. The Agency and the Department will evaluate the claim and report their findings to each other within fourteen (14) working days and will jointly discuss options in defending the claim. After reviewing the claim, the Department will determine whether to require the participation of the Agency in the defense of the claim or to require that the Agency defend the Department in such claim as described in this section, The Department's failure to promptly notify the Agency of a claim shall not act as a waiver of any right herein to require the participation in or defense of the claim by Agency. Page 11 of 14 117 725.030.4 13.00 Plans and Specifications: in the event that this Agreement involves the purchasing of capital equipment or th&UBLIc TRANSPORTATION occ • 1u1a constructing and equipping of facilities, where plans and specifications have been developed, the Agency shall provide an fags 12of U Engineer's Certification that certifies project compliance as listed below, or In Exhibit "C" if applicable. For the plans, specifications, construction contract documents, and any and all other engineering, construction, and contractual documents produced by the Engineer, hereinafter collectively referred to as "plans", the Agency will certify that: a. All plans comply with federal, state, and professional standards as well as minimum standards established by the Department as applicable; b. The plans were developed in accordance with sound engineering and design principles, and with generally accepted professional standards; c. The plans are consistent with the intent of the project as defined in Exhibits "A" and "B" of this Agreement as well as the Scope of Services; and d. The plans comply with all applicable laws, ordinances, zoning and permitting requirements, public notice requirements, and other similar regulations. Notwithstanding the provisions of this paragraph, the Agency, upon request by the Department, shall provide plans and specifications to the Department for review and approvals. 14.00 Project Completion, Agency Certification: The Agency will certify in writing on or attached to the final invoice, that the project was completed in accordance with applicable plans and specifications, is in place on the Agency facility, that adequate title is in the Agency and that the project is accepted by the Agency as suitable for the intended purpose. 16.00 Appropriation of Funds: 15.10 The State of Florida's performance and obligation to pay under this Agreement is. contingent upon an annual appropriation by the Legislature, 15.20 Multi -Year Commitment: In the event this Agreement is in excess of $25,000 and has a term for a period of more than one year, the provisions of Chapter 339.135(6)(a), F.S., are hereby incorporated: "(a) The.Department; during any fiscal year, shall not expend money, incur any liability, or enter into any contract which, by its terms involves the expenditure of money in excess of the amounts budgeted as available for expenditure during such fiscal year. Any contract, verbal or written, made in violation of this subsection is null and void, and no money may be paid on such contract. The Department shall require a statement from the comptroller of the Department that funds are available prior to entering into any such contract or other binding commitment of funds. Nothing herein contained shall prevent the making of contracts for periods exceeding 1 year, but any contract so made shall be executory only for the value of the services to be rendered or agreed to be paid for in succeeding fiscal years; and this paragraph shall be incorporated verbatim in all contracts of the Department which are for an amount in excess of 25,000 dollars and which have'a term for a period of more than 1 year." 16,00 Expiration of Agreement: The Agency agrees to complete the project on or before 9/30/2017 . If the Agency does not complete the project within this time period, this Agreement will expire unless an extension of the time period is requested by the Agency and grantee[ in writing by the Director of Transrortation Development , Expiration of this Agreement will be considered termination of the project and the procedure established in Section 8.00 of this Agreement shall be initiated. 16.10 Final invoice: The Agency must submit the final invoice on this project to the Department within 120 days after the expiration of this Agreement. invoices submitted after the 120 day time period will not be paid. 17.00 Agreement Format: All words used herein in the singular form shall extend to and include the plural. All words used in the plural form shall extend to and include the singular. All words used in any gender shall extend to and include all genders. 18.00 Execution of Agreement: This Agreement may be simultaneously executed in a minimum of two counterparts, each of which so executed shall be deemed to be an original, and such counterparts together shall constitute one in the same instrument. 19.00 Restrictions on lobbying: Pop. 12 of 14 118 725.03M 19.10 Federal: The Agency agrees that no federal appropriated funds have been paid or will be paid by or on behaifet0ttt%,4SPORTAT1or1 Agency, to any person for influencing or attempting to influence any officer or employee of any federal agency, a Member of P ge 13ic 14 Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment or modification of any federal contract, grant, loan or cooperative agreement. If any funds other than federal appropriated funds have been paid by the Agency to any person for influencing or attempting to influence an officer or employee of any federal agency; a Member of Congress; an officer or employee of Congress, or an employee of a Member of Congress in connection with this Joint Participation Agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its Instructions. The Agency shall require that the language of this section be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans and cooperative agreements) and that all subreciplents shall certify and disclose accordingly. 19.20 State: No funds received pursuant to this contract may be expended for lobbying the Legislature or a state agency. 20.00 Vendors Rights: Vendors (in this document identified as Agency) providing goods and services to the Department should be aware of the following time frames. Upon receipt, the Department has five (5) working days to inspect and approve the goods and services unless the bid specifications, purchase order or contract specifies otherwise. The Department has 20 days to deliver a request for payment (voucher) to the Department of Financial Services. The 20 days are measured from the latter of the date the invoice is received or the goods or services are received, inspected and approved. If a payment is not available within 40 days after receipt of the invoice and receipt, inspection and approval of goods and services, a separate interest penalty in accordance with Section 215.422(3)(b), F.S. will be due and payable, in addition to the invoice amount to the Agency. The interest penalty provision applies after a 35 day time period to health care providers, as defined by rule. Interest penalties of less than one (1) dollar will not be enforced unless the Agency requests payment. Invoices which have to be returned to an Agency because of vendor preparation errors will result in a delay in the payment. The invoice payment requirements do not start until a properly completed invoice is provided to the Department. A Vendor Ombudsman has been established within the Department of Financial Services. The duties of this individual include acting as an advocate for Agencies who may be experiencing problems in obtaining timely payment(s) from the Department. The Vendor Ombudsman may be contacted at (850) 413-5516 or by calling the Division of Consumer Services at 1-877-693-5236. 21.00 Public Entity Crime: 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 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 s. 287.017, F.S. for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. 22,00 Discrimination: An entity or affiliate who has been placed on the discriminatory vendor list may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not be awarded 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 23.00 E-Verify: Vendors/Contractors: 1, shall utilize the U.S. Department of Homeland Security's E-Verity system to verify the employment eligibility of all new employees hired by the Vendor/Contractor during the term of the contract; and 2, shall expressly require any subcontractors performing work or providing services pursuant to the state contract Pug. 1J Of 14 119 72f03046 VVEILIC TRARSPORTATION 006 - 12114 Page 14 of 14 IN WITNESS WHEREOF, the parties hereto have caused these presents be executed, the day and year first above written. AGENCY City of Sebastian AGENCY NAME J. Griffin SIGNATORY (PRINTED OR TYPED) SIGNATURE City Manager TITLE ATTEST: Sally A. W'oM MMC - City Clerk Approved as to form and legality for reliance by the City of Sebastian only. Robert A. Ginsburg, City Attorney FDOT See att,gched Encumbrance Form for date of Funding ' f Appro�61 by Comptroller ?1;511 LE r.jwjs $0,T I rN DEPAR 0 SPORTATION ,,r 4 on eVj Directo T �sportatlon Development TITLE Page 14 of 14 120 CITY OF SEBASTIAN V A F O � FPELICPIk, EXECUTIVE SUMMARY CITY COUNCIL STAFF REPORT DATE June 25, 2025 TO Honorable Mayor and City Council THRU Brian Benton, City Manager FROM Jim Mann, Principal Planner Second Reading and Public Hearing on Ordinance 0- 25-12 — Consideration of a Land Development Code SUBJECT Textual Amendment to Modify the Townhouse Dimensional Regulations within the RM-8 and RM-10 Zoning Districts. City of Sebastian Planning Division Staff is a requesting City Council consideration of a Land Development Code (LDC) textual amendment in order to amend the Townhouse Dimensional Regulations within the RM-8 (Residential Multi -family, 8 units per acre), and RM-io (Residential Multi -family, 10 units per acre) zoning districts. In 2001, the RM-8 zoning district added townhouse dimensional regulations to establish criteria needed to allow townhouses to be developed in the multi -family districts. In 2021, with the adoption of the 2040 Comprehensive Plan, a new zoning district, RM-io, was established in order to be in compliance with the increased density adopted forthe Medium Density Residential land use category. Recently, Staff researched multiple similar municipalities for dimensional criteria and determined that the average lot width and depth for townhomes lots were smaller than what is currently required by the City's LDC. On average, the lot width ranged from 15 feet to 22 feet for the other jurisdictions. This proposed amendment would include narrowing the City's lot width requirement from 25 feet to 20 feet and another to lengthen the lot depth from 75 feet to go feet. This amendment would propose a lot square footage requirement of 1800 square feet. Currently,1875 square feet is required for both zoning districts. Staff believes the proposed changes to these dimensional requirements will make the City's regulations more adaptable to the current housing market and townhouse design standards, and supports the proposed amendments to the LDC. Ordinance 0-25-12 is being presented for City Council's consideration. Section 54-1-2.7(b)(4) of the Land Development Code states that the City Council shall consider the following criteria in its review of a proposed textual amendment: Consistencv with plan. Whether the proposal is consistent with the comprehensive plan. The commission shall identify any inconsistencies. b. Conformance with ordinances. Whether the proposal is in conformance with any applicable substantive requirements of the City of Sebastian Code of Ordinances. C. Chanaed conditions. Whether, and the extent to which, land use and development conditions have changed since the effective date of the existing regulations involved which are relevant to the amendment. 121 d. Land use compatibility. Whether, and the extent to which, the proposal would result in any incompatible land uses, considering the type and location of uses involved. e. Adeauate public facilities. Whether, and the extent to which, the proposal would result in demands on public facilities and services, exceeding the capacity of such facilities and services, existing or programmed, including transportation, utilities, drainage, recreation, education, emergency services, and similar necessary facilities and services. f. Natural environment. Whether, and the extent to which, the proposal would result in significantly adverse impacts on the natural environment. g. Economic effects. Whether, and the extent to which, the proposal would adversely affect the property values in the area, or the general welfare. h. Orderly development. Whether the proposal would result in an orderly and local development pattern. Any negative effects on such pattern shall be identified. Public interest; enabling act. Whether the proposal would be in conflict with the public interest, and whether it is in harmony with the purpose and interest of this ordinance and its enabling legislation. Other matters. Other matters which the planning and zoning commission may deem appropriate. The City of Sebastian's Local Planning Agency held a public hearing on May 15th, 2025, determining that the proposed Ordinance is in compliance with the above criteria, and forwarded a unanimous recommendation that City Council approve Ordinance 0-25-12. (A copy of the meeting minutes is attached) The City Council held a first reading of Ordinance 0-25-12 on June 9, 2025. Staff has taken into consideration the discussion held at the City Council meeting with Staffs proposed revisions shown within the Ordinance in red, which are as follows: • The garage requirement will be removed in the RM-8 zoning district and replaced with a parking requirement that is consistent with the parking regulations found in the LDC, Article XV. If garages are proposed, the preferable design will be rear loading with alleyway access. This is not a required design, but it is preferable. This language will be consistent with the RM-io zoning district. • Also, setbacks were brought up in discussion in the RM-io zoning district. These will remain the same, as staff feels it allows for a denser zoning classification for multifamily residential zoning districts. A presentation with examples will be given by Staff to review the proposed changes. RECOMMENDATION Staff recommends approving the proposed Land Development Code textual amendments for the RM-8 and RM- 10 zoning districts as presented. ATTACHMENTS: 1. Ordinance 0-25-12—Townhouse Dimensional Regulations Amendment 2. Comprehensive Plan 2040 -Data Inventory and Analysis— Housing 3. Local Planning Agency Minutes -May 15th, 2025 4. Business Impact Analysis Form 122 5. Affidavit of Publication FUNDING SOURCE: Expenditure required N/A Additional Funds Needed: s o.00 Amount Budgeted: N/A Funding source N/A 123 ORDINANCE NO. 0-25-12 AN ORDINANCE OF THE CITY OF SEBASTIAN, FLORIDA, REVISES LAND DEVELOPMENT CODE ARTICLE V, ZONING DISTRICT REGULATIONS, BY AMENDING THE TOWNHOUSE DIMENSIONAL REGULATIONS WITHIN THE RM-8 (MEDIUM DENSITY MULTIPLE - FAMILY RESIDENTIAL, 8 DU/AC) AND RM-10 (MEDIUM DENSITY MULTIPLE -FAMILY RESIDENTIAL, 10 DU/AC) ZONING DISTRICTS; PROVIDING FOR SEVERABILITY; PROVIDING FOR CONFLICTS; PROVIDING FOR CODIFICATION; PROVIDING FOR SCRIVENER'S ERRORS; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the Sebastian City Council is cognizant of the need for developers to evolve their housing types and designs over time in order for construction to be financially feasible within the economy, while still being able to offer consumers a viable product; and WHEREAS, the Sebastian City Council recognizes that its Townhouse Dimensional Regulations within the Land Development Code is outdated with current design standards, and may be prohibitive in attracting developers to build multi -family housing projects within the City; and WHEREAS, the Data Inventory and Analysis for the Housing Element of the City of Sebastian's Comprehensive Plan 2040 indicates that the number of existing multi -family units and overall percentage of this housing type is considerably below the targeted amount the city wishes to offer its residents; and WHEREAS, in accordance with Florida Statutes §163.3202(1), each municipality shall adopt or amend and enforce land development regulations that are consistent with and implement their adopted Comprehensive Plan; and WHEREAS, the Sebastian City Council hereby finds that it is in the public interest to amend and update certain provisions of the Land Development Code of the City of Sebastian regarding Townhouse Dimensional Regulations which will then allow current multi -family housing types to be feasible for developers and residents; and WHEREAS, the Local Planning Agency of the City of Sebastian held a public hearing on May 15, 2025, and made a recommendation to the Sebastian City Council to approve Ordinance 0-25-12. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF SEBASTIAN, INDIAN RIVER COUNTY, FLORIDA, AS FOLLOWS: Section 1. That the Land Development Code, City of Sebastian, Florida, is hereby amended as follows: Amendment 1: Sec. 54-2-5.2.4. Medium Density Multiple -Family District (RM-8) (a) Intent: The RM-8 District is established to implement comprehensive plan policies for managing primarily duplex and multiple -family developments on land designated for medium density residential development. 1 124 (e) Dimensional regulations (for townhouse development): (1) Maximum density: Shall not exceed eight units per acre on overall site. Individual lots (units) shall not exceed eight units per primary building or structure.* *For sites of record containing a higher density, the designated comprehensive plan density shall apply. (2) Maximum height: 35 feet (25 feet for properties east of Indian River Drive). (3) Lot coverage and open space: Maximum building coverage: 40% Maximum impervious surface: 60% (4) Lot dimensions: Minimum lot size (prior to platting): 1 acre Minimum open space: 40% Minimum interior lot size within a site: 4S7-51,800 square feet Minimum interior lot width: 2-520 feet Minimum interior lot depth: 7-590 feet (5) Minimum setbacks: All development must comply with requirements for setbacks from wetlands and open waters established in section 54-3-11.1(c). Yard Setbacks Front 25 Rear 20 Side 4-95 Side (interior) between buildings 4520 (6) Minimum living area: 900 square feet (7) v oqui -oa gamgoa: Fi.`�y t,.,,.,,house unit shall be ,.o, uir-e t provide .,gaf!ag*,-o. Parkin, . Parkin shall be provided consistent with Article XV and may be provided via off-street parking, aaraae and or surface parking. The If a garage or carport is prop_ osed, it shall have a minimum interior clear dimension of ten10 feet wide by 20 feet (depth). Rear loading Raraaes with accessible allevways are preferable in design. (8) Special regulations: a. Access. All dwelling units shall have access to a public street either directly or indirectly via an approach, private road, or other area dedicated to public or private use or common easement guaranteeing access. The city shall be allowed access on privately owned roads, easements, and common open space to ensure police and fire protection of the area meet emergency needs, conduct city services and generally ensure the health and safety of the residents of the development. b. Unified control. Title to all land within a proposed site shall be owned or controlled by the developer/owner submitting the applications for the development. For purposes of this section, the term "controlled by" shall mean that the developer shall have the written consent of all owners of the property within the proposed site not owned by the developer. The consent shall contain a notarized statement that the developer is authorized to represent 2 125 the owners in the submission of an application under the provisions of this section and that the owners shall agree to be bound by the decision of the city council if the application is approved. c. Development standards. The minimum construction requirements for streets or roads, sidewalks, utilities, and drainage shall be in compliance with city standards. d. Common open space. All privately owned common open space shall conform to its intended use and remain as expressed in the final development plan through the inclusion in all deeds of appropriate restrictions to ensure that the common open space is permanently preserved according to the final development plan. Such deed restrictions shall run with the land and for the benefit of present as well as future property owners and shall contain a prohibition against partition. All common open space, as well as public and recreational facilities, shall be specifically included in the development schedule and be constructed and fully improved by the developer at an equivalent or greater rate than the construction of residential structures. The developer shall establish an association or nonprofit corporation of all individuals or corporations owning properties within the development to ensure maintenance of all common open space. The association or nonprofit corporation shall conform to the following requirements: 1. The developer shall establish the association or nonprofit corporation prior to sale of any lots. Control of all common open space and recreation facilities shall be passed to the association upon sale or transfer of 90 percent or more of the residential units. 2. Membership in the association or nonprofit corporation shall be mandatory for all residential property owners within the development, and such association or corporation shall not discriminate in its members or shareholders. 3. The association or nonprofit corporation shall manage all common open space and recreational and cultural facilities, that are not dedicated to the public; shall provide for the maintenance, administration and operation of such land and any other land within the development not publicly or privately owned; and shall secure adequate liability insurance on the land. The title to all residential property owners shall include an undivided fee simple estate in all common open space or an unrestricted easement for the use and enjoyment of the common open space. Amendment 2: Sec. 54-2-5.2.4A. Medium Density Multiple -Family Residential District (RM-10) (a) Intent: The RM-10 District is established to implement comprehensive plan policies for managing primarily duplex and multiple -family developments on land designated as medium density residential development. The intent of the standards within this section is to encourage diverse housing options and housing types. (d) Dimensional regulations: Lot area (min) Lot depth (min) Lot width (min) Building coverage (max) RESIDENTIAL Detached 4,500 sq. ft. 100 ft. 45 ft. 45% Attached 1875-1,800 sq. ft. 7-5-90 ft. 2-520 ft. 60% 126 Impervious surface (max) Open space (min) Base density (max) Front (min) Rear (min) Side (min) (interior) Building height (max) i Front setbacks may be reduced to 15 feet if a common parking area/lot is used in lieu of driveway or similar off-street parking spaces 2 Subiect to meeting applicable Florida Buildine Code/Fire Code reauirements Minimum living area: 60% 70% 30% 30% 10 du/ac 10 du/ac 25' ft. 25' ft. 20 ft. 52 ft. (1 story) / 10 ft. (2 story) 35 ft. 35 ft. Single-family dwellings: The minimum floor area required for a detached single-family dwelling, exclusive of porches, terraces, attached garages, carports or other unenclosed areas, shall be 900 square feet. Duplex dwellings: 700 square feet per unit. Multiple family dwellings: REQUIRED MINIMUM LIVING AREA IN MULTIPLE -FAMILY DWELLINGS Type Dwelling/# Bedrooms Required # of Square Feet Efficiencies/Tiny Home 500 One -bedroom units 600 Two -bedroom units 750 Three -bedroom units 900 Each additional bedroom after three bedrooms 100 sq. ft. per additional bedroom Maximum unit size 1400 (e) Density calculations. Single-family dwellings: For the purpose of density calculations each single-family dwelling unit counts for one dwelling unit. Multiple family dwellings: For the purpose of density calculations dwelling units within a multiple - family development or a duplex that have a habitable space less than or equal to 600 square feet shall be calculated as 0.5 (half) dwelling unit. (f) Parking. Parking shall be provided consistent with See4on 511 3 15.2Article XV and may be provided via off-street parking, garage and or surface parking. If a 2ara2e or carport is proposed, it shall have a minimum interior clear dimension of 10 feet (wide) by 20 feet (depth). Rear loading 2araaes with accessible allevways are preferable in design. (g) Special regulations: (1) Access. All dwelling units shall have access to a public street either directly or indirectly via an approach, private road, or other area dedicated to public or private use or common easement guaranteeing access. The city shall be allowed access on privately owned roads, easements, and common open space to ensure police and fire protection of the area meet emergency needs, 4 127 conduct city services and generally ensure the health and safety of the residents of the development. (2) Unified control. Title to all land within a proposed site shall be owned or controlled by the developer/owner submitting the applications for the development. For purposes of this section, the term "controlled by" shall mean that the developer shall have the written consent of all owners of the property within the proposed site not owned by the developer. The consent shall contain a notarized statement that the developer is authorized to represent the owners in the submission of an application under the provisions of this section and that the owners shall agree to be bound by the decision of the city council if the application is approved. (3) Development standards. The minimum construction requirements for streets or roads, sidewalks, utilities, and drainage shall be in compliance with city standards. (4) Common open space. All privately owned common open space shall conform to its intended use and remain as expressed in the final development plan through the inclusion in all deeds of appropriate restrictions to ensure that the common open space is permanently preserved according to the final development plan. Such deed restrictions shall run with the land and for the benefit of present as well as future property owners and shall contain a prohibition against partition. All common open space, as well as public and recreational facilities, shall be specifically included in the development schedule and be constructed and fully improved by the developer at an equivalent or greater rate than the construction of residential structures. The developer shall establish an association or nonprofit corporation of all individuals or corporations owning properties within the development to ensure maintenance of all common open space. The association or nonprofit corporation shall conform to the following requirements: 1. The developer shall establish the association or nonprofit corporation prior to sale of any lots. Control of all common open space and recreation facilities shall be passed to the association upon sale or transfer of 90 percent or more of the residential units. 2. Membership in the association or nonprofit corporation shall be mandatory for all residential property owners within the development, and such association or corporation shall not discriminate in its members or shareholders. 3. The association or nonprofit corporation shall manage all common open space and recreational and cultural facilities, that are not dedicated to the public; shall provide for the maintenance, administration and operation of such land and any other land within the development not publicly or privately owned; and shall secure adequate liability insurance on the land. The title to all residential property owners shall include an undivided fee simple estate in all common open space or an unrestricted easement for the use and enjoyment of the common open space. Section 2. Severability. In the event a court of competent jurisdiction shall determine that any part of this Ordinance is invalid, the remainder of the Ordinance shall not be affected and it shall be presumed that the Sebastian City Council did not intend to enact such invalid provision. It shall further be assumed that the Sebastian City Council would have enacted the remainder of this Ordinance without said invalid provision, thereby causing said remainder to remain in full force and effect. Section 3. Conflicts. All Ordinances or parts of Ordinances in conflict herewith are hereby repealed to the extent of such conflict. 5 128 Section 4. Codification. The sections of the Ordinance shall be codified within part of the City of Sebastian Land Development Code and may be renumbered or re -lettered to accomplish such, and the word "ordinance" may be changed to "section," "division," or any other appropriate word. Section 5. Scrivener's Errors. Sections of this Ordinance may be renumbered or re -lettered and corrections of typographical errors which do not affect the intent may be authorized by the City Manager, or the City Manager's designee, without need of public hearing, by filing a corrected or re - codified copy of same with the City Clerk. Section 6. Effective Date. This Ordinance shall become effective immediately upon its adoption by the City Council. The foregoing Ordinance was moved for adoption by Councilmember . The Motion was seconded by Councilmember and, upon being put to a vote, the vote was as follows: Mayor Bob McPartlan Vice Mayor Fred Jones Councilmember Ed Dodd Councilmember Christopher Nunn The Mayor thereupon declared this Ordinance duly passed and adopted this 25"' day of June, 2025. ATTEST: Jeanette Williams, MMC City Clerk CITY OF SEBASTIAN, FLORIDA HA Bob McPartlan, Mayor Approved as to form and legality for reliance by the City of Sebastian only: Jennifer Cockcroft, Esq., BCS City Attorney N. 129 DATA INVENTORY AND ANALYSIS Introduction Pursuant to the requirements of Chapter 163 of the 2019 Florida Statutes, the Housing Element consists of a data inventory and analysis (DIA) that influences the overarching goals, objectives, and policies that will guide housing development within the City of Sebastian. The City's housing trends and needs are evaluated in this analysis in order to ensure a proper mix of housing types are available to accommodate diverse housing needs achieve a livable community. Housing Inventory This section deals with the characteristics and conditions of the existing housing stock in the City. In order to compile this analysis, the primary sources of data include the U.S. Census Bureau and the American Community Survey (ACS). These specific resources were applied as they comprise some of the most current and accurate information available. Tables 3-1 through 3-16 of this section provide an inventory and comparison of housing characteristics for the City of Sebastian and Indian River County. Data appearing for Indian River County represents the entire county, including all unincorporated and incorporated areas as well as Sebastian. Dwelling Units by structure Type A comparison of dwelling units by structure type for the City of Sebastian when compared to Indian River County is displayed in Table 3-1. Single-family detached homes make up the majority of the inventoried housing units within Sebastian and Indian River County. Indian River County has a significantly higher percentage of multi- family housing than Sebastian. Table 3-1: Dwelling Units by Structure Single -Family Detached 9,665 87.0% 49,485 1 63.1 % Single -Family Attached 444 4.0% 4,731 6.0% Multi -Family 27 2.6%_ 17,958 22.9% Mobile Home 704 6.3% 6,205 7.9% Other (Boat, RV, Van, Etc.) 15 0.1 % 90 0.1 % Total 11,115 100% 78,469 100% Source: U.S. Census Bureau, 2013-2017 American Community Survey 5-Year Estimates Adopted June 23, 2021 161130 IV CITY OF SEBASTIAN PLANNING AND ZONING COMMISSION/LOCAL PLANNING AGENCY MINUTES MAY 15, 2025 Call to Order — Chair Kautenburg called the meeting to order at 6:00 p.m. Pledge of Allegiance -- was recited by all. Roll Call Present: Mr. Carter Ms. Kautenburg Mr. Reno (a) Absent: Ms. Lorusso — excused Mr. Roberts (a)— excused Ms. Kinchen — excused Also Present: Jennifer Cockcroft, City Attorney Dorri Bosworth, Community Development Manager Jim Mann, Principal Planner Joseph Perez, AV Technical Assistant Bridget Eakins, Recording Secretary Announcement and Aqenda Modifications Ms. Geesey Ms. Matthews Ms. Battles Ms. Kautenburg announced Commissioners Ms. Lorusso, Ms. Kinchen, and Mr. Roberts were excused from tonight's meeting and Mr. Reno will be voting in their place. V. Approval of Minutes — Regular Meeting of May 1, 2025 A motion accepting the minutes of the May 1, 2025 was made by Mr. Carter, seconded by Ms. Matthews and unanimously approved via voice vote. VI. Local Planning Aqencv (LPA) Public Hearinqs A. Public Hearing — Recommendation to City Council —Land Development Code Amendment— Ordinance 0-25-12 — Amending Article V, Zoning District Regulations, by amending the Townhouse Dimensional Regulations within the RM-8 and the RM-10 Zoning Districts The City Attorney read the title of the ordinance. The Principal Planner displayed a Power Point presentation for the amendment presented. The Principal Planner explained that this was a land development code text amendment related to the townhome dimensional regulations in the residential multifamily zoning district of eight units per acre, also known as RM-8, and the residential multifamily zoning district ten units per acre, also known as RM-10. The Principal Planner explained the history of the RM-8 and RM-10 regulations and said the recent trends within 131 PLANNING AND ZONING COMMISSION/LOCAL PLANNING AGENCY PAGE 2 MINUTES OF REGULAR MEETING MAY 15, 2025 the townhome regulations and submissions in our current RM-8 and RM-10 regulations seemed too restrictive for what has been proposed. He stated they have had applications come in and revised and advised some of the applicants what we would like to do to help them for the development of their projects. The Principal Planner went to the next slide which depicted their text amendment changes pictorially and he discussed the changes in RM-8 and RM-10. He proposed to reduce the lot width minimum from 25' to 20'; increase the lot depth minimum from 75' to 90', and change the lot size requirement from 1875 square feet to 1800 square feet. On the next slide, the Principal Planner explained the text amendment for RM-8 would only be for the RM-8 zoning district and this reduced the side setback from 10' to 5' and increased the distance requirements between the townhome buildings. He mentioned this could be a 2-plex, 6- plex or 4-plex to be whichever they designed from 15' to 20' to give a bigger buffer. He then displayed an example on the Power Point. Next slide the Principal Planner presented a table of the administrative corrections on RM-10 only, and explained staff observed some administrative items that did not happen with the original adoption of the RM-10. He reported there were some footnotes in the actual dimension regulation table which did not make it into the code, and the Power Point table displayed the corrections. The Principal Planner stated the recommendation from staff was for the City Council to approve, and the first reading of City Council would be June 11, 2025. He informed the Commissioners if they had any questions, to please ask. There was no public input. Ms. Kautenburg closed the hearing and she called for Commission deliberations and actions. Mr. Carter said he did not have any specific questions but had mixed feelings and questioned staff if this would be allowing for more density. The Principal Planner explained density would remain the same, and allow them to come in with a different dimensional size criteria to allow more affordability. He further explained the current 25' width lot and the 75' depth created a different dynamic of what a townhome design could be, and he believed with the deceased size or the width and length of it would possibly increase the affordability. Mr. Carter countered that if history was any indication, it would still be just as expensive and was concerned this will not lower prices for affordability. The Principal Planner replied that most of the regulations will remain the same within the zoning criteria and development criteria, the townhome models are becoming thinner and longer. He said staff's intention was to provide development within the city for density requirements, for multifamily comprehensive code or plan, and help the developers obtain the ability to develop townhomes. Community Development Manager offered the city increased medium density residential from 8 units per acre to 10 units per acre with the Comp Plan. She said if you are zoned in RM-8, you can still only have 8 units per acre and so, with the townhouse change yes, they are smaller. She also said it does accommodate mostly RM-10, where they will now have the ability to reach the 10 units per acre. The Community Development Manager described the circumstance of finding it hard to meet our dimensional regulations to bring townhouse projects in and agrees with Mr. Carter that the density does stay the same. Mr. Carter replied speaking on the intentions of the Board to get more affordable housing within the city and declared the citizens that work here cannot afford to live here. 132 PLANNING AND ZONING COMMISSION/LOCAL PLANNING AGENCY MINUTES OF REGULAR MEETING MAY 15, 2025 PAGE 3 Ms. Geesey said she was usually not for making a lot smaller, or changing setbacks, but the change proposed does not seem extreme and she will always defer to staff. She questioned on Page two about the minimum living area not changing. The Principal Planner replied the living area was not changing. Ms. Geesey stated the square footage changing was not going to change the cost, and she was concerned that the change on the entire lot was going to not make the units more affordable. Mr. Reno asked staff what was used for municipality comparisons. The Community Development Manager provided the code the city adopted in 2001 was from Satellite Beach, and said staff used them as a comparison again. She added that Satellite Beach dropped theirs to 15' to 18' wide townhouses and they looked at Melbourne's model as well. She informed that Indian River County did not have specific dimensions on their lot width, and would just refer to density. She added Port St. Lucie or Stuart was another one, and they had read a great deal of codes which the majority did not have specific dimensions. Mr. Reno asked for the difference between a side setback and a side interior setback. The Principal Planner explained the side interior setback was basically the setback requirements in between the buildings themselves, and gave the example of wall to wall, and a side setback would be in the individual property line with the setback requirement for the property line. He then displayed it pictorially on the Power Point to Mr. Reno. Ms. Matthews said she has no comment. Ms. Battles stated she was in favor, and that it allows for flexibility and options for developers to come in and provide houses in the community. Ms. Kautenburg said she concurs with the panel and does not have any concerns. She believed the change was insignificant in reality, but the perceptions of the change were important A motion was made by Ms. Battles to recommend approval of the proposed Land Development Code amendment to Ordinance 0-25-12 —Article V. The motion was seconded by Mr. Geesey. Roll call: Mr. Carter-- yes Ms. Geesey-- yes Ms. Kautenburg-- yes Ms. Matthews-- yes Mr. Reno (a)-- yes Ms. Battles-- yes The motion carried with six affirmative votes. VII. Planning and Zoning (P&Z) Commission Quasi -Judicial Hearings - None VIII. Unfinished Business - None IX. New Business -None X. Adiourn There being no further business, the meeting was adjourned by Chair Kautenburg at 6:17p.m. 133 r� FPELICP� Business Impact Estimate Exemption This form should be included in agenda packet for the item under which the proposed ordinance is to be considered, and must be posted on the City's website by the time notice of the proposed ordinance is published. ORDINANCE NO. 0-25-12 AN ORDINANCE OF THE CITY OF SEBASTIAN, FLORIDA, WHICH REVISES LAND DEVELOPMENT CODE ARTICLE V. ZONING DISTRICT REGULATIONS, BY AMENDING THE TOWNHOUSE DIMENSIONAL REGULATIONS WITHIN THE RM-8 (MEDIUM DENSITY MULTIPLE -FAMILY RESIDENTIAL, 8 DU/AC) AND RM-10 (MEDIUM DENSITY MULTIPLE - FAMILY RESIDENTIAL, 10 DU/AC) ZONING DISTRICTS; PROVIDING FOR SEVERABILITY; PROVIDING FOR CONFLICTS; PROVIDING FOR CODIFICATION; PROVIDING FOR SCRIVENER'S ERRORS; AND PROVIDING FOR AN EFFECTIVE DATE. This Business Impact Estimate is provided in accordance with Florida Statute §166.041(4). If one or more boxes are checked below, this means the City of Sebastian is of the view that a business impact estimate is not required by state law, for the proposed ordinance, but the City of Sebastian is, nevertheless providing this Business Impact Estimate as a courtesy and to avoid any procedural issues that could impact the enactment of the proposed ordinance. This Business Impact Estimate may be revised following its initial posting. ❑ The proposed ordinance is required for compliance with Federal or State law or regulation; ❑ The proposed ordinance relates to the issuance or refinancing of debt; ❑ The proposed ordinance relates to the adoption of budgets or budget amendments, including revenue sources necessary to fund the budget; ❑ The proposed ordinance is required to implement a contract or an agreement, including, but not limited to, any Federal, State, local, or private grant, or other financial assistance accepted by the municipal government. ❑ The proposed ordinance is an emergency ordinance; ❑ The ordinance relates to procurement; or ❑ The proposed ordinance is enacted to implement the following: a. A development order or development permit, as defined in s. 163.33.64, F.S.; a development agreement as authorized by ss. 163.322o-i63.3243, F.S.; or a 'See Section 166.041(4)(c), Florida Statutes. 134 comprehensive plan amendment or land development regulation amendment initiated by an application by a private party other than the municipality; b. Sections 190.005 and 190.046, Florida Statutes, regarding community development districts; c. Section 553.73, Florida Statutes, relating to the Florida Building Code; or d. Section 633.202, Florida Statutes, relating to the Florida Fire Prevention Code. In accordance with the provisions of controlling law, even notwithstanding the fact that, an exemption noted above may apply, City of Sebastian hereby publishes the following information: z. Summary of the proposed ordinance (must include statement of the public purpose, such as serving the public health, safety, morals, and welfare): Townhouse dimensional regulations are being updated to reflect the current design standards and housing products developers wish to offer and construct. The general public welfare benefits from a community that is able to offer its residents a mix of housing types. 2. An estimate of the direct economic impact of the proposed ordinance on private, for - profit businesses in the City, if any: The economic impact on developers and construction companies is estimated to be a beneficial one. (a) An estimate of direct compliance costs that businesses may reasonably incur; There will be no compliance costs directly attributed to the revised townhouse dimensional regulations (b) Any new charge or fee imposed by the proposed ordinance, or for which businesses will be financially responsible None (c) An estimate of the City's regulatory costs, including estimated revenues from any new charges or fees to cover such costs. There are no new fees/cost or charges associated with this proposed ordinance. 3. Good faith estimate of the number of businesses likely to be impacted by the proposed ordinance: Zero, as no businesses will be negatively impacted by the amendments 4. Additional information the governing body deems useful (if any): None 135 LocafiQ Florida PO Box 631244 Cincinnati, OH 45263-1244 GANNETT AFFIDAVIT OF PUBLICATION NOTICE OF PUBLIC HEARING CITY OF SEBASTIAN INDIAN RIVER COUNTY FLORIDA Dorn Bosworth ORDINANCE NO.0-25-12 AN ORDINANCE OF THE CITY City of Sebastian OF SEBASTIAN, FLORIDA, 1225 Main ST WHICH REVISES LAND DEVELOPMENT CODE ARTICLE Sebastian FL 32958-4165 V, ZONING DISTRICT REGULATIONS, BY AMENDING THE TOWNHOUSE DIMENSIONAL REGULATIONS WITHIN THE RM-8 (MEDIUM STATE OF WISCONSIN, COUNTY OF BROWN DENSITY MULTIPLE -FAMILY RESIDENTIAL, 8 DU/AC) AND RM-10 (MEDIUM DENSITY — - Before the undersigned authority personally a g y p y appeared WiTO MULTIPLE -FAMILY RESIDENTIAL, 10- - Vu7Ac) �— ZONING DISTRICTS; on oath says that he or she is the Legal Advertising PROVIDING FOR Representative of the Indian River Press Journal/St Lucie SEVERABILITY; PROVIDING FOR CONFLICTS; PROVIDING News Tribune/Stuart News, newspapers published in Indian FOR CODIFICATION; PROVIDING FOR SCRIVENER'S River/St Lucie/Martin Counties, Florida; that the attached ERRORS; AND PROVIDING FOR AN EFFECTIVE DATE. The City Council of the City of copy of advertisement, being a Legal Ad in the matter of Sebastian, Indian River County, Florda, will hold a quasi -legislative GOVt Public Notices, was published on the publicly public hearing concerning the adoption of the above referenced accessible websites of Indian River/St Lucie/Martin ordinance an Wednesday, June 25, 2025, at approximately 6:00 P.m. in Counties, Florida, or in a newspaper by print in the issues the City Council Chambers, City Hall, 1225 Main Street, Sebastian, Of, on: Florida. At the conclusion of this hearing, the City Council may enact this ordinance into law. Interested parties may inspect the proposed 06/10/2025 ordinance in the Community Development Department at City Hall, Monday through Friday 8 a.m. to 4:30 P.m. and may appear at the Affiant further says that the website or newspaper complies hearing and be heard with respect to the proposed ordinance. with all legal requirements for publica ion in chapter 50, No stenographic record by a certified court reporter will be Florida Statutes. made of the foregoing meeting. Any Person who decides to appeal any Subscribed and wor to befori me, y the legal clerk, who decision made by the Council with respect to any matter considered at is personally k own t me, on G6/1 /2025 this meeting will need to ensure that a verbatim record of the proceeding is made, which record includes the testimony and evidence upon which the appeal is to be heard. Legal Clerk (F.S.286.0105) In compliance with the Americans with Disabilities Act (ADA) of 1990, anyone who needs a special accommodation for this meeting NotaLy,_State_oLWl, County_of Brown should contact the City's ADA _ _ _ _ Coordinator nt 772.388.8226-at-feast -- - - 48 hours in advance of the meeting. June10, 2025 (11378643) My commission expires Publication Cost: $131.36 Tax Amount: $0.00 Payment Cost: $131.36 Order No: 11378643 # of Copies: Customer No: 1125948 1 PO #: THIS IS NOT AN INVOICE_,! Please do not use this jorni for payment remittance. KAITLYN FELTY Notary Public State of Wisconsin a Page 1 of 1 MR CITY OF SEBASTIAN V A I��I�)t7P1��l��iT►� Tl CITY COUNCIL STAFF REPORT DATE June 25, 2025 TO Honorable Mayor and City Council THRU Brian Benton, City Manager FROM Jim Mann, Principal Planner Consideration of Resolution No. R-25-21 — SUBJECT Subdivision Final Plat — Spirit of Sebastian PUD Pod 1 B-2 — 59 Lots and Recreation Tract #2 Spirit of Sebastian, LLC has submitted an application for Final Plat approval for Pod 1 B-2 of the Spirit of Sebastian Planned Unit Development (PUD) subdivision. This Phase is located between Old Dixie Highway and Del Monte Road and includes a total of 59 residential lots along with Recreation Tract #2. The lots are situated on Jetty Lane and Crows Nest Court, between Spirit Boulevard and Sabal Way. All required infrastructure improvements, including roadway construction, stormwater management systems, and utility installations, have been completed in accordance with the approved development plans and applicable engineering standards. Staff has verified that the Final Plat for Pod 1 B-2 the Preliminary Plat for Pods 1 and 2, as approved by Resolution R-20-29. Furthermore, the Developer has satisfied all applicable conditions of approval — thirteen (13) in total —as amended by Resolution R-22-06. Specifically, Condition J requires a "Submittal of a bond equal to 110% of the estimated costs for the remaining lineal footage of unfinished sidewalks for the exact amount of unbuilt lots that do not have building permits applied for before the subsequent phase's final plat can be approved." As of the date of this submittal, there are eight lots in Pod 1 B-1 for which building permits have not yet been applied. In compliance with Condition J, the Developer has submitted a cash bond in the amount of $15,138.01, representing 110% of the estimated cost to complete the remaining sidewalk improvements. The City Attorney and City Engineer have performed a review of the Final Plat and its associated dedications and have found them to be acceptable. Additionally, all surveying requirements have been met in accordance with Florida Statutes, as confirmed by Mr. Bill Moody, P.S.M., the City of Sebastian's Surveyor. The City Clerk is in receipt of the Final Plat mylar, which includes all requisite signatures executed with the exception of those from City staff, which will be executed upon final approval and prior to recording. RECOMMENDATION Review plat dedications, remaining sidewalk information for Pod 1 B-1, and accept sidewalk 110% cash bond. Staff recommends approval of Resolution R-25-21 to accept the Final Plat for Spirit of Sebastian PUD - Pod 1 B-2. ATTACHMENTS: 137 1. Resolution R-25-21 2. Final Plat 3. Pod 1 B-2 Location Map 4. Cost Estimate for Remaining Sidewalks 5. Application FUNDING SOURCE: Expenditure required N/A Additional Funds Needed: $ 0.00 Amount Budgeted N/A Funding source N/A 138 RESOLUTION NO. R-25-21 A RESOLUTION OF THE CITY OF SEBASTIAN, INDIAN RIVER COUNTY, FLORIDA, APPROVING THE FINAL PLAT FOR THE SPIRIT OF SEBASTIAN PUD — POD 111-2; PROVIDING FOR CONFLICTS; PROVIDING FOR SCRIVENER'S ERRORS; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, Spirit of Sebastian, LLC, has filed an application for approval of a final plat for Pod 1B-2, a phase of a residential subdivision known as the Spirit of Sebastian PUD; and WHEREAS, in compliance with Resolution R-22-06, Condition J, a cash bond has been posted with the City equal to 110% of the estimated costs for the remaining lineal footage of unfinished sidewalks for the eight unbuilt lots in the previous plat, Pod 1B-1, which have not yet applied for building permits, and WHEREAS, the final plat complies with all applicable Florida Statutes and City of Sebastian regulations. NOW THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF SEBASTIAN, AS FOLLOWS: Section 1. FINAL PLAT APPROVAL. The City Council of the City of Sebastian, Florida hereby approves the final plat for Spirit of Sebastian PUD Pod 1B-2, dated October 23, 2024, by David E. Luethje, PSM. Section 2. CONFLICTS. All resolutions or parts of resolutions in conflict herewith are hereby repealed. Section 3. SCRIVENER'S ERRORS. Sections of this Resolution may be renumbered or re -lettered and corrections of typographical errors which do not affect the intent may be authorized by the City Manager, or the City Manager's designee, without need of further action of the City Council by filing a corrected copy of same with the City Clerk. Section 4. EFFECTIVE DATE. This Resolution shall take effect immediately upon its adoption. The foregoing Resolution was moved for adoption by Councilmember The motion was seconded by Councilmember and, upon being put into a vote, the vote was as follows: Mayor Bob McPartlan Vice Mayor Fred Jones 139 Councilmember Ed Dodd Councilmember Christopher Nunn The Mayor thereupon declared this Resolution duly passed and adopted this 25t' day of June 2025. ATTEST: Jeanette Williams, MMC City Clerk Approved as to Form and Content for Reliance by the City of Sebastian Only: Jennifer Cockcroft, City Attorney N CITY OF SEBASTIAN, FLORIDA Lo Bob McPartlan, Mayor 140 MY OF SEBA" HOME OF PELICAN ISLAND COMMUNITY DEVELOPMENT DEPARTMENT 1225 MAIN STREET ■ SEBASTIAN, FLORIDA 32958 TELEPHONE (772) 589-5518 ■ www.citvotsebastian.orq 0 PUD — Conceptual Development Plan ❑ PUD — Preliminary Development Plan Aso acres or <) ❑ PUD — Preliminary Development Plan (> than so acres) ❑ PUD — Site Plan IX PUD —Final Plat ❑ SUBDIVISION — Division of Single Lot (Residential) ❑ SUBDIVISION — Preliminary Plat (so acres or <) ❑ SUBDIVISION -Preliminary Plat (> manso acres) ❑ SUBDIVISION —Construction Plans ❑ SUBDIVISION — Final Plat ❑ SITE PLAN (Administrative Approval) ❑ SITE PLAN (Major Modification) ❑ SITE PLAN (New Development) ❑ SITE PLAN (Minor Modification) Project NamSpirit of Sebastian - Pod 1 B-2Total Site Area: 16.65/725,500 Acres\SF Parcel ID: 31-39-07-0000-01000-00004.0 Address of Site: 11425 Old Dixie Highway ' Proposed Use: SF Residential PUD Applicant Name: Spirit of Sebastian, LLC Land Use: Low Density Res zoning: PUD-R. Address: PO Box 690621, Vero Beach, Florida 32969 Telephone: 772-571-5419 Owner: Address: Telephone: Email: chuck@insitesolutions.biz Applicant (If not owner, written authorization (notarized) from owner is required) Date Received: (( 7 Email: Fee Paid: 6000 .dV Received by: BIT M3i�I.1 149 Surveyor: Carter Associates, Inc. Address: 1708 21 st Street, Vero Beach, Florida 32960 Telephone: 772-562-4191 Email: dluethje@carterassoc.com Engineer: Carter Associates, Inc. Address: 1708 21 st Street, Vero Beach, Florida 32960 Telephone: 772-562-4191 Email: jblum@carterassoc.com Pre — Application Meeting Date: I N/A DESCRIPTION OF PROPOSED PROJECT: Proposed second phase of Pod 1 B - 59-lot residential development with associated recreational tract #2. I SIGNATURE OF APPLICANT I hereby certify that I have read and examined this application and know the same to be true and correct. All provisions of laws and ordinances governing this type of work will be complied with, whether specified herein or not. The granting of approval does not presume to give authority to violate or cancel the provisions of any other state or local law regulating construction or the performance,o construc op Charles Mechling f� - ) 10/��/�( Print name Signature Date Notary: STATE OF: COUNTY:J- I hereby certify that on 20 -)0 personally appeared c� � fi,�V-"t � t\C , who is _impersonally known to me or has _ produced identification. Type of identification produced: [SEAL] "A..•., SYBIL B WILKERSON '`: Notary Public State of Florida ®�_` Commission N HH 403054 og° My Comm. Expires Sep 22, 2027 .. Bonded through National Notary Assn.fill - Notary Public My Commission Expires:&-2 FORM A 150 CITY OF SEBASTIAN A� U of 5 EBgs �,I �2 0 �FPELICN CITY COUNCIL STAFF REPORT DATE June 25, 2025 TO Honorable Mayor and City Council THRU Brian Benton, City Manager FROM Jessica Graham, Procurement Manager Consideration of a purchase orderfor Insight Public Sector, Inc., in the amount of s18,800.92 for Floodplain Management Software ("Forerunner") for the Building SUBJECT Department, Authorize the usage of Building Department Reserve Funds and provide authorization to the City Manager to execute the appropriate documentation. EXECUTIVE SUMMARY Community Development and the Building Department currently perform all floodplain management tasks manually, which is time-consuming and increases the potential for error. The Forerunner software will streamline their processes, improve accuracy, and provide additional resources to the community. Specifically, the software will allow the City to accomplish the following through the digital platform: • Pinpoint properties and instantly obtain property information and flood zone data. • Perform Preliminary Damage Assessment after a storm, which allows the collection of storm damage data on properties. • Store and detect errors on Elevation Certificates required on properties built within a flood zone. • Provide a public access portal enabling property lookup for flood zone determinations. • Includes reports, mapping features, letter generation, file management, and public outreach that will help the City maintain or improve its Community Rating System (CRS) rating. This equates to community savings on flood insurance premiums. As an added benefit, Forerunner is already used by several Florida communities, including Indian River County, the City of Fort Pierce, and the Florida Division of Emergency Management. While the Building Department did not anticipate purchasing Floodplain Management Software this Fiscal Year, by buying the software this year, the setup fee ($8,000) will be waived, and we will receive a 20%discount (s5,000) off the original license cost. Based on the software features, the reduced rate, and the software's prevalence in Florida communities, the Building Department would like to move forward with this purchase. The Building Department has enough money in reserves to cover the cost of the software, and the yearly subscription fee will be added to future budgets. 151 The forerunner software will be purchased from Insight Public Section, Inc., through their State of Florida contract for Cloud Solutions. Cooperative purchasing is a type of governmental procurement that utilizes existing government (state or other) contracts and guarantees that the pricing and contract terms remain the same while the contract is active, including up to any renewal periods. In accordance with the State of Florida procurement statutes and the City of Sebastian Code of Ordinance §2-10(c)(2)(a), the procurement procedures carried out by the awarding agency are equivalent to the City of Sebastian's procurement process. At this time, Staff has determined that the recommended vendor is the most advantageous for meeting the City's needs. Staff is seeking approval for the cooperative purchase and issuance of a purchase order and authorization from the City Manager or designee to execute any necessary other documents. RECOMMENDATION On behalf of the Building Department, the Procurement Division recommends that the City Council authorize a purchase order for Insight Public Sector, Inc., in the amount of $18,800.92 for Floodplain Management Software ("Forerunner") for the Building Department, Authorize the usage of Building Department Reserve Funds and provide authorization to the City Manager to execute the appropriate documentation. ATTACHMENTS: 1. Procurement Justification 2. Insight Public Sector Quote 3. Insight Public Sector State of Florida Alternate Source Contract FUNDING SOURCE: Expenditure required Amount Budgeted: Funding source Building Department Reserves Beginning Balance s18,800.92 — First Year* $1,591,790 *The City is purchasing a Expenditure Cost subscription to this software. $o $18,801 This license fee will increase by 5%per year. Building Department Reserves Ending Balance $1,572,989 Additional Funds Needed: $18,800.92. Requesting approval to utilize Building Department Reserve Fund 152 CITY OF Sfj3ASTj)kN HOME OF PELICAN ISLAND PROCUREMENT JUSTIFICATION A Competitive Solicitation is a formal process that requires sealed bids, provides an equal and open opportunity to qualified parties, and culminates in a selection based on criteria. A Competitive Quote is an informal process that provides an equal and open opportunity to qualified parties and culminates in a selection based on criteria. DATE: June 12, 2025 ❑ Invitation to Bid (ITB) ❑ Request for Proposal (RFP) TYPE OF PURCHASE: ❑ Request for Qualification (RFQ) ❑ Invitation to Quote (ITN) ❑✓ Piggyback/Cooperative ❑ 3 Written Quotes PROPOSED VENDOR: Insight Public Sector, Inc. ITEMS OR SERVICES Forerunner Software REQUIRED: ADDITIONAL INFORMATION The forerunner software will be purchased from Insight Public Section, Inc., through their State of Florida contract for Cloud Solutions. In accordance with the State of Florida procurement statutes and the City of Sebastian Code of Ordinance §2-10(c)(2)(a), the procurement procedures carried out by the awarding agency are equivalent to the City of Sebastian's procurement process. Digitally signed by Jessica Graham Date: 2025.06.12 Approved: 10:06:43-04'00' Jessica Graham, Procurement/Contracts Manager Procurement Division 1225 Main Street, Sebastian, FL 32958 Phone: 772-388-8231 (Rev. 12/2024) 153 •�� INSIGHT PUBLIC SECTOR, INC. Page 1 of 2 I^cI^tg• �• 2701 EINSIGHT WAY PUBLIC SECTOR CHANDLER AZ 85286-1930 Tel: 800-467-4448 Account name: 10508787 CITY OF SEBASTIAN 1225 MAIN ST SEBASTIAN FL 32958-4165 SHIP -TO CITY OF SEBASTIAN 1225 MAIN ST SEBASTIAN FL 32958-4165 We deliver according to the following terms: Payment Terms Net 30 days Ship Via Electronic Delivery Terms of Delivery FOB DESTINATION Currency USD Material Material Description Quotation Number Document Date PO Number PO Release Sales Rep Email Phone Quotation 0228539897 12-JUN-2025 DJ McBride DJ.MCBRIDE@INSIGHT.COM +15015054707 Quantity Unit Price FRII-BAS-SUB FORERUNNER BASE LICENSE SUBSCRIPTION 1 Coverage Dates: 01-JUL-2025 - 30-JUN-2026 STATE OF FLORIDA NASPO VALUEPOINT SOFTWARE VAR(# CTR060025 / 43230000-23-NASPO-ACS) *** Pricing expires on 6/30 *** 18,800.92 Product Subtotal TAX Total Extended Price 18,800.92 18,800.92 0.00 18,800.92 Thank you for choosing Insight. Please contact us with any questions or for additional information about Insight's complete IT solution offering. Sincerely, DJ McBride +15015054707 DJ.MCBRIDE@INSIGHT.COM Insight Global Finance has a wide variety of flexible financing options and technology refresh solutions. Contact your Insight representative for an innovative approach to maximizing your technology and developing a strategy to manage your financial options. This purchase is subject to Insight's online Terms of Sale unless you are purchasing under an Insight Public Sector, Inc. contract vehicle, in which case, that agreement will govern. 154 Insightg• PUBLIC SECTOR Quotation Number 228539897 Document Date 12-JUN-2025 Page 2 of 2 SOFTWARE AND CLOUD SERVICES PURCHASES: If your purchase contains any software or cloud computing offerings ("Software and Cloud Offerings"), each offering will be subject to the applicable supplier's end user license and use terms ("Supplier Terms") made available by the supplier or which can be found at the "terms -and -policies" link below. By ordering, paying for, receiving or using Software and Cloud Offerings, you agree to be bound by and accept the Supplier Terms unless you and the applicable supplier have a separate agreement which governs. HARDWARE PURCHASES: Tariffs imposed by the United States government on technology -related products may lead to cost increases for manufacturers and suppliers, who then pass these increases on to partners like Insight. Additionally, supply constraints, production delays, component shortages, and logistical pressures have contributed to cost increases and product shipment delays from manufacturers and suppliers. Insight is actively engaged with its contracting officials, suppliers, and partners to address these challenges. While we strive to honor initial price proposals and quotes, the fluid nature of the impact on manufacturer and supplier costs and product availability due to tariffs and supply disruptions could require a requote, subject to the contract terms if the purchase is being made under an Insight Public Sector, Inc. contract vehicle, before finalizing any subsequent or impacted proposals, quotes, and orders. Insight will not finalize any transaction involving a requote without the client's written consent. Insight's online Terms of Sale can be found at the "terms -and -policies" link below. httDS://WWW.insiciht.com/terms-and-DOlicies 155 DocuSign Envelope ID: 19E10D82-A1FD-455D-A79D-BE445876F270 Department of MANAGEMENT SERVICES We serve those who serve Florida AMENDMENT NO.: 2 - Renewal Alternate Contract Source No.: 43230000-NASPO-16-ACS Alternate Contract Source Name: Cloud Solutions This Amendment No. 2 ("Amendment") effective as of October 1, 2020, to the Cloud Solutions Agreement, Contract No. 43230000-NASPO-16-ACS ("ACS' or "Contract") is made by and between the State of Florida, Department of Management Services ("Department"), and Insight Public Sector, INC. ("Contractor"), collectively referred to herein as the "Parties," is effective upon execution by both Parties. All capitalized terms used herein have the meaning assigned to them in the ACS unless otherwise defined herein. WHEREAS the ACS was entered into by the Parties on September 25, 2017, to continue through September 30, 2020, for the provision of Cloud Solutions, pursuant to State of Utah Master Agreement No. AR2485; WHEREAS the Parties agreed that the ACS may be amended by mutual agreement as provided in Section 6., "Amendments," of the ACS; and WHEREAS the Parties agreed that the ACS may be renewed as provided in Section 2, "Renewal," of the ACS. THEREFORE, in consideration of the mutual promises contained below, and other good and valuable consideration, receipt, and sufficiency of which are hereby acknowledged, the Parties agree to the following: I. ACS Amendment. The ACS is amended to replace Exhibit A: Florida General Contract Conditions in its entirety with Exhibit D: Special Contract Conditions. Any and all references in the ACS to terms and conditions are hereby replaced with the attached Exhibit D: Special Contract Conditions, which are incorporated into the ACS by reference herein. II. ACS Amendment. The ACS is amended to replace Exhibit B: Florida Special Contract Conditions in its entirety with Exhibit C: Additional Special Contract Conditions, which are incorporated into the ACS by reference herein. III. ACS Renewal. The ACS is hereby renewed for a period of six (6) years, with a new expiration date of September 30, 2026, under the same terms and conditions, except as amended herein. IV. Warranty of Authority. Each person signing this Amendment warrants that he or she is duly authorized to do so and to bind the respective party. V. Conflict. To the extent any of the terms of this Amendment conflict with the terms of the ACS, the terms of this Amendment shall control. Software Value Added Reseller Page 1 of 2 Alternate Contract Source No.: 43230000-NASPO-16-ACS 156 DocuSign Envelope ID: 19E10D82-A1FD-455D-A79D-BE445876F270 Department of MANAGEMENT SERVICES We serve those who serve Florida AMENDMENT NO.: 2 - Renewal Alternate Contract Source No.: 43230000-NASPO-16-ACS Alternate Contract Source Name: Cloud Solutions VI. Effect. Unless otherwise modified by this Amendment, all terms and conditions contained in the ACS, as previously amended, shall continue in full force and effect. IN WITNESS WHEREOF, the Parties have executed this Amendment by their duly authorized representatives. State of Florida: Dep ,pfyManagement Services By: �� Name: `1`P191 4l' a041cU" '4IdiIIespie Title: Deputy Secretary Date: 9/17/2020 1 2:26 PM EDT Contractor: Insi DRAAr,,Sector, INC. By: �iSoikAt' skit/AA isv pouuouAU i `J4[S(3... Name: �isanne §ternheiser Title: Assistant Secretary Date: 9/16/2020 1 10:56 AM EDT Software Value Added Reseller Alternate Contract Source No.: 43230000-NASPO-16-ACS Page 2 of 2 157 DocuSign Envelope ID: 19E10D82-A1FD-455D-A79D-BE445876F270 AL Department of MANAGEMENT SERVICES We serve those who serve Florida ADDITIONAL SPECIAL CONTRACT CONDITIONS Exhibit C The Contractor and Customers acknowledge and agree to be bound by the terms and conditions of the Master Agreement except as otherwise specified in the Department's Contract as modified and supplemented by the Special Contract Conditions and these Additional Special Contract Conditions. Contractor acknowledges that the Participating State is an agency of the State of Florida and as such, the Contract will include the terms and conditions in these Additional Special Contract Conditions. All references to the Contract in these Additional Special Contract Conditions include the terms and conditions herein. A. Information Technology Standard: Pursuant to section 282.0051 and 282.318, F.S. the Department is to establish standards for the implementation and management of information technology resources. Contractor agrees to cooperate with the Department and Customer in furtherance of efforts to comply with the standards, established in Rule Title 60GG, F.A.C., as applicable. B. Annual Certification: At the request of the Department or the Customer, the Contractor will submit an annual certification demonstrating compliance with the Warranty of Security in accordance with the standards established in Rule Title 60GG, F.A.C. C. Orders: Contractor must be able to accept the State of Florida Purchasing Card and MyFloridaMarketPlace (MFMP) purchase orders. D. E-Verify: The following language replaces Section 13.2, E-Verify, of the Special Contract Conditions: The Contractor (and its subcontractors) have an obligation to utilize the U.S. Department of Homeland Security's (DHS) E-Verify system for all newly hired employees. By executing this Contract (Amendment), the Contractor certifies that it is registered with, and uses, the E-Verify system for all newly hired employees. The Contractor must obtain an affidavit from its subcontractors in accordance with paragraph (2)(b) of section 448.095, F.S., and maintain a copy of such affidavit for the duration of the Contract. The Contractor shall provide a copy of its DHS Memorandum of Understanding (MOU) to the Contract Manager within five days of Contract execution. This section serves as notice to the Contractor regarding the requirements of section 448.095, F.S., specifically sub -paragraph (2)(c)1, and the Department's obligation to terminate the Contract if it has a good faith belief that the Contractor has knowingly violated section 448.09(1), F.S. If terminated for such reason, the Contractor will not 158 DocuSign Envelope ID: 19E10D82-A1FD-455D-A79D-BE445876F270 AL Department of MANAGEMENT SERVICES We serve those who serve Florida be eligible for award of a public contract for at least one year after the date of such termination. The Department reserves the right to order the immediate termination of any contract between the Contractor and a subcontractor performing work on its behalf should the Department develop a good faith belief that the subcontractor has knowingly violated section 448.095(1), F.S. E. Contractor and Applicable Subcontractors, Affiliates, Partners, Resellers, Distributors, and Dealers: By execution of a Contract, the Contractor acknowledges that it will not be released of its contractual obligations to the Department because of any failure of a subcontractor, reseller, distributor, or dealer. The Contract terms are applicable to subcontractors, resellers, distributors, and dealers and shall apply to the Contractor's Applicable Subcontractors, Affiliates, Partners, Resellers, Distributors, and Dealers providing commodities and performing services in furtherance of the Contract. The Contractor is fully responsible for satisfactory completion of all work performed under the Contract. F. Purchases Prerequisites: Before fulfilling any Customer purchases and receiving payment, the Contractor and applicable Subcontractors, Affiliates, Partners, Resellers, Distributors, and Dealers must have met the following requirements, unless further notated below: • Have an active registration with the Florida Department of State, Division of Corporations (www.sunbiz.ora), or, if exempt from the registration requirements, provide the Department with the basis for such exemption. • Be registered in the MFMP Vendor Information Portal (httr)s://vendor.mvfloridamarketr)lace.com) *only required by applicable Subcontractors, Affiliates, Partners, Resellers, Distributors, and Dealers if receiving payment. • Not be on the State's Convicted, Suspended, or Discriminatory Vendor lists (httD://www.dms.mvflorida.com/business operations/State purchasina/vendor in formation/convicted suspended discriminatory complaints vendor lists) • Have a copy of e-Verify Status on file • Have a current W-9 filed with the Florida Department of Financial Services (httr)s://flvendor.mvfloridacfo.com) *only required by applicable Subcontractors, Affiliates, Partners, Resellers, Distributors, and Dealers if receiving payment. G. MFMP Electronic Invoicing: The Contractor may supply electronic invoices in lieu of paper -based invoices for those transactions processed through MFMP. Electronic invoices may be submitted to the agency through one of the mechanisms as listed below: 1) EDI (Electronic Data Interchange) This standard establishes the data contents of the Invoice Transaction Set (810) for use within the context of an Electronic Data Interchange (EDI) environment. This 159 DocuSign Envelope ID: 19E10D82-A1FD-455D-A79D-BE445876F270 AL Department of MANAGEMENT SERVICES We serve those who serve Florida transaction set can be used for invoicing via the Ariba Network (AN) for catalog and non -catalog goods and services. 2) PO Flip via AN This online process allows Contractors to submit invoices via the AN for catalog and non -catalog goods and services. Contractors have the ability to create an invoice directly from their inbox in their AN account by simply "flipping" the PO into an invoice. This option does not require any special software or technical capabilities. The Contractor warrants and represents that it is authorized and empowered to and hereby grants the State and the third -party provider of MFMP, a State contractor, the right and license to use, reproduce, transmit, distribute, and publicly display within MFMP. In addition, the Contractor warrants and represents that it is authorized and empowered to and hereby grants the State and the third -party provider the right and license to reproduce and display within MFMP the Contractor's trademarks, system marks, logos, trade dress, or other branding designation that identifies the products made available by the Contractor under the Contract. The Contractor will work with the MFMP management team to obtain specific requirements for the electronic invoicing if needed. H. Contract Reporting: The Contractor shall provide the following reports associated with this Contract. 1) Contract Quarterly Sales Reports. The Contractor shall submit Quarterly Sales Reports to the Department's Contract Manager within 30 calendar days after the close of each State fiscal quarter (the State's fiscal quarters close on September 30, December 31, March 31, and June 30). The Contractor's first Quarterly Sales Report will be due 30 calendar days after the first full quarter following Contract execution. Reports must be submitted in MS Excel format and can be retrieved by accessing the following link at FL DMS Quarterly Sales Report Form. The report shall include all Customer sales received and associated with this Contract during the quarter. Initiation and submission of the Quarterly Sales Report is the responsibility of the Contractor without prompting or notification from the Department's Contract Manager. If no orders are received during the period, the Contractor must submit a report stating that there was no activity. If the Contractor fails to submit two consecutive quarterly sales reports, the Contract may be terminated, or the Department may choose to not renew the Contract. 2) Certified and Minority Business Enterprises Reports. Upon Customer request, the Contractor shall report to each Customer, spend with certified and other minority business enterprises in the provision of commodities or services related to the Customer orders. These reports shall include the period covered; the name, minority 160 DocuSign Envelope ID: 19E10D82-A1FD-455D-A79D-BE445876F270 Department of - MANAGEMENT SERVICES We serve those who serve Florida code, and Federal Employer Identification Number of each minority business enterprise utilized during the period; commodities and services provided by the minority business enterprise; and the amount paid to each minority business enterprise on behalf of the Customer. 3) Ad Hoc Sales Reports. The Department may require additional Contract sales information such as copies of purchase orders or ad hoc sales reports. The Contractor shall submit these documents and reports within the timeframe specified by the Department. 4) MFMP Transaction Fee Reports. The Contractor shall submit monthly MFMP Transaction Fee Reports to the Department. Reports are due 15 calendar days after the end of each month. Information on how to submit MFMP Transaction Fee Reports online can be located on the Transaction Fee and ReDortina website. Assistance with the transaction fee reporting system is also available from the MFMP Customer Service Desk by email at feeprocessina a( mvfloridamarketplace.com or telephone at 866-FLA-EPRO (866-352-3776) from 8:00 a.m. to 6:00 p.m. Eastern Time. Financial Consequences: The following financial consequences will apply for the Contractor's non-performance of the provision of the Quarterly Sales Reports and the MFMP Transaction Fee Reports. The State of Florida reserves the right to withhold payment or implement other appropriate remedies, such as Contract termination or nonrenewal, when the Contractor has failed to comply with these provisions of the Contract. The Contractor and the Department agree that the financial consequences for non-performance are an estimate of damages which are difficult to ascertain and are not penalties. The financial consequences will be paid via check or money order and made out to the Department of Management Services in U.S. dollars within 30 calendar days after the required report submission date. These consequences are individually assessed for failures over each target period beginning with the first full month or quarter of the contract performance and every month or quarter, respectively, thereafter. This space intentionally left blank 161 DocuSign Envelope ID: 19E10D82-A1FD-455D-A79D-BE445876F270 . Department of - MANAGEMENT rA! SERVICES We serve those who serve Florida Financial Consequences Chart Financial Consequencefor Performance Due Non -Performance Deliverable Performance Metric Date (Per Calendar Day Late/Not Received by the Contract Manager) Contractor will timely All Quarterly Sales Reports will Reports are due on or $250 submit complete be submitted timely with the before the 30' Quarterly Sales Reports required information calendar day after the close of each State fiscal quarter Contractor will timely All MFMP Transaction Fee Reports are due on or $100 submit complete MFMP Reports will be submitted timely before the 15th Transaction Fee Reports with the required information calendar day after the close of each month Quarterly reporting timeframes coincide with the State Fiscal Year as follows: Quarter 1 - (July -September) — due 30 calendar days after close of the period Quarter 2 - (October -December) — due 30 calendar days after close of the period Quarter 3 - (January -March) — due 30 calendar days after close of the period Quarter 4 - (April -June) — due 30 calendar days after close of the period The peoartfnertt may not consider repeyval of a Contract or price adjustments if the Contractor is late on submittinq required reports or for outstanding fees owed. Business Review Meetings: Both the Department and Customer reserve the right to schedule business review meetings. The Department or Customer will provide the format for the Contractor's agenda. In the event the Department or Customer schedules a business review meeting, the Contractor shall submit the completed agenda to the Department or Customer for review and acceptance prior to the meeting. The Contractor shall address the agenda items and any of the Department's or Customer's additional concerns at the meeting. At a minimum, the agenda items may include: a. Contract compliance b. Savings report (in dollar amount and cost avoidance) c. Spend reports by Customer d. Recommendations for improved compliance and performance Failure to comply with this section may result in the Contractor being placed on a Corrective Action Plan and possible termination of the Contract. 162 DocuSign Envelope ID: 19E10D82-A1FD-455D-A79D-BE445876F270 Exhibit D SPECIAL CONTRACT CONDITIONS JULY 1, 2019 VERSION Table of Contents SECTION 1. DEFINITION...........................................................................................................................2 SECTION 2. CONTRACT TERM AND TERMINATION.................................................................................2 SECTION 3. PAYMENT AND FEES.............................................................................................................3 SECTION 4. CONTRACT MANAGEMENT..................................................................................................4 SECTION 5. COMPLIANCE WITH LAWS....................................................................................................6 SECTION 6. MISCELLANEOUS..................................................................................................................7 SECTION 7. LIABILITY AND INSURANCE........................................................................................................... 9 SECTION 8. PUBLIC RECORDS, TRADE SECRETS, DOCUMENT MANAGEMENT, AND INTELLECTUAL PROPERTY..............................................................................................................................................10 SECTION 9. DATA SECURITY..................................................................................................................12 SECTION 10. GRATUITIES, LOBBYING, AND COMMUNICATIONS..........................................................13 SECTION 11. CONTRACT MONITORING................................................................................................14 SECTION 12. CONTRACT AUDITS...........................................................................................................15 SECTION 13. BACKGROUND SCREENING AND SECURITY......................................................................16 SECTION 14. WARRANTY OF CONTRACTOR'S ABILITY TO PERFORM....................................................17 In accordance with Rule 60A-1.002(7), F.A.C., Form PUR 1000 is included herein by reference but is superseded in its entirety by these Special Contract Conditions. SP approved version 7-1-2019 1 163 DocuSign Envelope ID: 19E10D82-A1FD-455D-A79D-BE445876F270 SECTION 1. DEFINITION. The following definition applies in addition to the definitions in Chapter 287, Florida Statutes (F.S.), and Rule Chapter 60A-1, Florida Administrative Code (F.A.C.): 1.1 Customer. The agency or eligible user that purchases commodities or contractual services pursuant to the Contract. SECTION 2. CONTRACT TERM AND TERMINATION. 2.1 Initial Term. The initial term will begin on the date set forth in the Contract documents or on the date the Contract is signed by all Parties, whichever is later. 2.2 Renewal. Upon written agreement, the Department and the Contractor may renew the Contract in whole or in part only as set forth in the Contract documents, and in accordance with section 287.057(13), F.S. 2.3 Suspension of Work and Termination. 2.3.1 Suspension of Work. The Department may, at its sole discretion, suspend any or all activities under the Contract, at any time, when it is in the best interest of the State of Florida to do so. The Customer may suspend a resulting contract or purchase order, at any time, when in the best interest of the Customer to do so. The Department or Customer will provide the Contractor written notice outlining the particulars of the suspension. After receiving a suspension notice, the Contractor must comply with the notice and will cease the performance of the Contract or purchase order. Suspension of work will not entitle the Contractor to any additional compensation. The Contractor will not resume performance of the Contract or purchase order until so authorized by the Department. 2.3.2 Termination for Convenience. The Contract may be terminated by the Department in whole or in part at any time, in the best interest of the State of Florida. If the Contract is terminated before performance is completed, the Contractor will be paid only for that work satisfactorily performed for which costs can be substantiated. Such payment, however, may not exceed an amount which is the same percentage of the Contract price as the amount of work satisfactorily performed. All work in progress will become the property of the Customer and will be turned over promptly by the Contractor. 2.3.3 Termination for Cause. If the performance of the Contractor is not in compliance with the Contract requirements or the Contractor has defaulted, the Department may: (a) immediately terminate the Contract; (b) notify the Contractor of the noncompliance or default, require correction, and specify the date by which the correction must be completed before the Contract is terminated; or (c) take other action deemed appropriate by the Department. SP approved version 7-1-2019 2 164 DocuSign Envelope ID: 19E10D82-A1FD-455D-A79D-BE445876F270 SECTION 3. PAYMENT AND FEES. 3.1 Pricing. The Contractor will not exceed the pricing set forth in the Contract documents. 3.2 Price Decreases. The following price decrease terms will apply to the Contract: 3.2.1 Quantity Discounts. Contractor may offer additional discounts for one-time delivery of large single orders; 3.2.2 Preferred Pricing. The Contractor guarantees that the pricing indicated in this Contract is a maximum price. Additionally, Contractor's pricing will not exceed the pricing offered under comparable contracts. Comparable contracts are those that are similar in size, scope, and terms. In compliance with section 216.0113, F.S., Contractor must annually submit an affidavit from the Contractor's authorized representative attesting that the Contract complies with this clause. 3.2.3 Sales Promotions. In addition to decreasing prices for the balance of the Contract term due to a change in market conditions, the Contractor may conduct sales promotions involving price reductions for a specified lesser period. The Contractor must submit documentation identifying the proposed: (1) starting and ending dates of the promotion, (2) commodities or contractual services involved, and (3) promotional prices compared to then -authorized prices. 3.3 Payment Invoicing. The Contractor will be paid upon submission of invoices to the Customer after delivery and acceptance of commodities or contractual services is confirmed by the Customer. Invoices must contain sufficient detail for an audit and contain the Contract Number and the Contractor's Federal Employer Identification Number. 3.4 Purchase Order. A Customer may use purchase orders to buy commodities or contractual services pursuant to the Contract and, if applicable, the Contractor must provide commodities or contractual services pursuant to purchase orders. Purchase orders issued pursuant to the Contract must be received by the Contractor no later than the close of business on the last day of the Contract's term. The Contractor is required to accept timely purchase orders specifying delivery schedules that extend beyond the Contract term even when such extended delivery will occur after expiration of the Contract. Purchase orders shall be valid through their specified term and performance by the Contractor, and all terms and conditions of the Contract shall survive the termination or expiration of the Contract and apply to the Contractor's performance. The duration of purchase orders for recurring deliverables shall not exceed the expiration of the Contract by more than twelve months. Any purchase order terms and conditions conflicting with these Special Contract Conditions shall not become a part of the Contract. 3.5 Travel. Travel expenses are not reimbursable unless specifically authorized by the Customer in writing and may be reimbursed only in accordance with section 112.061, F.S. SP approved version 7-1-2019 3 165 DocuSign Envelope ID: 19E10D82-A1FD-455D-A79D-BE445876F270 3.6 Annual Appropriation. Pursuant to section 287.0582, F.S., if the Contract binds the State of Florida or an agency for the purchase of services or tangible personal property for a period in excess of one fiscal year, the State of Florida's performance and obligation to pay under the Contract is contingent upon an annual appropriation by the Legislature. 3.7 Transaction Fees. The State of Florida, through the Department of Management Services, has instituted MyFloridaMarketPlace, a statewide eProcurement system pursuant to section 287.057(22), F.S. All payments issued by Customers to registered Vendors for purchases of commodities or contractual services will be assessed Transaction Fees as prescribed by rule 60A-1.031, F.A.C., or as may otherwise be established by law. Vendors must pay the Transaction Fees and agree to automatic deduction of the Transaction Fees when automatic deduction becomes available. Vendors will submit any monthly reports required pursuant to the rule. All such reports and payments will be subject to audit. Failure to comply with the payment of the Transaction Fees or reporting of transactions will constitute grounds for declaring the Vendor in default and subject the Vendor to exclusion from business with the State of Florida. 3.8 Taxes. Taxes, customs, and tariffs on commodities or contractual services purchased under the Contract will not be assessed against the Customer or Department unless authorized by Florida law. 3.9 Return of Funds. Contractor will return any overpayments due to unearned funds or funds disallowed pursuant to the terms of the Contract that were disbursed to the Contractor. The Contractor must return any overpayment within forty (40) calendar days after either discovery by the Contractor, its independent auditor, or notification by the Department or Customer of the overpayment. SECTION 4. CONTRACT MANAGEMENT. 4.1 Composition and Priority. The Contractor agrees to provide commodities or contractual services to the Customer as specified in the Contract. Additionally, the terms of the Contract supersede the terms of all prior agreements between the Parties on this subject matter. 4.2 Notices. All notices required under the Contract must be delivered to the designated Contract Manager in a manner identified by the Department. 4.3 Department's Contract Manager. The Department's Contract Manager, who is primarily responsible for the Department's oversight of the Contract, will be identified in a separate writing to the Contractor upon Contract signing in the following format: Department's Contract Manager Name SP approved version 7-1-2019 4 166 DocuSign Envelope ID: 19E10D82-A1FD-455D-A79D-BE445876F270 Department's Name Department's Physical Address Department's Telephone # Department's Email Address If the Department changes the Contract Manager, the Department will notify the Contractor. Such a change does not require an amendment to the Contract. 4.4 Contractor's Contract Manager. The Contractor's Contract Manager, who is primarily responsible for the Contractor's oversight of the Contract performance, will be identified in a separate writing to the Department upon Contract signing in the following format: Contractor's Contract Manager Name Contractor's Name Contractor's Physical Address Contractor's Telephone # Contractor's Email Address If the Contractor changes its Contract Manager, the Contractor will notify the Department. Such a change does not require an amendment to the Contract. 4.5 Diversity. 4.5.1 Office of Supplier Diversity. The State of Florida supports its diverse business community by creating opportunities for woman-, veteran-, and minority -owned small business enterprises to participate in procurements and contracts. The Department encourages supplier diversity through certification of woman-, veteran-, and minority -owned small business enterprises and provides advocacy, outreach, and networking through regional business events. For additional information, please contact the Office of Supplier Diversity (OSD) at osdinfo@dms.myflorida.com. 4.5.2 Diversity Reporting. Upon request, the Contractor will report to the Department its spend with business enterprises certified by the OSD. These reports must include the time period covered, the name and Federal Employer Identification Number of each business enterprise utilized during the period, commodities and contractual services provided by the business enterprise, and the amount paid to the business enterprise on behalf of each agency purchasing under the Contract. 4.6 RESPECT. Subject to the agency determination provided for in section 413.036, F.S., the following statement applies: IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT ANY ARTICLES THAT ARE THE SUBJECT OF, OR REQUIRED TO CARRY OUT, THIS CONTRACT SHALL BE PURCHASED FROM A NONPROFIT AGENCY FOR THE BLIND OR FOR THE SEVERELY HANDICAPPED THAT IS QUALIFIED PURSUANT TO CHAPTER 413, FLORIDA STATUTES, IN THE SAME MANNER AND UNDER THE SAME PROCEDURES SET FORTH IN SECTION 413.036(1) AND (2), FLORIDA STATUTES; SP approved version 7-1-2019 167 DocuSign Envelope ID: 19E10D82-A1FD-455D-A79D-BE445876F270 AND FOR PURPOSES OF THIS CONTRACT THE PERSON, FIRM, OR OTHER BUSINESS ENTITY CARRYING OUT THE PROVISIONS OF THIS CONTRACT SHALL BE DEEMED TO BE SUBSTITUTED FOR THE STATE AGENCY INSOFAR AS DEALINGS WITH SUCH QUALIFIED NONPROFIT AGENCY ARE CONCERNED. Additional information about RESPECT and the commodities or contractual services it offers is available at htti)s://www.resi)ectofflorida.orci. 4.7 PRIDE. Subject to the agency determination provided for in sections 287.042(1) and 946.515, F.S., the following statement applies: IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT ANY ARTICLES WHICH ARE THE SUBJECT OF, OR REQUIRED TO CARRY OUT, THIS CONTRACT SHALL BE PURCHASED FROM THE CORPORATION IDENTIFIED UNDER CHAPTER 946, F.S., IN THE SAME MANNER AND UNDER THE SAME PROCEDURES SET FORTH IN SECTION 946.515(2) AND (4), F.S.; AND FOR PURPOSES OF THIS CONTRACT THE PERSON, FIRM, OR OTHER BUSINESS ENTITY CARRYING OUT THE PROVISIONS OF THIS CONTRACT SHALL BE DEEMED TO BE SUBSTITUTED FOR THIS AGENCY INSOFAR AS DEALINGS WITH SUCH CORPORATION ARE CONCERNED. Additional information about PRIDE and the commodities or contractual services it offers is available at htti)s://www.i)ride-enteri)rises.orci. SECTION 5. COMPLIANCE WITH LAWS. 5.1 Conduct of Business. The Contractor must comply with all laws, rules, codes, ordinances, and licensing requirements that are applicable to the conduct of its business, including those of federal, state, and local agencies having jurisdiction and authority. For example, the Contractor must comply with section 274A of the Immigration and Nationality Act, the Americans with Disabilities Act, Health Insurance Portability and Accountability Act, if applicable, and all prohibitions against discrimination on the basis of race, religion, sex, creed, national origin, handicap, marital status, or veteran's status. The provisions of subparagraphs 287.058(1)(a)-(c), and (g), F.S., are hereby incorporated by reference. 5.2 Dispute Resolution, Governing Law, and Venue. Any dispute concerning performance of the Contract shall be decided by the Department's designated Contract Manager, who will reduce the decision to writing and serve a copy on the Contractor. The decision of the Contract Manager shall be final and conclusive. Exhaustion of this administrative remedy is an absolute condition precedent to the Contractor's ability to pursue legal action related to the Contract or any other form of dispute resolution. The laws of the State of Florida govern the Contract. The Parties submit to the jurisdiction of the courts of the State of Florida exclusively for any legal action related to the Contract. Further, the Contractor hereby waives all privileges and rights relating to venue it may have under Chapter 47, F.S., and all such venue privileges and rights it may have under any other statute, rule, or case law, including, but not limited to, those based on convenience. The Contractor hereby submits to venue in the county chosen by the Department. 5.3 Department of State Registration. SP approved version 7-1-2019 168 DocuSign Envelope ID: 19E10D82-A1FD-455D-A79D-BE445876F270 Consistent with Title XXXVI, F.S., the Contractor and any subcontractors that assert status, other than a sole proprietor, must provide the Department with conclusive evidence of a certificate of status, not subject to qualification, if a Florida business entity, or of a certificate of authorization if a foreign business entity. 5.4 Suspended, Convicted, and Discriminatory Vendor Lists. In accordance with sections 287.042, 287.133, and 287.134, F.S., an entity or affiliate who is on the Suspended Vendor List, Convicted Vendor List, or Discriminatory Vendor List may not perform work as a contractor, supplier, subcontractor, or consultant under the Contract. The Contractor must notify the Department if it or any of its suppliers, subcontractors, or consultants have been placed on the Suspended Vendor List, Convicted Vendor List, or Discriminatory Vendor List during the term of the Contract. 5.5 Scrutinized Companies - Termination by the Department. The Department may, at its option, terminate the Contract if the Contractor is found to have submitted a false certification as provided under section 287.135(5), F.S., or been placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or been engaged in business operations in Cuba or Syria, or to have been placed on the Scrutinized Companies that Boycott Israel List or is engaged in a boycott of Israel. 5.6 Cooperation with Inspector General and Records Retention. Pursuant to section 20.055(5), F.S., the Contractor understands and will comply with its duty to cooperate with the Inspector General in any investigation, audit, inspection, review, or hearing. Upon request of the Inspector General or any other authorized State official, the Contractor must provide any information the Inspector General deems relevant to the Contractor's integrity or responsibility. Such information may include, but will not be limited to, the Contractor's business or financial records, documents, or files of any type or form that refer to or relate to the Contract. The Contractor will retain such records for the longer of five years after the expiration of the Contract, or the period required by the General Records Schedules maintained by the Florida Department of State, at the Department of State's Records Management website. The Contractor agrees to reimburse the State of Florida for the reasonable costs of investigation incurred by the Inspector General or other authorized State of Florida official for investigations of the Contractor's compliance with the terms of this or any other agreement between the Contractor and the State of Florida which results in the suspension or debarment of the Contractor. Such costs will include but will not be limited to: salaries of investigators, including overtime; travel and lodging expenses; and expert witness and documentary fees. The Contractor agrees to impose the same obligations to cooperate with the Inspector General and retain records on any subcontractors used to provide goods or services under the Contract. SECTION 6. MISCELLANEOUS. 6.1 Subcontractors. The Contractor will not subcontract any work under the Contract without prior written consent of the Department. The Contractor is fully responsible for satisfactory completion of all its subcontracted work. The Department supports diversity in its procurements and contracts, and requests that the Contractor offer subcontracting opportunities to certified woman-, veteran-, and minority -owned small businesses. The SP approved version 7-1-2019 169 DocuSign Envelope ID: 19E10D82-A1FD-455D-A79D-BE445876F270 Contractor may contact the OSD at osdhelp@dms.myflorida.com for information on certified small business enterprises available for subcontracting opportunities. 6.2 Assignment. The Contractor will not sell, assign, or transfer any of its rights, duties, or obligations under the Contract without the prior written consent of the Department. However, the Contractor may waive its right to receive payment and assign same upon notice to the Department. In the event of any assignment, the Contractor remains responsible for performance of the Contract, unless such responsibility is expressly waived by the Department. The Department may assign the Contract with prior written notice to the Contractor. 6.3 Independent Contractor. The Contractor and its employees, agents, representatives, and subcontractors are independent contractors and not employees or agents of the State of Florida and are not entitled to State of Florida benefits. The Department and Customer will not be bound by any acts or conduct of the Contractor or its employees, agents, representatives, or subcontractors. The Contractor agrees to include this provision in all its subcontracts under the Contract. 6.4 Inspection and Acceptance of Commodities. 6.4.1 Risk of Loss. Matters of inspection and acceptance are addressed in section 215.422, F.S. Until acceptance, risk of loss or damage will remain with the Contractor. The Contractor will be responsible for filing, processing, and collecting all damage claims. To assist the Contractor with damage claims, the Customer will: record any evidence of visible damage on all copies of the delivering carrier's bill of lading; report damages to the carrier and the Contractor; and provide the Contractor with a copy of the carrier's bill of lading and damage inspection report. 6.4.2 Rejected Commodities. When a Customer rejects a commodity, Contractor will remove the commodity from the premises within ten (10) calendar days after notification of rejection, and the risk of loss will remain with the Contractor. Commodities not removed by the Contractor within ten (10) calendar days will be deemed abandoned by the Contractor, and the Customer will have the right to dispose of such commodities. Contractor will reimburse the Customer for costs and expenses incurred in storing or effecting removal or disposition of rejected commodities. 6.5 Safety Standards. Performance of the Contract for all commodities or contractual services must comply with requirements of the Occupational Safety and Health Act and other applicable State of Florida and federal requirements. 6.6 Ombudsman. A Vendor Ombudsman has been established within the Department of Financial Services. The duties of this office are found in section 215.422, F.S., which include disseminating information relative to prompt payment and assisting contractors in receiving their payments in a timely manner from a Customer. The Vendor Ombudsman may be contacted at (850) 413-5516. SP approved version 7-1-2019 170 DocuSign Envelope ID: 19E10D82-A1FD-455D-A79D-BE445876F270 6.7 Time is of the Essence. Time is of the essence regarding every obligation of the Contractor under the Contract Each obligation is deemed material, and a breach of any such obligation (including a breach resulting from untimely performance) is a material breach. 6.8 Waiver. The delay or failure by the Department or the Customer to exercise or enforce any rights under the Contract will not constitute waiver of such rights. 6.9 Modification and Severability. The Contract may only be modified by written agreement between the Department and the Contractor. Should a court determine any provision of the Contract is invalid, the remaining provisions will not be affected, and the rights and obligations of the Parties will be construed and enforced as if the Contract did not contain the provision held invalid. 6.10 Cooperative Purchasing. Pursuant to their own governing laws, and subject to the agreement of the Contractor, governmental entities that are not Customers may make purchases under the terms and conditions contained herein, if agreed to by Contractor. Such purchases are independent of the Contract between the Department and the Contractor, and the Department is not a party to these transactions. Agencies seeking to make purchases under this Contract are required to follow the requirements of Rule 60A-1.045(5), F.A.C. SECTION 7. LIABILITY AND INSURANCE. 7.1 Workers' Compensation Insurance. The Contractor shall maintain workers' compensation insurance as required under the Florida Workers' Compensation Law or the workers' compensation law of another jurisdiction where applicable. The Contractor must require all subcontractors to similarly provide workers' compensation insurance for all of the latter's employees. In the event work is being performed by the Contractor under the Contract and any class of employees performing the work is not protected under Workers' Compensation statutes, the Contractor must provide, and cause each subcontractor to provide, adequate insurance satisfactory to the Department, for the protection of employees not otherwise protected. 7.2 General Liability Insurance. The Contractor must secure and maintain Commercial General Liability Insurance, including bodily injury, property damage, products, personal and advertising injury, and completed operations. This insurance must provide coverage for all claims that may arise from performance of the Contract or completed operations, whether by the Contractor or anyone directly or indirectly employed by the Contractor. Such insurance must include the State of Florida as an additional insured for the entire length of the resulting contract. The Contractor is responsible for determining the minimum limits of liability necessary to provide reasonable financial protections to the Contractor and the State of Florida under the resulting contract. 7.3 Florida Authorized Insurers. SP approved version 7-1-2019 171 DocuSign Envelope ID: 19E10D82-A1FD-455D-A79D-BE445876F270 All insurance shall be with insurers authorized and eligible to transact the applicable line of insurance business in the State of Florida. The Contractor shall provide Certification(s) of Insurance evidencing that all appropriate coverage is in place and showing the Department to be an additional insured. 7.4 Performance Bond. Unless otherwise prohibited by law, the Department may require the Contractor to furnish, without additional cost to the Department, a performance bond or irrevocable letter of credit or other form of security for the satisfactory performance of work hereunder. The Department shall determine the type and amount of security. 7.5 Indemnification. To the extent permitted by Florida law, the Contractor agrees to indemnify, defend, and hold the Customer and the State of Florida, its officers, employees, and agents harmless from all fines, claims, assessments, suits, judgments, or damages, including consequential, special, indirect, and punitive damages, including court costs and attorney's fees, arising from or relating to violation or infringement of a trademark, copyright, patent, trade secret, or intellectual property right or out of any acts, actions, breaches, neglect, or omissions of the Contractor, its employees, agents, subcontractors, assignees, or delegates related to the Contract, as well as for any determination arising out of or related to the Contract that the Contractor or Contractor's employees, agents, subcontractors, assignees, or delegates are not independent contractors in relation to the Customer. The Contract does not constitute a waiver of sovereign immunity or consent by the Customer or the State of Florida or its subdivisions to suit by third parties. Without limiting this indemnification, the Customer may provide the Contractor (1) written notice of any action or threatened action, (2) the opportunity to take over and settle or defend any such action at Contractor's sole expense, and (3) assistance in defending the action at Contractor's sole expense. 7.6 Limitation of Liability. Unless otherwise specifically enumerated in the Contract or in the purchase order, neither the Department nor the Customer shall be liable for special, indirect, punitive, or consequential damages, including lost data or records (unless the Contract or purchase order requires the Contractor to back-up data or records), even if the Department or Customer has been advised that such damages are possible. Neither the Department nor the Customer shall be liable for lost profits, lost revenue, or lost institutional operating savings. The Department or Customer may, in addition to other remedies available to them at law or equity and upon notice to the Contractor, retain such monies from amounts due Contractor as may be necessary to satisfy any claim for damages, penalties, costs, and the like asserted by or against them. The State may set off any liability or other obligation of the Contractor or its affiliates to the State against any payments due the Contractor under any contract with the State. SECTION 8. PUBLIC RECORDS, TRADE SECRETS, DOCUMENT MANAGEMENT, AND INTELLECTUAL PROPERTY. 8.1 Public Records. 8.1.1 Termination of Contract. SP approved version 7-1-2019 10 172 DocuSign Envelope ID: 19E10D82-A1FD-455D-A79D-BE445876F270 The Department may terminate the Contract for refusal by the Contractor to comply with this section by not allowing access to all public records, as defined in Chapter 119, F. S., made or received by the Contractor in conjunction with the Contract. 8.1.2 Statutory Notice. Pursuant to section 119.0701(2)(a), F.S., for contracts for services with a contractor acting on behalf of a public agency, as defined in section 119.011(2), F.S., the following applies: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT THE TELEPHONE NUMBER, EMAIL ADDRESS, AND MAILING ADDRESS PROVIDED IN THE RESULTING CONTRACT OR PURCHASE ORDER. Pursuant to section 119.0701(2)(b), F.S., for contracts for services with a contractor acting on behalf of a public agency as defined in section 119.011(2), F.S., the Contractor shall: (a) Keep and maintain public records required by the public agency to perform the service. (b) Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, F.S., or as otherwise provided by law. (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure are not disclosed except as authorized by law for the duration of the Contract term and following the completion of the Contract if the Contractor does not transfer the records to the public agency. (d) Upon completion of the Contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the Contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the Contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. 8.2 Protection of Trade Secrets or Otherwise Confidential Information. 8.2.1 Contractor Designation of Trade Secrets or Otherwise Confidential Information. If the Contractor considers any portion of materials to be trade secret under section 688.002 or 812.081, F.S., or otherwise confidential under Florida or federal law, the Contractor must clearly designate that portion of the materials as trade secret or otherwise confidential when submitted to the Department. The Contractor will be SP approved version 7-1-2019 11 173 DocuSign Envelope ID: 19E10D82-A1FD-455D-A79D-BE445876F270 responsible for responding to and resolving all claims for access to Contract -related materials it has designated trade secret or otherwise confidential. 8.2.2 Public Records Requests. If the Department receives a public records request for materials designated by the Contractor as trade secret or otherwise confidential under Florida or federal law, the Contractor will be responsible for taking the appropriate legal action in response to the request. If the Contractor fails to take appropriate and timely action to protect the materials designated as trade secret or otherwise confidential, the Department will provide the materials to the requester. 8.2.3 Indemnification Related to Confidentiality of Materials. The Contractor will protect, defend, indemnify, and hold harmless the Department for claims, costs, fines, and attorney's fees arising from or relating to its designation of materials as trade secret or otherwise confidential. 8.3 Document Management. The Contractor must retain sufficient documentation to substantiate claims for payment under the Contract and all other records, electronic files, papers, and documents that were made in relation to this Contract. The Contractor must retain all documents related to the Contract for five (5) years after expiration of the Contract or, if longer, the period required by the General Records Schedules maintained by the Florida Department of State available at the Department of State's Records Management website. 8.4 Intellectual Property. 8.4.1 Ownership. Unless specifically addressed otherwise in the Contract, the State of Florida shall be the owner of all intellectual property rights to all property created or developed in connection with the Contract. 8.4.2 Patentable Inventions or Discoveries. Any inventions or discoveries developed in the course, or as a result, of services in connection with the Contract that are patentable pursuant to 35 U.S.C. § 101 are the sole property of the State of Florida. Contractor must inform the Customer of any inventions or discoveries developed or made through performance of the Contract, and such inventions or discoveries will be referred to the Florida Department of State for a determination on whether patent protection will be sought. The State of Florida will be the sole owner of all patents resulting from any invention or discovery made through performance of the Contract. 8.4.3 Copyrightable Works. Contractor must notify the Department or State of Florida of any publications, artwork, or other copyrightable works developed in connection with the Contract. All copyrights created or developed through performance of the Contract are owned solely by the State of Florida. SECTION 9. DATA SECURITY. SP approved version 7-1-2019 12 174 DocuSign Envelope ID: 19E10D82-A1FD-455D-A79D-BE445876F270 The Contractor will maintain the security of State of Florida data including, but not limited to, maintaining a secure area around any displayed visible data and ensuring data is stored and secured when not in use. The Contractor and subcontractors will not perform any of the services from outside of the United States, and the Contractor will not allow any State of Florida data to be sent by any medium, transmitted, or accessed outside the United States due to Contractor's action or inaction. In the event of a security breach involving State of Florida data, the Contractor shall give notice to the Customer and the Department within one business day. "Security breach" for purposes of this section will refer to a confirmed event that compromises the confidentiality, integrity, or availability of data. Once a data breach has been contained, the Contractor must provide the Department with a post -incident report documenting all containment, eradication, and recovery measures taken. The Department reserves the right in its sole discretion to enlist a third party to audit Contractor's findings and produce an independent report, and the Contractor will fully cooperate with the third party. The Contractor will also comply with all HIPAA requirements and any other state and federal rules and regulations regarding security of information. SECTION 10. GRATUITIES, LOBBYING, AND COMMUNICATIONS. 10.1 Gratuities. The Contractor will not, in connection with this Contract, directly or indirectly (1) offer, give, or agree to give anything of value to anyone as consideration for any State of Florida officer's or employee's decision, opinion, recommendation, vote, other exercise of discretion, or violation of a known legal duty, or (2) offer, give, or agree to give to anyone anything of value for the benefit of, or at the direction or request of, any State of Florida officer or employee. 10.2 Lobbying. In accordance with sections 11.062 and 216.347, F.S., Contract funds are not to be used for the purpose of lobbying the Legislature, the judicial branch, or the Department. Pursuant to section 287.058(6), F.S., the Contract does not prohibit the Contractor from lobbying the executive or legislative branch concerning the scope of services, performance, term, or compensation regarding the Contract after the Contract is executed and during the Contract term. 10.3 Communications. 10.3.1 Contractor Communication or Disclosure. The Contractor shall not make any public statements, press releases, publicity releases, or other similar communications concerning the Contract or its subject matter or otherwise disclose or permit to be disclosed any of the data or other information obtained or furnished in compliance with the Contract, without first notifying the Customer's Contract Manager and securing the Customer's prior written consent. 10.3.2 Use of Customer Statements. The Contractor shall not use any statement attributable to the Customer or its employees for the Contractor's promotions, press releases, publicity releases, marketing, corporate communications, or other similar communications, without first notifying the Customer's Contract Manager and securing the Customer's prior written consent. SP approved version 7-1-2019 13 175 DocuSign Envelope ID: 19E10D82-A1FD-455D-A79D-BE445876F270 SECTION 11. CONTRACT MONITORING. 11.1 Performance Standards. The Contractor agrees to perform all tasks and provide deliverables as set forth in the Contract. The Department and the Customer will be entitled at all times, upon request, to be advised as to the status of work being done by the Contractor and of the details thereof. 11.2 Performance Deficiencies and Financial Consequences of Non -Performance. 11.2.1 Proposal of Corrective Action Plan. In addition to the processes set forth in the Contract (e.g., service level agreements), if the Department or Customer determines that there is a performance deficiency that requires correction by the Contractor, then the Department or Customer will notify the Contractor. The correction must be made within a time -frame specified by the Department or Customer. The Contractor must provide the Department or Customer with a corrective action plan describing how the Contractor will address all performance deficiencies identified by the Department or Customer. 11.2.2 Retainage for Unacceptable Corrective Action Plan or Plan Failure. If the corrective action plan is unacceptable to the Department or Customer, or implementation of the plan fails to remedy the performance deficiencies, the Department or Customer will retain ten percent (10%) of the total invoice amount. The retainage will be withheld until the Contractor resolves the performance deficiencies. If the performance deficiencies are resolved, the Contractor may invoice the Department or Customer for the retained amount. If the Contractor fails to resolve the performance deficiencies, the retained amount will be forfeited to compensate the Department or Customer for the performance deficiencies. 11.3 Performance Delay. 11.3.1 Notification. The Contractor will promptly notify the Department or Customer upon becoming aware of any circumstances that may reasonably be expected to jeopardize the timely and successful completion (or delivery) of any commodity or contractual service. The Contractor will use commercially reasonable efforts to avoid or minimize any delays in performance and will inform the Department or the Customer of the steps the Contractor is taking or will take to do so, and the projected actual completion (or delivery) time. If the Contractor believes a delay in performance by the Department or the Customer has caused or will cause the Contractor to be unable to perform its obligations on time, the Contractor will promptly so notify the Department and use commercially reasonable efforts to perform its obligations on time notwithstanding the Department's delay. 11.3.2 Liquidated Damages. The Contractor acknowledges that delayed performance will damage the DepartmentCustomer, but by their nature such damages are difficult to ascertain. Accordingly, the liquidated damages provisions stated in the Contract documents will apply. Liquidated damages are not intended to be a penalty and are solely intended to compensate for damages. 11.4 Force Majeure, Notice of Delay, and No Damages for Delay. SP approved version 7-1-2019 14 176 DocuSign Envelope ID: 19E10D82-A1FD-455D-A79D-BE445876F270 The Contractor will not be responsible for delay resulting from its failure to perform if neither the fault nor the negligence of the Contractor or its employees or agents contributed to the delay, and the delay is due directly to fire, explosion, earthquake, windstorm, flood, radioactive or toxic chemical hazard, war, military hostilities, terrorism, civil emergency, embargo, riot, strike, violent civil unrest, or other similar cause wholly beyond the Contractor's reasonable control, or for any of the foregoing that affect subcontractors or suppliers if no alternate source of supply is available to the Contractor. The foregoing does not excuse delay which could have been avoided if the Contractor implemented any risk mitigation required by the Contract. In case of any delay the Contractor believes is excusable, the Contractor will notify the Department in writing of the delay or potential delay and describe the cause of the delay either (1) within ten (10) calendar days after the cause that created or will create the delay first arose, if the Contractor could reasonably foresee that a delay could occur as a result, or (2) if delay is not reasonably foreseeable, within five (5) calendar days after the date the Contractor first had reason to believe that a delay could result. The foregoing will constitute the Contractor's sole remedy or excuse with respect to delay. Providing notice in strict accordance with this paragraph is a condition precedent to such remedy. No claim for damages will be asserted by the Contractor. The Contractor will not be entitled to an increase in the Contract price or payment of any kind from the Department for direct, indirect, consequential, impact or other costs, expenses or damages, including but not limited to costs of acceleration or inefficiency, arising because of delay, disruption, interference, or hindrance from any cause whatsoever. If performance is suspended or delayed, in whole or in part, due to any of the causes described in this paragraph, after the causes have ceased to exist the Contractor will perform at no increased cost, unless the Department determines, in its sole discretion, that the delay will significantly impair the value of the Contract to the State of Florida or to Customers, in which case the Department may (1) accept allocated performance or deliveries from the Contractor, provided that the Contractor grants preferential treatment to Customers and the Department with respect to commodities or contractual services subjected to allocation, or (2) purchase from other sources (without recourse to and by the Contractor for the related costs and expenses) to replace all or part of the commodity or contractual services that are the subject of the delay, which purchases may be deducted from the Contract quantity, or (3) terminate the Contract in whole or in part. SECTION 12. CONTRACT AUDITS. 12.1 Performance or Compliance Audits. The Department may conduct or have conducted performance and/or compliance audits of the Contractor and subcontractors as determined by the Department. The Department may conduct an audit and review all the Contractor's and subcontractors' data and records that directly relate to the Contract. To the extent necessary to verify the Contractor's fees and claims for payment under the Contract, the Contractor's agreements or contracts with subcontractors, partners, or agents of the Contractor, pertaining to the Contract, may be inspected by the Department upon fifteen (15) calendar days' notice, during normal working hours and in accordance with the Contractor's facility access procedures where facility access is required. Release statements from its subcontractors, partners, or agents are not required for the Department or its designee to conduct compliance and performance audits on any of the Contractor's contracts relating to this Contract. The Inspector General, in accordance with section 5.6, the State of Florida's Chief Financial Officer, the Office of the Auditor General also have authority to perform audits and inspections. SP approved version 7-1-2019 15 177 DocuSign Envelope ID: 19E10D82-A1FD-455D-A79D-BE445876F270 12.2 Payment Audit. Records of costs incurred under terms of the Contract will be maintained in accordance with section 8.3 of these Special Contract Conditions. Records of costs incurred will include the Contractor's general accounting records, together with supporting documents and records of the Contractor and all subcontractors performing work, and all other records of the Contractor and subcontractors considered necessary by the Department, the State of Florida's Chief Financial Officer, or the Office of the Auditor General. SECTION 13. BACKGROUND SCREENING AND SECURITY. 13.1 Background Check. The Department or Customer may require the Contractor to conduct background checks of its employees, agents, representatives, and subcontractors as directed by the Department or Customer. The cost of the background checks will be borne by the Contractor. The Department or Customer may require the Contractor to exclude the Contractor's employees, agents, representatives, or subcontractors based on the background check results. In addition, the Contractor must ensure that all persons have a responsibility to self -report to the Contractor within three (3) calendar days any arrest for any disqualifying offense. The Contractor must notify the Contract Manager within twenty-four (24) hours of all details concerning any reported arrest. Upon the request of the Department or Customer, the Contractor will re -screen any of its employees, agents, representatives, and subcontractors during the term of the Contract. 13.2 E-Verify. The Contractor must use the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired during the term of the Contract for the services specified in the Contract. The Contractor must also include a requirement in subcontracts that the subcontractor must utilize the E-Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the Contract term. In order to implement this provision, the Contractor must provide a copy of its DHS Memorandum of Understanding (MOU) to the Contract Manager within five (5) calendar days of Contract execution. If the Contractor is not enrolled in DHS E- Verify System, it will do so within five (5) calendar days of notice of Contract award and provide the Contract Manager a copy of its MOU within five (5) calendar days of Contract execution. The link to E-Verify is https://www.uscis.gov/e-verify. Upon each Contractor or subcontractor new hire, the Contractor must provide a statement within five (5) calendar days to the Contract Manager identifying the new hire with its E-Verify case number. 13.3 Disqualifying Offenses. If at any time it is determined that a person has been found guilty of a misdemeanor or felony offense as a result of a trial or has entered a plea of guilty or nolo contendere, regardless of whether adjudication was withheld, within the last six (6) years from the date of the court's determination for the crimes listed below, or their equivalent in any jurisdiction, the Contractor is required to immediately remove that person from any position with access to State of Florida data or directly performing services under the Contract. The disqualifying offenses are as follows: (a) Computer related crimes; (b) Information technology crimes; SP approved version 7-1-2019 16 178 DocuSign Envelope ID: 19E10D82-A1FD-455D-A79D-BE445876F270 (c) Fraudulent practices; (d) False pretenses; (e) Frauds; (f) Credit card crimes; (g) Forgery; (h) Counterfeiting; (i) Violations involving checks or drafts; Q) Misuse of medical or personnel records; and (k) Felony theft. 13.4 Confidentiality. The Contractor must maintain confidentiality of all confidential data, files, and records related to the commodities or contractual services provided pursuant to the Contract and must comply with all state and federal laws, including, but not limited to sections 381.004, 384.29, 392.65, and 456.057, F.S. The Contractor's confidentiality procedures must be consistent with the most recent version of the Department security policies, protocols, and procedures. The Contractor must also comply with any applicable professional standards with respect to confidentiality of information. SECTION 14. WARRANTY OF CONTRACTOR'S ABILITY TO PERFORM. The Contractor warrants that, to the best of its knowledge, there is no pending or threatened action, proceeding, or investigation, or any other legal or financial condition, that would in any way prohibit, restrain, or diminish the Contractor's ability to satisfy its Contract obligations. The Contractor warrants that neither it nor any affiliate is currently on the Suspended Vendor List, Convicted Vendor List, or the Discriminatory Vendor List, or on any similar list maintained by any other state or the federal government. The Contractor shall immediately notify the Department in writing if its ability to perform is compromised in any manner during the term of the Contract. SP approved version 7-1-2019 17 179 CITY OF SEBASTIAN OF 5EBg4 *00*0 O 2i Q �v �FPELIr N EXECUTIVE SUMMARY CITY COUNCIL STAFF REPORT DATE June 25, 2025 TO Honorable Mayor and City Council THRU Brian Benton, City Manager FROM Jeffrey Sabo, Airport Manager Consideration of Lease Amendment Nine for Whelen SUBJECT Aerospace Technologies, to remove two Office Spaces in the Airport Terminal Building Staff requests consideration of a Lease Amendment to remove two Office Spaces from the lease of tenant Whelen Aerospace Technologies at Sebastian Municipal Airport. RECOMMENDATION Whelen Aerospace Technologies, a Sebastian Municipal Airport tenant in good standing has been operating an Aircraft Lighting division, occupying multiple office spaces at the Airport Terminal Building since 2008. Under request of the Airport Manager, they have agreed to relinquish two spaces in the Terminal Building that were added in Amendment Five to the Original Lease of 2008. These two areas are a single office space on the east side of the building lobby, and a larger open area located in the Emergency Management Conference room. These changes will allow the airport to accommodate a new aviation business tenant, and allow the City of Sebastian to re-establish the Emergency Operations Center capability in a hardened portion of the building originally designed for such use. ATTACHMENTS: 1. Whelen Aerospace Technologies Lease Amendment Nine 2. Whelen Aerospace Technologies Lease Amendment Five 3. Original Whelen/LoPresti Office Lease FUNDING SOURCE: Expenditure required Amount Budgeted: Funding source $0 $0 N/A Additional Funds Needed: $ 0.00 180 NINTH AMENDMENT TO WHELEN AEROSPACE TECHNOLOGIES AIRPORT TERMINAL LEASE OF APRIL 2, 2008 THIS NINTH AMENDMENT TO AIRPORT LEASE AGREEMENT of April 2, 2008 (hereinafter "Lease") by and between the CITY OF SEBASTIAN a municipal corporation of the State of Florida located at 1225 Main Street, Sebastian FL 32958 (hereinafter "Landlord") and WHELEN AEROSPACE TECHNOLOGIES, located at 402 Airport Drive East, a corporation of the State of Florida doing business at Sebastian Municipal Airport (hereinafter "Tenant"), is hereby amended as follows: WITNESSETH WHEREAS, Landlord is the owner of certain real property located in Indian River County, Florida; and WHEREAS, the certain property is being used for the operation of the Sebastian Municipal Airport (hereinafter referred to as the "Airport"); and WHEREAS, the Landlord agreed to lease such property under the terms of the Lease to Tenant; and WHEREAS, the Landlord wishes to modify sections of the Lease as outlined herein; and WHEREAS, the Landlord and Tenant are mutually agreeable to said modifications. NOW, THEREFORE, in consideration of the mutual covenants hereinafter provided, the receipt and sufficiency of which are hereby acknowledged, the Parties have agreed as follows: A. AMENDMENT ONE: Section 2 of the Lease is hereby amended to read as follows: 2, LEASED PREMISES The Leased Premises shall not include the following offices as identified in Amendment #5 of the Master Lease, Schedule "C", and are hereby excluded: • A single office on the east side of the lobby (shown as "Central Mail Room; Copy/Fax on the blueprints) of approximately 166 SF • A I5'x 22' open area located in the Emergency Management Conference room (with a reference #510 shown on the blueprints) of 330 SF B. AMENDMENT TWO: Section 4 of Amendment #5 of the Lease is hereby amended to read as follows: Page 1 of 3 181 4. RENT The existing rent for Schedule "C" of $1,372.92 will be reduced by the removal of 496 SF of space, at the current rate of $12.20 SF/year, for a total monthly reduction of $504.27 from the Schedule "C" portion of the invoiced rent. The corresponding cost share of utilities will also be reduced from 56% to 49% C. BINDING TERMS: Except as hereby amended, the Original Lease and all prior amendments of equal dignity herewith shall remain in full effect and binding on the CITY and WHELEN. All other provisions, terms, conditions, covenants and restrictions of the original lease, dated April 2, 2008, and its eight amendments, not in conflict with this amendment shall remain in full force and effect. IN WITNESS WHEREOF, the Parties hereto have set their hands and seal on the dates below. CITY OF SEBASTIAN, FLORIDA Bob McPartlan, Mayor Date: ATTEST: Jeanette Williams, City Clerk Approved as to form & legality: Jennifer Cockcroft, Esq., BCS* City Attorney *Board Certified Specialist, City Council Local Government Law Page 2 of 3 182 WHELEN AEROSPACE TECHNOLOGIES _4/'4� &4, TyIVWheeler•, CEO Date: 4 STATE OT:14;0R40A Al"\e c , COUNTY OF k SWORN AND SUBSCRIBED before mein person v"'or via electronic means —;this day of 2025 by: TYLER WHEELEI AS THE CEO OF WHELEN AEROSPACE TECHNOLOGIES, who produced' � v l + • , e_ as identification or is personally known to me and who did ,/or did not take an oath. 7 NOTARY PUzcIC' STATE OF%DA My Commission expires on: ANDREA J. DWESUS NOTARY PUBLIC My Commission Expires Apr, 30, 2028 Page 3 of 3 183 AMENDMENT #5 TO LOPRESTI AVIATION LEASE Dated April 2, 2008 1. Section 2. LEASED PREMESIS is changed by adding the following: 2. LEASED PREMESIS • Schedule "A": the west wing of the Airport Terminal Building (as currently occupied) and measuring approximately 1,741 SF of conditioned floor space. • Schedule "B": A 15,000SF multipurpose shop/warehouse/hangar going by the name of "Hangar `A"'. • Schedule "C": Approximately 1,350 SF of additional conditioned (unfurnished) office space comprised of: o A single office on the east side of the lobby (shown as "Central Mail Room; Copy/Fax on the blueprints) o A double office in the south wing (shown as "Intern Development Studio and Plotter/Printer Room), and o A 15x22 open area located in the Emergency Management Conference room (with a reference # 510 shown on the blueprints) o Library (Room 108) 2. Section 4. RENT is changed by adding the following: 4. RENT • Existing rent unchanged; however adding $12,573.60/annum; or $3,143.40/quarter for the additional spaces outlined in Schedule "C". 3. Section 5. IMPROVEMENTS TO THE PREMISES is changed by adding the following: 5. IMPROVEMENTS TO THE PREMISES • Tenant shall provide telephone and internet hook ups and services, as needed. 4. Section 8. UTILITIES is changed by adding the following: 8. UTILITIES • TENANT'S share of utilities shall be increased from 19.1 % to 40.0% due to the increase in leased floor space. 184 ALL OTHER TERMS AND CONDITIONS OF THE APRIL 2, 2008 LEASE REMAINS IN FORCE. PARTIES ARE STRIVING TO HAVE THE ADDITIONAL OFFICE SPACE AVAILABLE ON OR BEFORE OCTOBER 1, 2018. IN WITNESS WHEREOF, the parties hereto have set their hands and seal this I"2 day of September, 2018. City of Sebastian A Municipal Corporation 1-7 By ,aul Carlisle, City Manager Attest ette Williams, MMC City Clerk (Seal) LoPresti Aviation i ByAL 0 ; yi�r w�►�c� Cho As approved as to Form and Legality for Reliance by the City of Sebastian only (: � , 0, 70�� Jar Stokes. City Attorney 185 Schedule "C" LEASE AMMENDMENT BETWEEN THE CITY OF SEBASTIAN AND LoPRESTI AVIATION CONCERNING THE LEASE OF ADDITIONAL OFFICE SPACE IN THE AIRPORT TERMINAL BUILDING AT 202 AIRPORT DRIVE E., SEBASTIAN, FL • Schedule "C" includes approximately 1,350 SF of additional conditioned (unfurnished) office space comprised of: A single office on the east side of the lobby (shown as "Central Mail Room; Copy/Fax on the blueprints) A double office in the south wing (shown as "Intern Development Studio and Plotter/Printer Room), and A 15x22 open area located in the Emergency Management Conference room (with a reference # 510 shown on the blueprints) Library (Room 108) • The lease rate on these spaces is calculated at $9.30/SF per annum. • Premises are leased "unfurnished",however Tenant may use furnishings not required by Airport Administration. • Tenant agrees to temporarily vacate the EOC room during disaster emergencies should the City so request. 186 SEBASTIAN MUNICIPAL AIRPORT 202 AIRPORT DRIVE EAST — SEBASTIAN, FL 32958 PHONE 772-228-7001 — FAX 772-228-7078 i ariffinncitvofsebastian.or�Y MEMORANDUM OF UNDERSTANDING This MOU is presented jointly between the City of Sebastian and LoPresti Aviation for the purpose of clarification of the agreement between the parties as it relates to construction of Hanger `A' at the Sebastian Municipal Airport. WHEREAS: 1. On April 2, 2008, the City Of Sebastian and LoPresti Aviation entered into a lease agreement. 2. The City Of Sebastian is constructing a Hanger/Shops building at the Sebastian Municipal Airport for the purpose of leasing said structure to LoPresti Aviation in accordance with said agreement. 3. Ahrens Company of Lake Park, Florida is the design/build contractor for the construction of the above referenced hanger. 4. It is the desire of LoPresti Aviation to create, and build, certain "green" items into said hanger. 5. It is acknowledged that addition of certain "green" items has the potential of adding value to the building. 6. It is further acknowledged that the City Of Sebastian, as owner of the building, may be eligible for certain grants because of the "greening" of the building. THEREFORE, BE IT RESOLVED THAT: 1. LoPresti Aviation and the City Of Sebastian agree that any "green" items added to the aforementioned structure will be added at the sole expense of LoPresti Aviation. 2. The parties agree that any of the LoPresti "green" additions will become fixtures to the building and shall remain the property of the City Of Sebastian. 3. The parties agree that any/all grant monies returned to the City Of Sebastian as a result of the LoPresti effort/expense to `Green" the structure will be returned to LoPresti Aviation in lease credits. City Manager ,astian Curt LoPresti, CEO LoPresti Aviation 188 LEASE AGREEMENT between the City Of Sebastian and LoPresti Aviation `E:19.1 AIRPORT LEASE THIS LEASE, made and entered into this 2"d day of April, 2008, by and between the CITY OF SEBASTIAN, a municipal corporation existing under the laws of the State of Florida, (hereinafter referred to as the "Landlord"), and LoPresti Speed Merchants, Inc. (hereinafter referred to as "Tenant" or LoPresti). The Landlord and the Tenant are sometimes collectively referred to herein as the "parties". This document contains seventeen (17) pages, plus Schedule Pages "A" and `B." WITNESSETH: WHEREAS, the Landlord is the owner of certain property located in the County of Indian River County, Florida; and WHEREAS, the certain property is being used for the operation of the Sebastian Municipal Airport (hereinafter referred to as the "Airport"); and WHEREAS, the Landlord has agreed to lease such property to the Tenant subject to certain terms and conditions consistent with or in support of the current aviation use of such property; and WHEREAS, the Tenant desires to lease the said property from the Landlord, and to that end and in consideration of the premises, and the covenants, terms and conditions to be performed as set forth hereinafter; and NOW, THEREFORE, in consideration of the mutual covenants hereinafter provided, the receipt and sufficiency of which are hereby acknowledged, the parties have agreed as follows: 1. RECITALS. The stated recitals are hereby incorporated by reference in this Lease Agreement. 2. LEASED PREMISES. Subject to the terms and conditions set forth hereinafter, and in accordance with the Principal Guiding Documents for Sebastian Municipal Airport, the Landlord hereby leases to the Tenant and the Tenant hereby rents from the Landlord that portion of the real property of the Landlord which is described more particularly on Schedule "A" affixed hereto and made a part hereof by reference (hereafter referred to as the "leased premises A"), also included is that portion of real property of the Landlord which is described more particularly on Schedule "B" affixed `PoR hereto and made a part hereof by reference (hereafter referred to as the "leased premises B"). In the event that any portion of the Leased Premises, A or B, is needed for actual improvements to the Airport, any portion thereof rendered unusable to Tenant shall be released from this lease and the rental payments adjusted accordingly. Pending approval of the underlying lease by the City Council of the City Of Sebastian, it is understood that Tenant shall have access to the leased premises `A' on December 1, 2008 for the purposes of configuration and `move -in' functions. It is anticipated that Tenant shall have access to leased premises `B' on January 1, 2009. It is understood that Tenant's start date for rent payments on the leased premises is January 1, 2009. Tenant agrees to `hold harmless' the City Of Sebastian for any/all claims, liability, and damages resulting from activities by Tenant during move -in. 3. TERM OF LEASE. The term of this Lease shall be for a period of fifteen (15) years commencing January 1, 2009, and will end on the fifteenth (15th) anniversary of such date. The Tenant shall have the option to extend the lease for a period of five (5) years with agreement by the City Of Sebastian. Notice of intent to exercise said option by Tenant must be received by Landlord no later than six (6) months prior to the expiration of the underlying lease. 4. RENT. The parties agree that the rent, payable by the Tenant, during the term of this Lease shall be as follows: (a) Base rent for the leased premises shall be forty-four thousand four hundred dollars ($44,400.00). The parties recognize that the purchasing power of the United States dollar is evidenced by the United States Department of Labor, Bureau of Labor Statistics, Index of Consumer Prices. In January 2010, the Landlord will compare the most recent price index with the base price index for 2009, and the yearly rent amount shall be increased proportionally based upon changes in the price index, if appropriate, on February 1, 2010. Another such adjustment shall be undertaken for February 1, 2011, and every year thereafter until the expiration date of the lease, including the option period if applicable. (b) Time of the essence. The Tenant agrees promptly to perform, comply with and abide by this Lease, and agrees that timely payment is of the very nature and essence hereof. In the event that any rental payment due hereunder shall not be 2 191 paid within five days of when due, Tenant shall pay Landlord a late payment fee of 5% of the amount of such late Rental Payment. This charge shall be considered additional rent and not interest. (c) Default in rent. If any of said sums of money herein required to be paid by the Tenant to the Landlord shall remain unpaid ten (10) days after written demand by Landlord, then the Landlord shall have the options and privileges as follows: (1) Total acceleration. To accelerate the maturity of the rent installments for the balance of the term. This option shall be exercised by an instrument in writing signed by the Landlord, or its agents, and transmitted to the Tenant notifying him of the intention of the Landlord to declare all unmatured rent installments presently due and payable. (2) Partial acceleration. In lieu of the option in sub -paragraph (1) above, the Landlord may, in like manner, declare as presently due and payable the unpaid rent installments for such a period of years as may be fixed in the Landlord's said notice to the Tenant. The exercise of this option shall not be construed as a splitting of a cause of action, nor shall it alter or affect the obligations of the Tenant to pay rent under the terms of this Lease for the period unaffected by said notice. (3) Other remedies. In addition to the options granted above, the Landlord may exercise any and all other options available to it hereunder or under law, which options may be exercised concurrently or separately with the exercise of the above options. (d) Default in provisions. If the Tenant shall default in the performance of any other term of this Lease (except the payment of rent), the Landlord, or its agent or employee, shall send to the Tenant a written notice of default, specifying the nature of the default, and the Tenant shall, within thirty (30) days after the date of said 3 192 notice, cure and remedy said default, whereupon this Lease shall continue as before. If the Tenant shall fail to cure and remedy such default within said time, the Landlord shall have the right to declare, by written notice to the Tenant, that the Lease is in default, and to use all remedies available to the Landlord hereunder or under law, including, but not limited to, those remedies, procedures and rights specified in the other paragraphs of this Lease. (e) In addition to the rental amount, the Tenant shall pay Florida sales tax, if applicable. (f) The above rental for the leased premises shall be payable in advance, in quarterly installments, commencing on January 1, 2009. Rental payments for leased premises as described in Section 3 (above), Schedule "A," and Schedule "B" will then be due on a like day of every quarter thereafter during the term of this Lease. 5. IMPROVEMENTS TO THE PREMISES. The Landlord acknowledges that the Tenant is leasing the premises for the primary purpose of the operation of Tenant's manufacturing business. In order to utilize the leased premises for this purpose, it may be necessary to use improvements previously constructed upon the leased premises. Tenant acknowledges that these improvements are owned by Landlord. (a) The Tenant shall have the right to use the leased premises for any lawful purpose described in Section 6 hereof, and shall have the right to construct improvements upon the leased premises, provided any such improvements do not in any way curtail the use of the airport facilities in their usual operations and provided further that any such improvements are approved, in writing, by the Sebastian City Council prior to commencement of any construction. The Tenant covenants and agrees that all such construction shall be in accordance with the local and state codes, regulations and requirements as well as in accordance with all requirements of the Federal Aviation Administration (FAA) and the Florida Department of Transportation (FDOT). (b) The Tenant shall indemnify, defend and hold the Landlord harmless from any claims, losses, damages or liens arising out of the construction of any such improvements. 11 `"3 (c) All improvements and fixtures of every kind now or hereafter erected or placed on the leased premises shall, at the end of the term or earlier termination of this Lease, for any reason, be and become the property of the Landlord and shall be left in good condition and repair, ordinary wear and damage by the elements excepted. In order to confirm sole ownership in the Landlord, the Tenant shall, at Landlord's request, execute any and all documents of transfer which Landlord deems necessary to perfect title to said improvements. The Tenant agrees that all improvements shall, upon the termination of this Lease for any reason, be free and clear of all encumbrances, liens, and title defects of any kind. A fixture shall be defined as an article which was a chattel, but which, by being physically annexed or affixed to the realty by the Tenant and incapable of being removed without structural or functional damage to the realty, becomes a part and parcel of it. Non -fixture personalty owned by the Tenant at the expiration of the term or earlier termination of this Lease, for any reason, shall continue to be owned by Tenant and, at its option, may remove all such personalty, provided the Tenant is not then in default of any covenant or condition of this Lease, otherwise all such property shall remain on the leased premises until the damages suffered by the Landlord from any such default have been ascertained and compensated. Any damage to the leased premises caused by the removal by Tenant of any such personalty shall be repaired by Tenant forthwith at Tenant's expense. 6. USE OF LEASED PREMISES. The Tenant agrees that no use of the leased premises will be conducted in such a manner as to constitute a nuisance or a hazard and that, in connection with the use of the leased premises, the Tenant will observe and comply with all applicable laws, ordinances, orders and regulations prescribed by lawful authorities having jurisdiction over the leased premises. Tenant will abide by the Principal Guiding Documents for Sebastian Municipal Airport. Tenant agrees that the leased premises shall be used by the Tenant for the purpose of the operation of a manufacturing business. No other use may be conducted by the Tenant without the express written consent of the Landlord. Such consent may be withheld by the Landlord for any reason. All aeronautical businesses and activities must be certified 5 194 and licensed by appropriate agencies, including the FAA, in the appropriate categories of their specific operation. 7. REPAIRS AND ALTERATIONS. The Landlord shall not be obligated to maintain or repair the leased premises or any improvements located thereon or any part thereof during the lease term or any renewal thereof. The Tenant agrees, at its sole cost and expense, to maintain all of the leased premises. The Tenant shall keep the leased premises in a good state of maintenance and repair and keep the leased premises in a clean and orderly condition in accordance with local ordinances, including but not limited to, the Sebastian Land Development Code and all other community standards ordinances. It is an express condition of this Lease that the leased premises are kept in an attractive manner at all times. Upon obtaining the prior written consent of the Landlord, which consent may be withheld for any reason, the Tenant, at its sole cost and expense, may erect such additional improvements on the leased premises as it deems appropriate and may make such alterations or major renovations to the existing improvements as it deems appropriate, provided, however, that such alterations or renovations shall not disturb the structural integrity of such existing improvements, and provided that the alterations or renovations shall comply with all applicable governmental regulations. The Tenant shall indemnify, defend and hold the Landlord harmless from any claims, losses, damages or liens arising out of or in any way connected with such additions or renovations. 8. UTILITIES. The Tenant shall be responsible for all costs of electricity, lights, water, sewer, heat, phone, internet, or any other utility or service consumed in connection with the leased premises. Relating to leased premises `A', utility charges shall be assessed to Tenant by Landlord on a prorated basis according to the Tenant square foot usage. Relating to leased premises `B', utility charges shall be charged by the appropriate agency to Tenant by separate meter. The Landlord shall have no liability for the failure to procure, or the interruption of, any such services or utilities. 9. SIGNS. The Tenant shall have the right to erect and maintain such sign or signs on the premises as may be permitted by applicable law; provided, however, the Landlord must approve any such signs in writing prior to erection. The Landlord may impose any reasonable restrictions as, in the sole discretion of the Landlord, are deemed necessary. m 195 • 0 10. TAXES. The Tenant shall pay during the Lease term all ad valorem taxes, assessments or any other governmental charge levied or assessed against the leased premises (including the Tenant's leasehold by the appropriate governmental authorities), together with all ad valorem taxes assessment or other governmental charge levied against any stock of merchandise, furniture, furnishings, equipment and other property located in, or upon the leased premises. All shall be paid by the Tenant on a timely basis and receipts therefore shall be provided to the Landlord upon request. 11. LIABILITY INSURANCE. The Tenant shall provide and keep in force, at its own expense, during the term of this Lease, comprehensive public liability insurance coverage with respect to the leased premises and operations thereupon. The insurance coverage to be maintained by the Tenant shall contain limits of. - (a) Bodily Injury and Property Damage - $1,000,000 Combined Single Limits (b) Products and Completed Operations Liability (if applicable) — $1,000,000 Combined Single Limit. (c) Aircraft Liability — $1,000,000 Bodily Injury and Property Damage Combined Single Limit. (d) Insurance in the full replacement value of all Personal Property, Equipment, and Trade Fixtures on the Leased Premises. (e) Ground and Hangar Keeper's Liability — adequate coverage for any single aircraft in storage or care and a limit covering the total value of those aircraft but not less than $100,000 for damage to any one (1) aircraft and $500,000 per each occurrence. (f) Chemical Liability Insurance (if applicable) — minimum of $400,000 Combined Single Limit. (g) For aircraft Fueling Operations — a Comprehensive Aircraft Liability policy indicating that the coverage includes owner's fueling/defueling operations with fueling equipment owned and/or operated by the Tenant. The minimum shall be $1,000,000 Combined Single Limit for Bodily Injury and Property Damage. (h) Automobile Liability Insurance: (1) Each service provider operating one or more motor vehicles on the City's premises in the performance of their work shall purchase and maintain Automobile Liability Insurance with policy limits of not less than $300,000 Combined Single Limit. (2) Service Providers having unescorted access to the AOA at the Sebastian Municipal Airport shall purchase and maintain Automobile Liability Insurance with policy limits of not less than $1,000,000 Combined Single Limit. (i) Builder's Risk — during any construction on a leased site, the service provider shall furnish Builder's Risk Insurance insuring the contract price, with the City listed as the named insured. Any deductibles under the builder's risk policy shall be the responsibility of the service provider. 7 196 Ll r� L 0) Workers' Compensation Insurance: as required by Florida Statutes. Tenant agrees that, should there be an expansion of the use or occupancy beyond the primary use set forth herein, Landlord may alter the minimum amounts stated in the preceding sentence during the term of this Lease by resolution of the City Of Sebastian City Council. Landlord will give written notice of any such change to Tenant, and such changes will take effect immediately. Any policy or policies of insurance required pursuant to this Lease shall be issued by one or more insurance companies authorized to engage in business in the State of Florida. The Tenant shall supply the Landlord with a certificate of such insurance with evidence of the payment of the premium thereon. All policies described in this Paragraph shall contain a clause preventing cancellation of any coverage before thirty (30) days written notice to the Landlord and shall name the Landlord as an additional insured. Upon the request of the Landlord, the Tenant shall provide copies of said policies to the Landlord. 12. PROPERTY, FIRE AND EXTENDED COVERAGE INSURANCE. The Tenant shall, at its sole cost and expense, procure and keep in effect such standard policies of property casualty, fire and extended coverage insurance as the Landlord deems necessary and appropriate. Upon request, the Tenant shall provide to the Landlord a certificate of such insurance with evidence of the payment of the premium therefore. The Landlord shall have no obligation to keep the leased premises contents insured nor shall the Landlord have any obligation to insure any personal property used in connection with the leased premises. Any policy or policies of insurance required pursuant to this Lease shall be issued by one or more insurance companies authorized to engage in business in the State of Florida. All policies described in this Paragraph shall contain a clause preventing cancellation of any coverage before thirty (30) days written notice to the Landlord and shall name the Landlord as an additional insured. Upon the request of the Landlord, the Tenant shall provide copies of said policies to the Landlord. In the event that the Tenant's use and occupancy of the premises causes any increase in the premium for any property casualty or fire insurance maintained by Landlord on the Leased Premises or any portion thereof, Tenant shall reimburse Landlord for the amount of said increase within thirty days of notice of the same. 8 197 13. DAMAGE OR DESTRUCTION OF IMPROVEMENTS BY FIRE OR OTHER CASUALTY. In the event the leased premises are destroyed or damaged by fire or other casualty, the Tenant, at its option, agrees that it will cause said premises and/or other improvements to be replaced or said damage to be repaired as rapidly as practicable. The Landlord may abate the Tenant's rent for the period of time more than 80% of the principal building, if any, is unusable. In the event the Tenant elects to repair and/or replace the leased premises, the Landlord shall have no claims against any insurance proceeds paid to the Tenant on account of such damage and/or destruction nor shall the Landlord have any responsibility or obligation to make any expenditures toward the repair and/or replacement of the building and other improvements on the leased premises. (a) If the Tenant, under its option, elects not to repair the leased premises, either party may choose to cancel the Lease; if either party elects to cancel the Lease, the Landlord shall be entitled to that portion of the insurance proceeds paid as a result of such damage and/or destruction to the building and other improvements on the leased premises, the Tenant shall be entitled to the remainder, if any, of the insurance proceeds. (b) In the event the Tenant, under its option, elects not to repair and/or replace the leased premises, the Tenant shall, at its sole expense, remove all remaining portions of the leased premises. 14. INDEMNIFICATION. The Tenant agrees hereby to defend, indemnify and save the Landlord harmless from any and all actions, demands, liabilities, claims, losses or litigation arising out of or connected with the Tenant's occupancy or use of the leased premises and the use of the leased premises by tenant's agents, employees, and invitees, including all attorney's fees incurred by the Landlord in defending any such claims. This Paragraph shall survive the termination or cancellation of the Lease. 15. ENVIRONMENTAL MATTERS. The Tenant hereby agrees to indemnify, defend and hold the Landlord harmless from and against any and all claims, lawsuits, losses, liabilities, damages, and expenses (including, without limitation, clean-up costs and reasonable attorney's fees) resulting directly or indirectly from, out of or by reason of any hazardous or toxic materials, substances, pollutants, contaminants, I 198 petroleum products, hydrocarbons or wastes being located on the property and being caused by the Tenant, sub -Tenants, agents, assigns, or users of leased premises or fuel farm. The presence of said substance or materials on the leased premises, or fuel farm, shall raise the presumption that Tenant is the cause of such presence. This Paragraph shall survive the termination, or cancellation, of the Lease. 16. PREVENTION OF USE OF THE PREMISES. If, after the effective date of this Lease, the Tenant is precluded or prevented from using the leased premises for those primary purposes identified in Section 6 of this Lease, by reason of any zoning law, ordinance or regulation of any authority having jurisdiction over the leased premises and such prohibition shall continue for a period in excess of ninety (90) consecutive days, the Landlord may allow the Tenant to terminate this Lease. The right to terminate this Lease must be granted by the Landlord, in writing, before the Tenant shall be released from its obligations under the terms of this Lease. 17. LANDING FEES. Landing or any other type of use of runway fees being charged by Tenant are specifically prohibited by this Agreement, so long as all other tenants of the property owned by the Landlord located at the Airport are prohibited from charging any such fees, as the use of the Airport is for the general public. Nothing in this Lease shall act to prohibit the Landlord from charging such fees as it deems necessary or desirous. 18. GOVERNMENT SEIZURE. In the event the United States Government, or any agency or subdivision thereof, at any time during the term of this Lease takes over the operation or use of the airfield and/or Airport which results in the Tenant being unable to operate under the terms of the Lease, then the Lease may be extended upon mutual agreement of the Tenant and the Landlord for an additional period equal to the time the Tenant has been deprived of the value of this Lease. If the duration of the seizure exceeds ninety (90) consecutive days, the Landlord, at the Landlord's sole discretion, may terminate this Lease. 19. EMINENT DOMAIN. If all or any part of the leased premises shall be taken under a power of eminent domain, the compensation or proceeds awarded for the taking of the leased premises shall belong to the Landlord. If the taking is to such an extent that it is impracticable for the Tenant to continue the operation of its business on 10 199 the leased premises, the Lease, at the option of the Landlord, may be terminated. Nothing herein shall prevent the Landlord and/or the Tenant from seeking any and all damages sustained from the condemning authority by reason of the exercise of the power of eminent domain. 20. DEFAULT BY TENANT. As used in this Lease, the term, "event of default", shall mean any of the following: (a) The failure of the Tenant to fulfill any duty or obligation imposed on the Tenant by the Lease; (b) The appointment of a receiver or the entry of an order declaring the Tenant bankrupt or the assignment by the Tenant for the benefit of creditors or the participation by the Tenant in any other insolvency proceeding; (c) The Tenant's failure to pay any consideration, to the Landlord, required by this Lease; (d) The taking of the leasehold interest of the Tenant hereunder pursuant to an execution on a judgment; (e) The Tenant's abandonment of any substantial portion of the leased premises. "Abandonment" shall be determined by the Landlord; (f) The Tenant or any guarantor of Tenant's obligations hereunder, filing a petition for bankruptcy or being adjudged bankrupt, insolvent, under any applicable federal or state bankruptcy or insolvency law, or admit that it cannot meet its financial obligations as they become due, or a receiver or trustee shall be appointed for all or substantially all of the assets of Tenant or any Tenant's obligations hereunder; (g) The Tenant or any guarantor of the Tenant's obligations hereunder shall make a transfer in fraud of creditors or shall make an assignment for the benefit of creditors; (h) The Tenant shall do or permit to be done any act which results in a lien being filed against the leased premises or the property which is not released of record within thirty (30) days of the date it is initially recorded in the Public Records of Indian River County. Each party covenants and agrees that it has no power to incur any indebtedness giving a right to a lien of any kind or character upon the right, title 11 200 • • and interest of the other party in and to the property covered by this Lease, and that no third person shall ever be entitled to any lien, directly or indirectly, derived through or under the other party, or its agents or servants, or on account of any act of omission of said other party. All persons contracting with the Tenant or furnishing materials or labor to said Tenant, or to its agents or servants, as well as all persons whomsoever, shall be bound by this provision of this Lease. Should any such lien be filed, the Tenant shall discharge the same by payment or by filing a bond, or otherwise, as permitted by law. The Tenant shall not be deemed to be the agent of the Landlord so as to confer upon a laborer bestowing labor upon the leased premises a mechanic's lien upon the Landlord's estate under the provisions of the Florida Statutes, or any subsequent revisions thereof; (i) The liquidation, termination, death or dissolution of the Tenant or all Guarantors of the Tenant's obligations hereunder; (j) The Tenant fails for more than one hundred twenty (120) consecutive days to continuously conduct and carry on in good faith the type of business for which the leased premises are leased; (k) The Tenant shall be in default of any other term, provision or covenant of this Lease, other than those specified in subparts a through j above. Upon the happening of any "event of default", the Landlord may, at its option, terminate this Lease and expel the Tenant therefrom without prejudice to any other remedy; provided, however, that before the exercise of such option for failure to pay rent or failure to perform any condition imposed herein upon the Tenant, the Landlord shall give written notice of such event of default to the Tenant, which thereafter shall have thirty (30) days from the date notice is sent by the Landlord within which to remedy or correct such default, unless such default is the failure to pay rent, in which case the Tenant shall have ten (10) days from the date notice is sent by the Landlord within which to remedy such default by paying all rent due. 21. IDENTITY OF INTEREST. The execution of this Lease or the performance of any act pursuant to the provisions hereof shall not be deemed or construed to have the effect of creating between the Landlord and the Tenant the 12 201 • • relationship of principal and agent or of a partnership or of a joint venture and the relationship between them shall be and remain only that of landlord and tenant. 22. NOTICES AND REPORTS. Any notice, report, statement, approval, consent, designation, demand or request to be given, and any option or election to be exercised by a party under the provisions of this Lease, shall be effective only when made in writing and delivered (or mailed by registered or certified mail with postage prepaid) to the other party at the address given below: Landlord: City of Sebastian Attn: City Manager 1225 Main Street Sebastian, FL 32958 Tenant: LoPresti Speed Merchants, Inc. 202 Airport Drive East Sebastian, FL 32958 Attn: Curtis LoPresti provided, however, that either party may designate a different representative or address from time to time by giving to the other party notice in writing of the change. Rental payments to the Landlord shall be made by the Tenant at an address to be furnished to the Tenant. 23. RIGHT TO INSPECT. The Landlord may enter the leased premises upon reasonable notice: (a) To inspect or protect the leased premises or any improvement to a property location thereon; (b) To determine whether the Tenant is complying with the applicable laws, orders or regulations of any lawful authority having jurisdiction over the leased premises or any business conducted therein; or (c) To exhibit the leased premises to any prospective purchaser or tenant during the final sixty (60) days of the lease term, or at any time after either party has notified the other that the Lease will be terminated for any reason. 13 202 No authorized entry by the Landlord shall constitute an eviction of the Tenant or a deprivation of its rights or alter the obligation of the Landlord or create any right in the Landlord adverse to the interest of the Tenant hereunder. 24. REMOVAL OF TRADE FIXTURES, SIGNS AND PERSONAL PROPERTY. At the expiration of the Lease, the Tenant agrees to immediately surrender possession of the premises and all facilities thereon. Tenant shall have the right to remove all personal property owned by the Tenant provided any damages in removal are repaired by the Tenant at Tenant's sole cost. Any personal property not removed within thirty (30) days shall be presumed abandoned. The cost of removing any such abandoned property that the City deems unusable shall be indemnified to Landlord by Tenant. 25. HEIGHT/HAZARD RESTRICTIONS. The Tenant expressly agrees for itself, its successors and assigns, to restrict the height of structures and other obstructions on the leased premises to such a height so as to comply with all Federal Aviation Regulations, State laws and local ordinances, rules and regulations now existing and hereinafter promulgated. The Tenant expressly agrees for itself, its successors and assigns, to prevent any use of the leased premises which would interfere with or adversely affect the operation or maintenance of the Airport or otherwise constitute an airport hazard. The Tenant covenants and acknowledges that the use of the leased premises as proposed by the Tenant does not interfere with or adversely affect the operation or maintenance of the Airport or otherwise constitute an Airport hazard. The Landlord reserves unto itself, its successors and assigns, for the use and benefit of the public, a right of flight for the passage of aircraft in the airspace above the surface of the leased premises, together with the right to cause in such airspace such noise as may be inherent in the operation of aircraft, now known or hereafter used, for navigation or flight in the airspace, and for use of said airspace for landing on, taking off from, or operating on the Airport. 26. NONDISCRIMINATION. The Tenant for itself, its personal representatives, successors in interest and assigns, as part of the consideration hereof, does hereby covenant and agree as a covenant running with the land that (i) no person on the grounds of religion, gender, marital status, race, color, age, or national origin shall be excluded from participation in, denied the benefits of, or be otherwise subject to 14 203 discrimination in the use of the Tenant's facilities; (ii) that in the construction of any improvements on, over or under the leased premises and the furnishing of services thereon, no person on the grounds of religion, gender, marital status, race, color, age, or national origin shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination; (iii) that the Tenant shall use the premises in compliance with all other requirements imposed by or pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in Federally Assisted Programs of the Department of Transportation - Effectuation of Title VI of the Civil Rights Act of 1964. In the event of the breach of any of the above non- discrimination covenants, the Landlord shall promptly notify the Tenant, in writing, of such breach and the Tenant shall immediately commence curative action. Such action by the Tenant shall be diligently pursued to its conclusion, and if the Tenant shall then fail to commence or diligently pursue action to cure said breach, the Landlord shall then have the right to terminate this Lease and to re-enter and repossess said land and improvements thereon. 27. ENTIRE AGREEMENT. This Lease contains all of the understandings by and between the parties hereto relative to the leasing of the premises herein described, and all prior agreements relative thereto have been merged herein or are voided by this instrument, which may be amended, modified, altered, changed, revoked or rescinded in whole or in part only by an instrument in writing signed by each of the parties hereto. 28. ASSIGNMENT AND SUBLETTING. The Tenant shall not assign this Lease or sublet the leased premises or any portion thereof, or otherwise transfer any right or interest hereunder without the prior written consent of the Landlord. If the Landlord consents, in writing, to the assignment, subletting or other transfer of any right or interest hereunder by the Tenant, such approval shall be limited to the particular instance specified in the written consent and the Tenant shall not be relieved of any duty, obligation or liability under the provisions of its Lease. 29. BINDING EFFECT. The terms and provisions of this Lease shall be binding on the parties hereto and their respective heirs, successors, assigns and personal representatives, and the terms of any Addendum attached hereto are incorporated herein. 15 204 11 is 30. APPLICABLE LAWNENUE. In the event of litigation arising out of this writing, venue shall be in Indian River County, Florida and the terms of this Lease shall be construed and enforced according to the laws of the State of Florida except to the extent provided by Federal law. THE PARTIES HEREBY WAIVE THE RIGHT OF TRIAL BY JURY OF ANY ISSUES SO TRIABLE. 31. ATTORNEYS FEES. In any action arising out of the enforcement of this writing, the prevailing party shall be entitled to an award of reasonable attorneys fees and costs, both at trial and all appellate levels, based upon the prevailing rates of private attorneys in Indian River County, Florida. 32. RECORDING. In no event shall the Lease or a copy thereof be recorded in the Public Records of Indian River County, Florida. 33. MISCELLANEOUS. The Landlord shall have the option, without waiving or impairing any of its rights hereunder, to pay any sum or perform any act required of the Tenant, and the amount of any such payment and the value of any such performance, together with interest thereon, shall be secured by this Lease, and shall be promptly due and payable to the Landlord. All delinquent payments to the Landlord shall bear interest at the rate of 18% per year from date the payments are due to the date of payment. Said interest shall be calculated on a daily basis and shall be due and payable when billed. In the event of the Tenant's breach of any of the provisions of this Lease, the Landlord shall thereupon have a lien upon all revenues, income, rents, earnings and profits from the leased premises as additional security to the Landlord for the Tenant's faithful performance of each of the terms and provisions hereof, and to secure payment of all sums owing to the Landlord hereunder. Such liens shall be superior in dignity to the rights of the Tenant and any of its creditors or assignees or any trustee or receiver appointed for the Tenant's property, or any other person claiming under the Tenant. Upon the Landlord's termination of the Tenant's rights under this Lease by reason of the Tenant's default, all such revenues, income, rents, earnings and profits derived or accruing from the leased premises from the date of such termination by the Landlord shall constitute the property of the Landlord, and the same is hereby declared to be a trust fund for the exclusive benefit of the Landlord and shall not constitute any asset of the 16 205 Tenant or any trustee or receiver appointed for the Tenant's property. The provisions of this paragraph shall be effective without the Landlord's re-entry upon the leased premises or repossession thereof, and without any judicial determination that the Tenant's interest under said lease has been terminated. The Tenant acknowledges that the Landlord is required by law to operate under an Airport Master Plan and the Tenant covenants that he will use the leased premises consistent with the Airport Master Plan. IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and year first above written. ATTEST: Sally Maio, C' y Clerk Approved as to Form and Legality for Reliance by the City of Sebastian only: K� I Rich Stringer, C ttorney LoPr By: _ Curtis LoPresti, President CITY QF SEVASTIAN A Muiicii)AWomoratio , City Manager Corporate Seal: 17 206 • • Schedule "A" Lease Agreement between the City Of Sebastian and LoPresti Speed Merchants, Inc. 1. Leased premises shall include a `wing' at the Sebastian Municipal Airport Administration Building currently known as the "Public Works Wing." This space is approximately 1700 square feet, more or less. 2. A 10' X 10' office adjoining the lobby area of the administration building is included. Total leased space is 1800 square feet. 2. Premises are furnished, as is. Prior to occupancy, the Landlord and Tenant will exchange an inventory of the furnishings that will include the condition of said furnishings. 3. Utility charges shall be prorated according to square foot usage. 4. Common Area Maintenance (CAM) shall be at no charge to the Tenant. 5. Lobby/reception area shall be considered a common/shared space with other building tenants. 6. Tenant shall have priority use of a locked Conference Room/Library adjacent to the lobby of the administration building with appropriate notice to the Landlord. 207 Schedule "B" Lease Agreement between the City Of Sebastian and LoPresti Speed Merchants, Inc. Concerning Hanger Operations 1. The City Of Sebastian shall lease to LoPresti Speed Merchants, Inc. a 15,000 square foot hanger located at the Sebastian Municipal Airport, adjacent to the Airport Administration Building. It is understood that the hanger facility shall be used in conjunction with the manufacturing operations of LoPresti Aviation interests. The City Of Sebastian retains ownership of the hanger facility throughout the term of the lease. 2. The lease rate shall be at a rate as describe in section 4 of the lease agreement. 3. It is understood that LoPresti will provide adequate insurance on all aspects relating to its manufacturing/hanger operations. In addition, LoPresti will provide adequate liability and property damage insurance coverage on the city -owned hanger facility. LoPresti Speed Merchants, Inc. will hold harmless the City Of Sebastian of any claim or liability relating to LoPresti's hanger operation. 208 CITY OF OFFICE OF TFIE CITE' ATTORNEY 1225 MAIN STREET SEBASTIAN, FLORIDA 32958 John E. Moore, III, Esq. 5070 Highway A 1 A Vero Beach, FL 32963 Re: LoPresti Airport Lease Dear John: TELEPHONE (772) 388-8201 FAX (772) 388-4420 March 28, 2008 I can appreciate the concerns you have raised as to certain terms within the Airport Lease between your client and the City. While there could indeed be draconian results from literal interpretations of some of this language, I believe the intent was actually quite innocuous. Paragraph 2, which refers to release of leased land needed for "actual improvements to the Airport", is related to infrastructure for the functional operations of the facility. Since your client is leasing finished space within structures, it is difficult to imagine a scenario where this will come into play. Along a similar line, the eminent domain provision of Paragraph. 19 has little practical effect. First of all, I am not certain that an agency can condemn itself out of its own contract without a "bad faith" claim and, since the LoPresti lease is already classified as an "aviation use", I believe it would require an actual infrastructure improvement related to operations to be considered a higher public necessity justifying the use of eminent domain. This provision would appear to only have effect if another agency tried to exercise eminent domain over airport property and since only the federal government would have this authority, they would act under the express authority of the reserved interest clause of their original deed to the City. In fact, the reserved right of the federal government to reclaim the airport is at the heart of Paragraph 18. Most public airports in the country were originally World War II facilities that were deeded over to local governments following the end of hostilities. Virtually all of them have a reverter that allows the federal government to seize the facility if needed in time of national emergency (which the feds had an inherent right to do anyway). 209 The provision that I understand to be of greatest concern, however, is Paragraph 16. It would appear that the City could rezone the property to a use incompatible with that of your client, and then cancel the lease. There are a number of subsumed factors that mitigate this harsh result. The provision is a standard clause of our leases that is tailored towards non -aviation uses. Otherwise, as discussed previously, this provision would seem to generally apply to the exercise of authority by another agency. Foremost, the FAA considers your client's operations to be an aviation use and, under the terms of our deed and the regulations of the FAA, the City would never be allowed to rezone/regulate the property in a way that would make it incompatible. In addition, in several instances, we have used the term `may' with regard to the City's potential ability to terminate the lease in those circumstances in which a fundamental failure of the lease agreement would exist, such as following condemnation. It is our view that the term `may' is permissive in that the use of the term confirms that City officials have, by virtue of Council approval of the form of lease, received approval to terminate the lease in the event of a fundamental failure. I hope this alleviates the concerns about these standard provisions. Since LoPresti is considered by the FAA to be an aviation use, it is largely an academic exercise. Let me know if there are any remaining issues in the execution of the agreement package. Respectfully, Rich Stringer City Attorney 210 CITY OF SEBASTIAN OF 5 E Bqs � �I c� �2 OP PELICP'1�1` EXECUTIVE SUMMARY CITY COUNCIL STAFF REPORT DATE June 25, 2025 TO Honorable Mayor and City Council THRU Brian Benton, City Manager FROM Jeffrey Sabo, Airport Manager Consideration of a New Office Space Lease for SUBJECT Aviation Checkride Specialists in the Airport Terminal Building Staff requests consideration of a new Lease for one Office Space to be leased by Aviation Checkride Specialists in the Terminal Building at Sebastian Municipal Airport. RECOMMENDATION Treasure Coast Seaplanes, dba Aviation Checkride Specialists, has requested office space in the Terminal Building at Sebastian Municipal Airport, from which to operate their pilot checkride and examiner services. This will be for a single office space on the east side of the building lobby. Our new aviation business tenant brings a much needed service to the Treasure Coast area, that provides testing, recurrency and checkride services for current and new pilots throughout our area of Florida and beyond. ATTACHMENTS: 1. Aviation Checkride Specialists Lease FUNDING SOURCE: Expenditure required Amount Budgeted: Funding source $0 $0 N/A Additional Funds Needed: $ 0.00 211 LEASE AGREEMENT Between the CITY OF SEBASTIAN and AVIATION CHECKRIDE SPECIALISTS 212 THIS LEASE, made and entered into this 25' day of June 2025, by and between the CITY OF SEBASTIAN, a municipal corporation existing under the laws of the State of Florida, (hereinafter referred to as the "Landlord"), and Treasure Coast Seaplanes, LLC, dba Aviation Checkride Specialists, (hereinafter referred to as "Tenant"). The Landlord and the Tenant are sometimes collectively referred to herein as the "parties/party." This document contains eleven (11) pages, plus Schedule "A". WITNESSETH WHEREAS, the Landlord is the owner of certain property located in the County of Indian River County, Florida; and WHEREAS, the certain property is being used for the operation of the Sebastian Municipal Airport (hereinafter referred to as the "Airport"); and WHEREAS, the Landlord has agreed to lease such property to the Tenant subject to certain terms and conditions consistent with or in support of the current aviation use of such property or as the Federal Aviation Administration, FAA, might allow; and WHEREAS, the Tenant desires to lease the said property from the Landlord, and to that end and in consideration of the premises, and the covenants, terms and conditions to be performed as set forth hereinafter; and NOW, THEREFORE, in consideration of the mutual covenants hereinafter provided, the receipt and sufficiency of which are hereby acknowledged, the parties have agreed as follows: 1. RECITALS. The stated recitals are hereby incorporated by reference in this Lease Agreement. LEASED PREMISES. Subject to the terms and conditions set forth hereinafter, and in accordance with the Principal Guiding Documents for Sebastian Municipal Airport, incorporated by reference, the Landlord hereby leases to the Tenant and the Tenant hereby rents from the Landlord that portion of the real property, with improvements, which is described more particularly on Schedule "A" affixed hereto and made a part hereof by reference (hereafter referred to as the "Leased Premises"). In the event that any portion of the Leased Premises is needed for actual improvements to the Airport, or any portion thereof rendered unusable to Tenant, Tenant shall be released from this lease and the rental payments adjusted accordingly. Pending approval of the underlying lease by the City Council of the City of Sebastian, and the FDOT, it is understood that Tenant shall have access to the leased premises on the effective date. Tenant agrees to `hold harmless' the City Of Sebastian for any/all claims, liability, and damages resulting from activities by Tenant during move -in. The parties understand that this agreement covers the lease of office space to be occupied by Tenant. Tenant agrees to `hold harmless' the Landlord for reasonable delays in construction that would delay Tenant occupancy of the leased premises. TERM OF LEASE. The term of this Lease shall be for a period of one (1) year commencing on June 1, 2025, and ending on the first anniversary of such date. The tenant shall have the option to extend the lease once for a period of one (1) year with agreement by the City Manager. The Landlord upon thirty (30) days' notice may terminate this agreement with or without cause in its "sole discretion". Notice of intent to exercise said option by Tenant must be received by Landlord no later than two (2) months prior to the expiration of the underlying lease. 213 4. RENUDEPOSIT. The parties agree that the rent, payable by the Tenant, during the term of this Lease shall be MONTHLY, as fo 11 o w s : (a) Airport Space. The Airport is providing a single office room located inside the Airport Terminal Building. Base rent shall be at the rate of $350.00 per month, plus applicable sales tax. Electric service is included with the rent. It is understood that the lease rate is contingent on approval by the Florida Department of Transportation (FDOT) and the Federal Aviation Administration (FAA) Tenant agrees to pay the first and last month's rent at the inception of tenancy with the Landlord. In addition, the parties recognize that the rent is subject to a flat 3% rate increase at the end of each renewal term. (b) A deposit in the amount of one month's rent shall be paid upon execution of this Lease to Landlord. (c) Time is of the essence. The Tenant agrees promptly to perform, comply with and abide by this Lease, and agrees that timely payment is of the very nature and essence hereof. In the event that any rental payment due hereunder shall not be paid within five days of when due, Tenant shall pay Landlord a late payment fee of 5% of the amount of such late Rental Payment. This charge shall be considered additional rent and not interest. (d) Default in rent. If any of said sums of money herein required to be paid by the Tenant to the Landlord shall remain unpaid ten (10) days after written demand by Landlord, then the Landlord shall have the options and privileges as follows: (1) Total acceleration. To accelerate the maturity of the rent installments for the balance of the term. This option shall be exercised by an instrument in writing signed by the Landlord, or its agents, and transmitted to the Tenant notifying him of the intention of the Landlord to declare all un-matured rent installments presently due and payable. (2) Partial acceleration. In lieu of the option in sub -paragraph (1) above, the Landlord may, in like manner, declare as presently due and payable the unpaid rent installments for such a period of years as may be fixed in the Landlord's said notice to the Tenant. The exercise of this option shall not be construed as a splitting of a cause of action, nor shall it alter or affect the obligations of the Tenant to pay rent under the terms of this Lease for the period unaffected by said notice. (3) Other remedies. In addition to the options granted above, the Landlord may exercise any and all other options available to it hereunder or under law, which options may be exercised concurrently or separately with the exercise of the above options. However, failure by the tenant to pay rent in a timely manner, as required by the terms of this Agreement, as a result of conditions beyond its control, such as but not limited to, war, strikes, pandemics, fires, floods, acts of God, governmental restrictions, power failures, or damage or destruction of any network facilities or, sewers, shall not be deemed a breach of this Agreement. (4) Force Majeure Event. Neither party shall be considered to be in default in the performance of its obligations under this Agreement, except obligations to make payments with respect to amounts already accrued, to the extent that performance of any such obligations is prevented or delayed by any cause, existing or future, which is beyond the reasonable control, and not a result of the fault or negligence of, the affected party (a "Force Majeure Event"). If a party is prevented or delayed in the performance of any such obligations by a Force Majeure Event, such party shall immediately provide notice to the other party of the circumstances preventing or delaying performance and the expected duration thereof. Such notice shall be confirmed in writing as soon as reasonably possible. The party so affected by a Force Majeure Event shall endeavor, to the extent reasonable, to remove the obstacles which prevent performance and shall resume performance of its obligations as soon as reasonably practicable. A Force Majeure Event shall include, but not be limited to, acts of civil or military authority (including courts or regulatory agencies), act of God (excluding normal or seasonal weather 214 conditions), war, riot, strikes, fires, floods, pandemic, or insurrection, inability to obtain required permits or licenses, hurricanes and severe floods (e) Default in provisions. If the Tenant shall default in the performance of any other term of this Lease (except the payment of rent), the Landlord, or its agent or employee, shall send to the Tenant a written notice of default, specifying the nature of the default, and the Tenant shall, within thirty (30) days after the date of said notice, cure and remedy said default, whereupon this Lease shall continue as before. If the Tenant shall fail to cure and remedy such default within said time, the Landlord shall have the right to declare, by written notice to the Tenant, that the Lease is in default, and to use all remedies available to the Landlord hereunder or under law, including, but not limited to, those remedies, procedures and rights specified in the other paragraphs of this Lease. (f) In addition to the rental amount, the Tenant shall pay Florida sales tax, if applicable (g) The above rental for the leased premises shall be payable in advance, in quarterly, or monthly, installments, commencing on February 1, 2024. Timely notice of Tenant's preference for payment schedule shall be conveyed to Landlord. 5. IMPROVEMENTS TO THE PREMISES. No permanent alterations shall be permitted to the leased premises. 6. USE OF LEASED PREMISES. The Tenant agrees that no use of the leased premises will be conducted in such a manner as to constitute a nuisance or a hazard and that, in connection with the use of the leased premises, the Tenant will observe and comply with all applicable laws, ordinances, orders and regulations prescribed by lawful authorities having jurisdiction over the leased premises. Tenant will abide by the Principal Guiding Documents for Sebastian Municipal Airport incorporated by reference, (see above). Tenant agrees that the leased premises shall be used by the Tenant for the purpose of aviation services consistent with those offered by Connection Air, LLC. No other use may be conducted by the Tenant without the express written consent of the Landlord. Such consent may be withheld by the Landlord for any reason. All businesses and activities must be certified and licensed by appropriate agencies, including the FAA, in the appropriate categories of their specific operation. 7. REPAIRS AND ALTERATIONS. The Landlord shall not be obligated to maintain or repair the leased premises or any improvements located thereon or any part thereof during the lease term or any renewal thereof. The Tenant agrees, at its sole cost and expense, to maintain all of the leased premises. The Tenant shall keep the leased premises in a good state of maintenance and repair and keep the leased premises in a clean and orderly condition in accordance with local ordinances, including but not limited to, the Sebastian Land Development Code and all other community standards ordinances. It is an express condition of this Lease that the leased premises are kept in an attractive manner at all times. 8. UTILITIES. Electricity, lights, water, sewer, heat, and air conditioning are included in the cost of the rent. The Tenant shall be responsible for all costs of phone, internet, or any other utility or service consumed in connection with the leased premises. 9. SIGNS. The Tenant shall have the right to erect and maintain a door sign not to exceed 16" x 10" in size, however, the Landlord must approve any such signs in writing prior to installation. The Landlord may impose any reasonable restrictions as, in the sole discretion of the Landlord, are deemed necessary. E 215 10. TAXES. The Tenant shall pay during the Lease term all ad valorem taxes (if applicable), assessments or any other governmental charge levied or assessed against the leased premises (including the Tenant's leasehold by the appropriate governmental authorities), together with all ad valorem taxes assessment or other governmental charge levied against any stock of merchandise, furniture, furnishings, equipment and other property located in, or upon the leased premises. All shall be paid by the Tenant on a timely basis and receipts therefore shall be provided to the Landlord upon request. 11. LIABILITY INSURANCE. The Tenant shall provide and keep in force, at its own expense, during the term of this Lease, comprehensive t)ublic liabilit% insurance coverage with respect to the leased premises and operations thereupon. The insurance coverage to be maintained by the Tenant shall contain limits of: (a) Bodily Injury and Property Damage - $1,000,000 Combined Single Limits. (b) Automobile Liability Insurance: Each service provider operating one or more motor vehicles on the City's premises in the performance of their work shall purchase and maintain Automobile Liability Insurance with policy limits of not less than $300,000 Combined Single Limit. Service Providers having unescorted access to the AOA at the Sebastian Municipal Airport shall purchase and maintain Automobile Liability Insurance with policy limits of not less than $1,000,000 Combined Single Limit. (c) Workers' Compensation Insurance: as required by Florida Statutes. Tenant agrees that, should there be an expansion of the use or occupancy beyond the primary use set forth herein, Landlord may alter the minimum amounts stated in the preceding sentence during the term of this Lease. Landlord will give written notice of any such change to Tenant, and such changes will take effect immediately. Any policy or policies of insurance required pursuant to this Lease shall be issued by one or more insurance companies authorized to engage in business in the State of Florida. The Tenant shall supply the Landlord with a certificate of such insurance with evidence of the payment of the premium thereon. All policies described in this Paragraph shall contain a clause preventing cancellation of any coverage before thirty (30) days written notice to the Landlord and shall naive the Landlord as an additional insured. Upon the request of the Landlord, the Tenant shall provide copies of said policies to the Landlord. If lessor decides to add additional improvements the Lessee has no cost for such improvement. 11. PROPERTY, FIRE AND EXTENDED COVERAGE INSURANCE. The City maintains insurance against loss from fire, wind, etc. The Landlord shall have no obligation to keep the leased premises contents insured nor shall the Landlord have any obligation to insure any personal property used in connection with the leased premises. Any policy or policies of insurance required pursuant to this Lease shall be issued by one or more insurance companies authorized to engage in business in the State of Florida. All policies described in this Paragraph shall contain a clause preventing cancellation of any coverage before thirty (30) days written notice to the Landlord and shall name the Landlord as an additional insured. Upon the request of the Landlord, the Tenant shall provide copies of said policies to the Landlord. In the event that the Tenant's use and occupancy of the premises causes any increase in the premium for any property casualty or fire insurance maintained by Landlord on the Leased Premises or any portion thereof, Tenant shall reimburse Landlord for the amount of said increase within thirty days of notice of the same. 12. DAMAGE OR DESTRUCTION OF IMPROVEMENTS BY FIRE OR OTHER CASUALTY. In the event the leased premises are destroyed or damaged by fire or other casualty, the Tenant, at its option, agrees that it will cause said premises and/or other improvements to be replaced or said damage to be repaired as rapidly as practicable. The Landlord may abate the Tenant's rent for the period of time more than 80% of the principal building, if any, is unusable. 216 In the event the Tenant elects to repair and/or replace the leased premises, the Landlord shall have no claims against any insurance proceeds paid to the Tenant on account of such damage and/or destruction nor shall the Landlord have any responsibility or obligation to make any expenditures toward the repair and/or replacement of the building and other improvements on the leased premises. (a) If the Tenant, under its option, elects not to repair the leased premises, either party may choose to cancel the Lease; if either party elects to cancel the Lease, the Landlord shall be entitled to that portion of the insurance proceeds paid as a result of such damage and/or destruction to the building and other improvements on the leased premises, the Tenant shall be entitled to the remainder, if any, of the insurance proceeds. (b) In the event the Tenant, under its option, elects not to repair and/or replace the leased premises, the Tenant shall, at its sole expense, remove all remaining portions of the leased premises. 13. INDEMNIFICATION. The TENANT shall indemnity and hold harmless the CITY, and its officers and employees, from all claims, demands, liabilities, damages, losses, and costs, including, but not limited to. reasonable attornevs' fees. to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the TENANT and other persons employed or utilized by the TENANT in the performance of the agreement; regardless of the negligence of the indemnitee or its officers, directors, agents, or employees. However, such indemnification shall not include claims of, or damages resulting from, gross negligence, or willful, wanton or intentional misconduct of the indemnitee or its officers, directors, agents or employees. Upon request of the CITY, the TENANT shall, at no cost or expense to the CITY, indemnify and hold the CITY harmless of any suit asserting a claim for any loss, damage or liability specified above, and TENANT shall pay any cost and reasonable attorneys' fees that may be incurred by the CITY in connection with any such claim or suit or in enforcing the indemnity granted above. Nothing in this agreement shall be construed as the CITY waiving its sovereign immunity pursuant to 768.28, et seq., Florida Statutes, or any other sovereign or governmental immunity. 14. ENVIRONMENTAL MATTERS. The Tenant hereby agrees to indemnify, defend and hold the Landlord harmless from and against any and all claims, lawsuits, losses, liabilities, damages, and expenses (including, without limitation, clean-up costs and reasonable attorney's fees) resulting directly, or indirectly, from out of, or by reason of, any hazardous or toxic materials, substances, pollutants, contaminants, petroleum products, hydrocarbons or wastes being located on the property and being caused by the Tenant, sub -Tenants, agents, assigns, guests, invitees, or users of leased premises or fuel farm. The presence of said substance or materials on the leased premises, or fuel farm, shall raise the presumption that Tenant is the cause of such presence. This Paragraph shall survive the termination, or cancellation, of the Lease. 15. PREVENTION OF USE OF THE PREMISES. If, after the effective date of this Lease, the Tenant is precluded or prevented from using the leased premises for those primary purposes identified in Section 5 of this Lease, by reason of any zoning law, ordinance or regulation of any authority having jurisdiction over the leased premises and such prohibition shall continue for a period in excess of ninety (90) consecutive days, the Landlord may allow the Tenant to terminate this Lease. The right to terminate this Lease must be granted by the Landlord, in writing, before the Tenant shall be released from its obligations under the terms of this Lease. 16. GOVERNMENT SEIZURE. In the event the United States Government, or any agency or 217 subdivision thereof, at any time during the term of this Lease takes over the operation or use of the airfield and/or Airport which results in the Tenant being unable to operate under the terms of the Lease, then the Lease may be extended upon mutual agreement of the Tenant and the Landlord for an additional period equal to the time the Tenant has been deprived of the value of this Lease. If the duration of the seizure exceeds ninety (90) consecutive days, the Landlord, at the Landlord's sole discretion, may terminate this Lease. 17. EMINENT DOMAIN. If all or any part of the leased premises shall be taken under a power of eminent domain, the compensation or proceeds awarded for the taking of the leased premises shall belong to the Landlord. If the taking is to such an extent that it is impracticable for the Tenant to continue the operation of its business on the leased premises, the Lease, at the option of the Landlord, may be terminated. Nothing herein shall prevent the Landlord and/or the Tenant from seeking any and all damages sustained from the condemning authority by reason of the exercise of the power of eminent domain. 18. DEFAULT BY TENANT. As used in this Lease, the term, "event of default", shall mean any of the following: (a) The failure of the Tenant to fulfill any duty or obligation imposed on the Tenant by the Lease; (b) The appointment of a receiver or the entry of an order declaring the Tenant bankrupt or the assignment by the Tenant for the benefit of creditors or the participation by the Tenant in any other insolvency proceeding; (c) The Tenant's failure to pay any consideration, to the Landlord, required by this Lease; (d) The taking of the leasehold interest of the Tenant hereunder pursuant to an execution on a judgment; (e) The Tenant's abandonment of any substantial portion of the leased premises. "Abandonment" shall be determined by the Landlord; (f) The Tenant or any guarantor of Tenant's obligations hereunder, filing a petition for bankruptcy or being adjudged bankrupt, insolvent, under any applicable federal or state bankruptcy or insolvency law, or admit that it cannot meet its financial obligations as they become due, or a receiver or trustee shall be appointed for all or substantially all of the assets of Tenant or any Tenant's obligations hereunder; (g) The Tenant or any guarantor of the Tenant's obligations hereunder shall make a transfer in fraud of creditors or shall make an assignment for the benefit of creditors; (h) The Tenant shall do or permit to be done any act which results in a lien being filed against the leased premises or the property which is not released of record within thirty (30) days of the date it is initially recorded in the Public Records of Indian River County, Florida. Each party covenants and agrees that it has no power to incur any indebtedness giving a right to a lien of any kind or character upon the right, title and interest of the other party in and to the property covered by this Lease, and that no third person shall ever be entitled to any lien, directly or indirectly, derived through or under the other party, or its agents or servants, or on account of any act of omission of said other party. All persons contracting with the Tenant or furnishing materials or labor to said Tenant, or to its agents or servants, as well as all persons whomsoever, shall be bound by this provision of this Lease. Should any such lien be filed, the Tenant shall discharge the same by payment or by filing a bond, or otherwise, as permitted by law. The Tenant shall not be deemed to be the agent of the Landlord so as to confer upon a laborer bestowing labor upon the leased premises a mechanic's lien upon the Landlord's estate under the provisions of the Florida Statutes, or any subsequent revisions thereof, (i) The liquidation, termination, death or dissolution of the Tenant or all Guarantors of the Tenant's obligations hereunder; (j) The Tenant fails for more than one hundred twenty (120) consecutive days to continuously conduct and carry on in good faith the type of business for which the leased premises are 218 leased; (k) The Tenant shall be in default of any other term, provision or covenant of this Lease, other than those specified in subparts (a) through (i) above. Upon the happening of any "event of default", the Landlord may, at its option, terminate this Lease and expel the Tenant there from to without prejudice any other remedy; provided, however, that before the exercise of such option for failure to pay rent or failure to perform any condition imposed herein upon the Tenant, the Landlord shall give written notice of such event of default to the Tenant, which thereafter shall have thirty (30) days from the date notice is sent by the Landlord within which to remedy or correct such default, unless such default is the failure to pay rent, in which case the Tenant shall have ten (10) days from the date notice is sent by the Landlord within which to remedy such default by paying all rent due. (1) Termination With or Without Cause. This lease agreement can be terminated immediately with cause if Landlord finds the Tenant has not adhered to the terms and conditions in a manner satisfactory to the City; or without cause by the City in its sole discretion with thirty-(30) days' written notice to the Tenant. The City shall be the sole judge of non-conformance. 19. IDENTITY OF INTEREST. The execution of this Lease or the performance of any act pursuant to the provisions hereof shall not be deemed or construed to have the effect of creating, between the Landlord and the Tenant, the relationship of principal and agent, or of a partnership, or of a joint venture and the relationship between them shall be and remain only that of Landlord and Tenant. 20. NOTICES AND REPORTS. Any notice, report, statement, approval, consent, designation, demand or request to be given, and any option or election to be exercised by a party under the provisions of this Lease, shall be effective only when made in writing and delivered (or mailed by registered or certified mail with postage prepaid) to the other party at the address given below provided, however, that either party may designate a different representative or address from time to time by giving to the other party notice in writing of the change. Rental payments to the Landlord shall be made by the Tenant at an address to be furnished to the Tenant. Landlord: City of Sebastian Attn: City Manager 1225 Main Street Sebastian, FL 32958 Tenant: Treasure Coast Seaplanes, LLC dba Aviation Checkride Specialists 1961 W. Shell Lane Vero Beach, FL 32968 21. RIGHT TO INSPECT. The Landlord may enter the leased premises upon reasonable notice: (a) To inspect or protect the leased premises or any improvement to a property location thereon; (b) To determine whether the Tenant is complying with the applicable laws, orders or regulations of any lawful authority having jurisdiction over the leased premises or any business conducted therein; or (c) To exhibit the leased premises to any prospective purchaser or tenant during the final sixty (60) days of the lease term, or at any time after either party has notified the other that the Lease will be terminated for any reason. (d) No authorized entry by the Landlord shall constitute an eviction of the Tenant or a deprivation of its rights or alter the obligation of the Landlord or create any right in the Landlord adverse to the interest of the Tenant hereunder. 219 22. REMOVAL OF TRADE FIXTURES, SIGNS AND PERSONAL PROPERTY. At the expiration of the Lease, the Tenant agrees to immediately surrender possession of the premises and all facilities thereon. Tenant shall have the right to remove all personal property owned by the Tenant provided any damages in removal are repaired by the Tenant at Tenant's sole cost. Any personal property not removed within thirty (30) days shall be presumed abandoned. The cost of removing any such abandoned property that the City deems unusable shall be indemnified to Landlord by Tenant. 23. HEIGHT/HAZARD RESTRICTIONS. The Tenant expressly agrees for itself, its successors and assigns, to restrict the height of structures and other obstructions on the leased premises to such a height so as to comply with all Federal Aviation Regulations, State laws and local ordinances, rules and regulations now existing and hereinafter promulgated. The Tenant expressly agrees for itself, its successors and assigns, to prevent any use of the leased premises which would interfere with or adversely affect the operation or maintenance of the Airport or otherwise constitute an airport hazard. The Tenant covenants and acknowledges that the use of the leased premises as proposed by the Tenant does not interfere with or adversely affect the operation or maintenance of the Airport or otherwise constitute an Airport hazard. The Landlord reserves unto itself, its successors and assigns, for the use and benefit of the public, a right of flight for the passage of aircraft in the airspace above the surface of the leased premises, together with the right to cause in such airspace such noise as may be inherent in the operation of aircraft, now known or hereafter used, for navigation or flight in the airspace, and for use of said airspace for landing on, taking off from, or operating on the Airport. 24. NONDISCRIMINATION. The Tenant for itself, its personal representatives, successors in interest and assigns, as part of the consideration hereof, does hereby covenant and agree as a covenant running with the land that (i) no person on the grounds of religion, gender, marital status, race, color, age, or national origin shall be excluded from participation in, denied the benefits of, or be otherwise subject to discrimination in the use of the Tenant's facilities; (ii) that in the construction of any improvements on, over or under the leased premises and the furnishing of services thereon, no person on the grounds of religion, gender, marital status, race, color, age, or national origin shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination; (iii) that the Tenant shall use the premises in compliance with all other requirements imposed by or pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in Federally Assisted Programs of the Department of Transportation - Effectuation of Title VI of the Civil Rights Act of 1964. In the event of the breach of any of the above non- discrimination covenants, the Landlord shall promptly notify the Tenant, in writing, of such breach and the Tenant shall immediately commence curative action. Such action by the Tenant shall be diligently pursued to its conclusion, and if the Tenant shall then fail to commence or diligently pursue action to cure said breach, the Landlord shall then have the right to terminate this Lease and to re-enter and repossess said land and improvements thereon. 25. ENTIRE AGREEMENT. This Lease contains all of the understandings by and between the parties hereto relative to the leasing of the premises herein described, and all prior agreements relative thereto have been merged herein or are voided by this instrument, which may be amended, modified, altered, changed, revoked or rescinded in whole or in part only by an instrument in writing signed by each of theparties hereto. 0 220 26. ASSIGNMENT AND SUBLETTING. The Tenant shall not assign this Lease or sublet the leased premises or any portion thereof, or otherwise transfer any right or interest hereunder without the prior written consent of the Landlord. If the Landlord consents, in writing, to the assignment, subletting or other transfer of any right or interest hereunder by the Tenant, such approval shall be limited to the particular instance specified in the written consent and the Tenant shall not be relieved of any duty, obligation or liability under the provisions of its Lease. 27. BINDING EFFECT. The terms and provisions of this Lease shall be binding on the parties hereto and their respective heirs, successors, assigns and personal representatives, and the terms of any Addendum attached hereto are incorporated herein. 28. APPLICABLE VENUE. In the event of litigation arising out of this writing, venue shall be in Indian River County, Florida and the terms of this Lease shall be construed and enforced according to the laws of the State of Florida except to the extent provided by Federal law. THE PARTIES HEREBY WAIVE THE RIGHT OF TRIAL BY JURY OF ANY ISSUES SO TRIABLE. 29. ATTORNEYS FEES. In any action arising out of the enforcement of this writing, the prevailing party shall be entitled to an award of reasonable attorney fees and costs, both at trial and all appellate levels, based upon the prevailing rates of private attorneys in Indian River County, Florida. 30. MISCELLANEOUS. The Landlord shall have the option, without waiving or impairing any of its rights hereunder, to pay any sum or perform any act required of the Tenant, and the amount of any such payment and the value of any such performance, together with interest thereon, shall be secured by this Lease, and shall be promptly due and payable to the Landlord. All delinquent payments to the Landlord shall bear interest at the rate of 18% per year from date the payments are due to the date of payment. Said interest shall be calculated on a daily basis and shall be due and payable when billed. In the event of the Tenant's breach of any of the provisions of this Lease, the Landlord shall thereupon have a lien upon all revenues, income, rents, earnings and profits from the leased premises as additional security to the Landlord for the Tenant's faithful performance of each of the terms and provisions hereof, and to secure payment of all sums owing to the Landlord hereunder. Such liens shall be superior in dignity to the rights of the Tenant and any of its creditors or assignees or any trustee or receiver appointed for the Tenant's property, or any other person claiming under the Tenant. Upon the Landlord's termination of the Tenant's rights under this Lease by reason of the Tenant's default, all such revenues, income, rents, earnings and profits derived or accruing from the leased premises from the date of such termination by the Landlord shall constitute the property of the Landlord, and the same is hereby declared to be a trust fund for the exclusive benefit of the Landlord and shall not constitute any asset of the Tenant or any trustee or receiver appointed for the Tenant's property. The provisions of this paragraph shall be effective without the Landlord's re-entry upon the leased premises or repossession thereof, and without any judicial determination that the Tenant's interest under said lease has been terminated. The Tenant acknowledges that the Landlord is required by law to operate under an Airport Master Plan and the Tenant covenants that he will use the leased premises consistent with the Airport Master Plan. 10 221 IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and year first above written. Treasu a Coast Seaplanes, LLC dba: iation Checkride Specialists ichael Hoover Managing Member THE CITY OF SEBASTIAN Bob McPartlan Mayor, City of Sebastian Approved as to form and legality for reliance by the City of Sebastian only: Jennifer Cockcroft CITY ATTORNEY ATTEST: 4e,,� ZUwc" .►vanette Williams, MMC CITY CLERK Witness:- Witness State of: F-(or1 a0" County of: te1 cl i 0.vx to\- f v(-- r I The foregoing instrument was acknowledged before me on this / I day of Tt t V l C , 2025, by / v1 i C h a e l H OO VZ v' as the !ti" e mb er- of Treasure Coast Seaplanes, LLC, either in person V or via electronic means_. He/She is personally known to me, or has produRL lced_his/her driver's license, or his/her )rtVcv-L; ce✓►st.as identification, and did or did not v " take an oath. NOTARY SEAL: ,�._ .. •(P4tY PU, •. ;P O / MY COMMISSION I EXPIRES 2-28-2027 11 222 Schedule "A" Lease Agreement between the City of Sebastian and Treasure Coast Seaplanes, LLC dba Aviation Checkride Specialists. Involving the lease of one office in the Airport Terminal building located at Airport Drive East, Sebastian, FL 32958 The City of Sebastian shall lease to Aviation Checkride Specialists_ one office space in the Airport Terminal Building at Sebastian Municipal Airport. The space measures approximately 15' x 12'. It is understood that the office shall be used for office aviation business needs consistent with those offered by Aviation Checkride Specialists. The lease rate shall be at a rate as described in section 3 of the lease agreement. It is understood that the agreed lease rate is contingent on approval by the Florida Department of Transportation (FDOT) and the Federal Aviation Administration (FAA). It is understood that Aviation Checkride Specialists will provide adequate insurance on all aspects relating to its accounting business. Insurance coverages are described in the Guiding Documents for the Sebastian Municipal Airport (see above). Aviation Checkride Specialists will hold harmless the City Of Sebastian, or the Sebastian Municipal Airport, its employees, agents, invitees, guests, or assigns, of any claim or liability relating to Aviation Checkride Specialists and its affiliated business. 223 CITY OF SEBASTIAN A� V EXECUTIVE SUMMARY CITY COUNCIL STAFF REPORT DATE June 25, 2025 TO Honorable Mayor and City Council THRU Brian Benton, City Manager Karen Miller, City Engineer & Special Projects FROM Director Consideration of CSA #4 for Carter and Associates, Inc. to begin design of the Upper Stonecrop SUBJECT Drainage Improvement Project in the amount of $172,958.00, and authorize the City Manager or designee to execute The City of Sebastian is currently midway to completion of the Stonecrop Drainage Project, funded through the Hazard Mitigation Grant Program. As the downstream section that collects stormwater drainage from much of the Sebastian Highlands will be completed by August of 2025, we are now looking to complete resiliency efforts on the upstream portions of the ditch. The Upper Stonecrop Project is considered a conglomerate of previously listed Capital Improvement Projects as well as the most recent Stormwater Master Plan (SWMP) update. Attached you will find previous cost estimates and scope from the stormwater master plan from Projects 15, 16, and 17, outlining the replacement and increased road crossing sizes at Tulip Drive, Albatross Terrace, and Bayfront Terrace. Project 17 from the Stormwater Master Plan update called for armoring of the ditch from the location of the current Stonecrop project to Bayfront Terrace at the North. The City plans to apply for Hazard Mitigation Grant Funding and other grants as they arise to assist with funding for the construction portion of the project. Approving this design work does not allow reimbursement for design work, but allows greater chances of grant funding having design plans as well as reducing the contract wait and approval time between the design and construction phase of the grant program. We are seeking approval for this CSA including Option 1's additional survey which will allow for a significant increase in the amount of ditch armoring from the original Stormwater Master Plan recommendation. The CSA will be issued to the City's previously procured professional engineering consultant, Carter and Associates, Inc., under an existing Professional Services Agreement which was executed the City of Sebastian in 2021. 224 RECOMMENDATION Staff recommends City Council accept and approve CSA #4 for Carter and Associates, Inc., including Option 1, for professional design services of the Upper Stonecrop Project. ATTACHMENTS: 1. Carter and Associates CSA 4 - Vendor signed FUNDING SOURCE: Expenditure required $172,958.00 Additional Funds Needed: $ 0.00 Amount Budgeted: Funding source $305,000 Discretionary Sales Tax 225 CITY OF SEBASTIAN, FLORIDA WORK AUTHORIZATION FORM CONSULTANT SERVICE AGREEMENT (CSA) CARTER ASSOCIATES, INC. 1708 21 ST STREET VERO BEACH, FL 32960 Work Authorization No: CSA - 4 Proiect Title: Upper Stonecrop Drainage Improvement Project IT IS AGREED to undertake the following work in accordance with the provisions of the Carter Associates, Inc., Master Agreement entitled NON-EXCLUSIVE ENGINEERING CONSULTING SERVICES AGREEMENT - CITYWIDE dated February 22, 2021. Description of Assignment: Carter Associates, Inc. will provide civil engineering services for the Stonecrop Project as describer in the Scope of Work - Exhibit A. 1. Pricing Description Task 1 A - Site Survey Task 2 - Preliminary Planning Task 3 - Drainage Design and Modeling Task 4 - Construction Plan Preparation Task 5 - Permitting Task 6 - Grant Application Assistance Task 7 - Construction Services Reimbursable Expenses Option 1 - Additional Site Survey 2. Deliverables Provided to the City (surveys, plans, etc.) Description See the detailed Scope of Work attached (Exhibit A) TOTALS $25,095.00 $16,536.00 $27,924.00 $25,272.00 $12.324.00 $ 7,800.00 $35,232.00 $ 3,000.00 $22,775.00 Quantity 1 3. Basis of Compensation/Period of Services: The above referenced description for CSA #4 will be performed for a fee in the amount of $172,958.00. CSA #4 Document ID: B13EA55DDF3782985E59982AE9026F8B Page I of 3 226 CITY OF SEBASTIAN, FLORIDA WORK AUTHORIZATION FORM CONSULTANT SERVICE AGREEMENT (CSA) AGREED: CARTER ASSOCIATES, INC. V�& // -8E" ID: 9163ANE-54E D-485 D-B942-M68... Digitally signed by ,jblum@carterassoc.com, June 13, 2025 04:16 PM EDT John Blum, President Date: 06/13/2025 Attest: Jeanette Williams, MMC, City Clerk CITY OF SEBASTIAN: Brian Benton, City Manager Date: Approved as to Form and Content for Reliance by the City of Sebastian only: Jennifer D. Cockcroft, Esq., City Attorney CSA # 4 Document ID: B13EA55DDF3782985E59982AE9026F8B Page 2 of 3 227 CITY OF SEBASTIAN, FLORIDA WORK AUTHORIZATION FORM CONSULTANT SERVICE AGREEMENT (CSA) Exhibit A Scope of Work CSA#4 Document ID: B13EA55DDF3782985E59982AE9026F8B Page 3 of 3 228 f1*1 A I %40 11 company April 23, 2025 Ms. Karen Miller, P.E. Director of Public Works / City Engineer City of Sebastian 1225 Main Street Sebastian, Florida 32958 RE: Civil Engineering Services Agreement Upper Stonecrop Drainage Improvement Project CAI Proposal No. 25-43935 (Ref. Proj. No. 21349) Dear Karen: We are pleased to present this proposed agreement to provide civil engineering services for the below described tasks at the Upper Stonecrop Project. We propose the following scope of services and corresponding fees in accordance with the Professional Services Agreement (PSA) effective April 23, 2025, between Carter Associates, Inc. (CAI) and City of Sebastian (CLIENT). PROJECT LIMITS: This proposal and the services detailed within pertain to the proposed drainage canal improvements located in the canal right -of way between Brookedge Terrace / Tulip Drive and between Laconia Street / Clearbrook Street in Sebastian, Florida 32958. SCOPE OF SERVICES: The following outline and scope of services is provided: Task 1A — Site Survev Perform and prepare Boundary/Control Survey: o Recover and / or re-establish subject block, lot and centerline control for establishment of block, lot lines and drainage right of ways. Prepare plan view drawings of block lot and right of way geometry with recorded monumentation and control points. Survey to include Block 239, Sebastian Highlands Unit 10 Establish Vertical Control (Benchmarks): o Differential levels (approximately 12,000 linear feet) from a published record vertical benchmark to establish near or on site temporary vertical benchmarks for survey, design, construction, and as -built purposes. Perform and prepare Topographic Survey: 1708 21st Street, Vero Beach, Florida 32960 • t 772.562.4191 • carterassoc.com P:\21-349 City of Sebastian - Stonecrop\Proposals\StoneCropPhase3.docx Page 1 of 5 Document ID: B13EA55DDF3782985E59982AE9026F8B 229 o Observe and record horizontal and vertical data of existing on -site conditions improvement locations and ground elevations within 25 feet of the centerline of the 30 feet wide drainage right of way, points of intersection (changes of direction) and adjacent road right of ways. o Perform and prepare cross -sections of the 30 feet wide drainage right of way at lot line intersections or approximately every 80 feet, drainage right of way points of intersection (PI or changes of direction) and adjacent road right of ways o Perform as -built survey and cross sections of four (4) ditch right of way intersections with Laconia Street, Bayfront Terrace, Albatross Terrace and Rose Arbor (Tulip) Drive o Prepare plan view drawings of topographic survey an provide PDF and CAD files for engineering design. Task 2 — Preliminary Planning • Site visit to inspect site conditions such as topography and vegetation. Review potential impacts to adjacent properties. • Meet with design team and prepare conceptual plan alternatives for presentation to City of Sebastian. • Attend "kick-off' meeting with City Engineer and departments to review conceptual improvements plan. • Coordinate with utility providers to determine existing locations of water and sewer crossings. Task 3 — Drainaue Design and Modeling Review and modify the ICPR model produced for the initial project between Laconia Street and Stonecrop Drive to identify existing conditions and prepare alternatives for each crossing. Review and produce report showing impacts throughout the watershed upon implementation of the proposed improvements. Prepare design for three new crossings and all proposed ditch inverts proposed in the design of the system. Task 4 — Construction Plan Preparation • Prepare construction plans that will incorporate improvements for the City of Sebastian SWMS Capital Projects No. 15, 16 and 17. • Prepare phasing plan to identify the scopes of each improvement for use in separation of projects within the construction bidding. • Define any proposed re -grading of the existing ditches to prepare for armoring of the re -graded canal. • Review and note any private property impediments for construction within the right-of-way. • Prepare improvements plan for the southern ditch which may include armoring if specified by the CLIENT. • Coordinate with Geotechnical Engineer for soil boring locations, expected loads and criteria needed for any crossings. Soil testing is not included with this proposal and will be provided by the CLIENT. Page 2 of 5 Document ID: B13EA55DDF3782985E59982AE9026F8B 230 • Preparation of traffic maintenance plans for the crossing installations. • Provide follow through during permitting process to address Sebastian review comments. • Prepare a tree removal plan to document any impacts on the existing vegetation. Task 5 — Permitting • Prepare and submit applications to the St Johns River Water Management District for coordination on the modifications to the canal. • Prepare exhibits and submit to the US Army Corps of Engineers for impacts to waters of the United States. Task 6 — Grant Application Assistance • Assist the CLIENT with production of exhibits needed for grant applications. • Provide assistance in responding to any requests for additional information that may occur during the review process. Task 7 — Bidding and Construction Services • Prepare quantities estimates for bid form and technical specifications. • Attend Pre -Bid and Bid opening Meetings, respond to questions from Bidders. • Review bids and provide recommendations. • Attend council meeting to assist in questions regarding bids. • Provide coordination between contractor, permitting agencies, and CLIENT. • Provide "on -site" resident project representative for the duration of time required to meet permit conditions and provide routine reporting of substantial construction activities to the Engineer. • Complete and submit certification forms along with contractor provided "as-builts" to all permitting agencies. Option 1— Additional Site Survev for Ditches Between Bavfront and Tulip Drive • Perform and prepare Boundary/Control Survey: o Recover and / or re-establish subject block, lot and centerline control for establishment of block, lot lines and drainage right of ways. Prepare plan view drawings of block lot and right of way geometry with recorded monumentation and control points. Survey to include Part of Blocks 236 & 237 and all of Block 238, Sebastian Highlands Unit 10 • Establish Vertical Control (Benchmarks): o Differential levels (approximately 2,000 linear feet) from previously established record vertical benchmark to establish near or on site temporary vertical benchmarks for survey, design, construction, and as -built purposes. • Perform and prepare Topographic Survey: Page 3of5 Document ID: B13EA55DDF3782985E59982AE9026F8B 231 o Observe and record horizontal and vertical data of existing on -site conditions improvement locations and ground elevations within 25 feet of the centerline of the 30 feet wide drainage right of way, points of intersection (changes of direction) and adjacent road right of ways. o Perform and prepare cross -sections of the 30 feet wide drainage right of way at lot line intersections or approximately every 80 feet, drainage right of way points of intersection (PI or changes of direction) and adjacent road right of ways o Prepare plan view drawings of topographic survey an provide PDF and CAD files for engineering design. COMPENSATION: We recommend authorization of the following fees for this assignment. Task 1A — Site Survey........................................................................................................ $25,095.00 Task 2 — Preliminary Planning........................................................................................ $16,536.00 Task 3 — Drainage Design and Modeling........................................................................ $27,924.00 Task 4 — Construction Plan Preparation........................................................................ $25,272.00 Task5 — Permitting............................................................................................................ $12.324.00 Task 6 — Grant Application Assistance............................................................................. $7,800.00 Task 7 — Construction Services.........................................................................................$35,232.00 ReimbursableExpenses....................................................................................................... $3,000.00 TOTAL FEES Option 1— Additional Site Survey, $150,183.00 $22,775.00 TOTAL FEES WITH OPTION 1.................................................................................. $172,958.00 ASSUMPTIONS: In developing this proposal, CAI represents to the CLIENT that the following assumptions have been made and that deviation from these assumptions may require additional expenditures on behalf of the CLIENT to CAI. 1. This proposal specifically excludes all application and/or impact fees, which shall be the responsibility of the CLIENT. � � w ro :,. ,�� have- boor ,.49taii-4-6-A with p .a3z 1. Th;aLfbre th-13 all X,r ;i,a✓ far PMV.-l1.iZ6 �Yisr;. als— 3. 3. Architectural, landscape, electrical, mechanical, and structural services are not included with this fee proposal. 4. Construction stakeout and as -built surveys are not included with this proposal. It is anticipated that the contractor will be responsible for construction stakeout and as -built surveys. CAI can provide these services for the contractor if he chooses. Page 4 of 5 Document ID: B13EA55DDF3782985E59982AE9026F8B 232 Thank you for giving us the opportunity to submit a proposal for our services. We look forward to working with you on this project. Our receipt of a signed copy of this agreement will serve as our notice to proceed. Should you have any questions or need additional information, please do not hesitate to contact me at our office. Sincerely, Agreed to and Accepted: CARTE SSO ATJES, INC. By: Print Name: ClintonJeRahjes, P.E. Address: ProjeyManager Date: Page 5of5 Document ID: B13EA55DDF3782985E59982AE9026F8B 233