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Agenda Packet 01-27-2009
January 27, 2009 9:00 A.M. BOARD OF COUNTY COMMISSIONERS AGENDA fdNq E61tIF WELCOME ALL MEETINGS ARE TELEVISED. ALL MEETINGS PROVIDED WITH WIRELESS INTERNET ACCESS FOR PUBLIC CONVENIENCE. PLEASE TURN OFF ALL CELL PHONES AND PAGERS PRIOR TO ENTERING THE COMMISSION CHAMBERS. PLEASE MUTE THE VOLUME ON ALL LAPTOPS AND PDAS WHILE IN USE IN THE COMMISSION CHAMBERS. GENERAL RULES AND PROCEDURES - Attached is the agenda, which will determine the order of business conducted at today's Board meeting. CONSENT AGENDA — These items are considered routine and are enacted by one motion. There will be no separate discussion of these items unless a Commissioner so requests. REGULAR AGENDA — Proclamations, Presentations, Public Hearings, and Department requests are items, which the Commission will discuss individually, usually in the order listed on the agenda. PUBLIC HEARINGS — These items may be heard on the first and third Tuesday at 6:00 P.M. or as soon thereafter as possible, or on a second or fourth Tuesday, which begins at 9:00 A.M., then public hearings will be heard at 9:00 A.M. or as soon thereafter as possible. These time designations are intended to indicate that an item will not be addressed prior to the listed time. The Chairman will open each public hearing and asks anyone wishing to speak to come forward, one at a time. Comments will be limited to five minutes. As a general rule, when issues are scheduled before the Commission under department request or public hearing, the order of presentation is: (1) County staff presents the details of the Board item (2) Commissioners comment (3) if a public hearing, the Chairman will ask for public comment, (4) further discussion and action by the board. ADDRESSING THE COMMISSION — Please state your name and address, speaking clearly into the microphone. If you have backup material, please have eight copies for distribution. NON -AGENDA ITEMS — These items are presented by an individual Commissioner or staff as necessary at the conclusion of the printed agenda. PUBLIC COMMENT — Time is allotted at the beginning of each meeting for general public comment. Please limit comments to five minutes. DECORUM — Please be respectful of others' opinions. MEETINGS - All Board meetings are open to the public and are held on the first and third Tuesdays of each month at 6:00 P.M. and on the second and fourth Tuesdays at 9:00 A.M., unless otherwise advertised. Meetings are held in the County Commission Chambers in the Roger Poitras Administration Annex at 2300 Virginia Ave., Ft. Pierce, FL 34982. The Board schedules additional workshops throughout the year as necessary to accomplish their goals and commitments. Notice is provided of these workshops. Assistive Listening Device is available to anyone with a hearing disability. Anyone with a disability requiring accommodation to attend this meeting should contact the St. Lucie County Community Services Director at (772) 462-1777 or TDD (772) 462-1428 at least forty-eight (48) hours prior to the meeting. I. INVOCATION II. PLEDGE OF ALLEGIANCE III. MINUTES Approve the minutes from the January 20, 2009 meeting. IV. PROCLAMATIONS/PRESENTATIONS There are no proclamations/presentations for January 27, 2009. V. GENERAL PUBLIC COMMENT VI. CONSENT AGENDA A. WARRANTS Approve warrant list No. 17. B. COUNTY ATTORNEY Drug Abuse Treatment Association, Inc. (D.A.T.A.) — Eleventh Amendment to June 12, 1990 Facilities Use Agreement — Consider staff recommendation to approve the Eleventh Amendment to the June 12, 1990 Facilities Use Agreement between the County and D.A.T.A. and authorize the Chairman to sign the Amendment. 2. Road Impact Fee Credits -Consent to Assignment and Direction from Core Communities, LLC, et. al. to Tradition Community Development District No. 1 — Consider staff recommendation to authorize the Chair to sign the Consent to the Assignment and Direction set out above. C. GRANTSMISASTER RECOVERY 1. Authorize the acceptance of a grant from the Federal Emergency Management Agency Hazard Mitigation Grant Program in the amount of $116,243. The grant funds are to be used for design, engineering, and permitting of storm water conveyance systems for the Indian River Estates storm water project. The grant requires a 25% match in the amount of $38,747. Approval is also being sought for the expenditure of $38,747 from the County's Emergency Reserve Fund for the required match — Consider staff recommendation to accept the Federal Emergency Management Agency Hazard Mitigation Grant Program grant in the amount of $116,243 and approval of an expenditure of $38,747 from the County's Emergency Reserve Fund for the required 25% match for the grant. C. GRANTS/DISASTER RECOVERY CONTINUED 2. Authorize the expenditure of $25,000 for an appraisal, wetland delineation and title search of the Riverside and Dennis parcels of the Harbor Branch project — Consider staff recommendation to approve an expenditure of $25,000 for an appraisal, wetland delineation, and title search of the Dennis and Riverside parcels. 3. Submittal of a funding request in the amount of $12,500 to the Indian River Lagoon National Estuary Program to assist with the due diligence costs of acquiring two properties related to the overall Harbor Branch acquisition project — Consider staff recommendation to authorize to submit a funding request in the amount of $12,500 to the Indian River Lagoon National Estuary Program to assist with the due diligence costs of acquiring two properties related to the overall Harbor Branch acquisition project. 4. Submittal of a funding request in the amount of $12,500.00 to the Indian River Lagoon National Estuary Program to assist with the due diligence costs of acquiring two properties related to the overall Harbor Branch acquisition project — Consider staff recommendation to authorize submittal of a funding request in the amount of $12,500 to the Indian River Lagoon National Estuary Program to assist with the due diligence costs of acquiring two properties related to the overall Harbor Branch acquisition project. D. GROWTH MANAGEMENT 1. Board approval of the Third Amendment for a short-term extension to the continuing service contracts C06-07-490 with Stanley Consultants, Inc. and C06-07-417 with Vanus, Inc. for Professional Engineering Services for Traffic and Transportation to extend the term through June 30, 2009. This is an interim measure to ensure availability of services while the County re -issues the RFQ for these services — Consider staff recommendation to approve the Third Amendment for a short-term extension to the continuing service contracts C06-07-490 with Stanley Consultants, Inc. and C06-07-417 with Vanus, Inc. for Professional Engineering Services for Traffic and Transportation to extend the term through June 30, 2009 and permission for the Chair to sign the amendments as prepared by the County Attorney. 2. Request of J. Michael Merritt for final plat approval for the project to be known as "Merritt Subdivision". This project is a two -lot subdivision on 6.89 acres of property located on north side of Muller Road, approximately 1 mile south of Okeechobee Road in the AG- 2.5 (Agricultural — 1 du/2.5 acre) Zoning District — Consider staff recommendation to approve the final plat of "Merritt Subdivision" and authorize for final signature and recording. E. PARKS AND RECREATION Second Contract Amendment — Professional Sports Camps, Inc. — Consider staff recommendation to approve the Second Amendment to the Recreation Division Facilities Use Agreement with Professional Sports Camps, Inc. and authorize the Chair to sign the Amendment as drafted by the County Attorney. 2. Permission to Apply for Summer Camp Grants — Consider staff recommendation to approve one grant application to the Fort Pierce Redevelopment Agency and two grant applications to the Children's Services Council of St. Lucie County for summer camp programs, authorize acceptance of the funds, if approved, and authorize the Chair to sign the Grant Agreements. F. INVESTMENT FOR THE FUTURE Work Authorization with Sims Wilkerson Engineering, through continuing contract #C07-05-256, to provide a design plan for the air conditioning system replacement at the State Attorney's Office -Empire I at a cost of $43,000.00 — Consider staff recommendation to approve a Work Authorization with Sims Wilkerson Engineering, through continuing contract #C07-05-256, to provide a design plan for the air conditioning system replacement at the State Attorney's Office -Empire I at a cost of $43,000. The design plan is to divide this project into two phases: Phase I will be accomplished FY 08-09. Phase II is unfunded and upon budget approval will be accomplished FY 09-10. Staff further recommends the Board authorize the Chair to sign the work authorization as prepared by the County Attorney. G. PUBLIC WORKS 1. Request Board approval to award Emergency contract with Technical Inspections, Inc. for removal of silt sediments on the pumps at Platt's Creek Stormwater Facility — Consider staff recommendation to approve an Emergency contract with Technical Inspections, Inc. in the amount of $33,950.00 for removal and cleaning of silt sediments and repairs on the pumps at Platt's Creek Stormwater Facility and signature of Chair. Amendment to the Joint Participation Agreement with Florida Department of Transportation and the Florida Ports Council (FSTED) for Taylor Creek Restoration — Spoil Site Evaluation & Design Project — Consider staff recommendation to approve the amendment to the Joint Participation Agreement (JPA) with Florida Department of Transportation and Florida Ports Council (FSTED) for Taylor Creek Restoration — Phase 2 Dredging and authorize the Chairman to sign. H. ADMINISTRATION Award of RFP #08-073 On -Site Employee Health Clinic to Care Here, LLC — Consider staff recommendation to approve to award RFP #08-073 for an On -Site Employee Health Clinic to the top ranked proposer Care Here, LLC, and permission for the Chairman to sign the contract as prepared by the County Attorney. CENTRAL SERVICES Approve Amendment No. 1 to Work Authorization No. 3, GLE Associates, #C05-05-282, to provide professional services in the amount of $39,000.00 for the design and planning of the Employee Health Clinic located at the St. Lucie County Logistics Center. Approve Budget Amendment #BA09-001 in the amount of $600,000.00 and Capital Improvement Plan #CIP09-028 — Consider staff recommendation to approve Amendment No. 1 to Work Authorization No. 3, GLE Associates, #C05-05-282, to provide professional services for the design and planning of the Employee Health Clinic located at the St. Lucie County Logistics Center. Costs associated with these professional services are $39,000. Estimated total cost for the Employee Health Clinic project, including professional services is $600,000.00 and funding is available through the Health Insurance Fund. Staff is further recommending the Board approve Budget Amendment #BA09-001in the amount of $600,000.00, Capital Improvement Plan #CIP09-028, and authorize the Chair to sign the Amendment as prepared by the County Attorney. AIRPORT Request authorization to enter into Facilities Relocation Agreement with FPL for the relocation of the powerlines impacting the new Runway 9L/27R at an estimated additional cost of $1,581,489.00 for a total cost of $1,633,489.00, and moving funds from the Airport West Commerce Park capital budget to cover the shortfall of $261,489.00 on this project — Consider staff recommendation to authorize staff to enter into the Facilities Relocation Agreement with FPL, authorize reallocation of $261,489.00 needed from the Airport West Commerce Park project to address the shortfall of funds for the FPL powerlines project, and authorize the up front payment of $1,581,489.00 for a total cost of $1,633,489.00 to FPL for the relocation of powerlines at the St. Lucie County International Airport. K. COMMUNITY SERVICES 1. Authorize staff to submit a request to the Federal Transportation Administration (FTA) to be the designated recipient of Job Access Commute (JARC) and New Freedom program funds — Consider staff recommendation to authorize staff to submit a request to the Federal Transportation Administration (FTA) to be the designated recipient of Job Access Commute (JARC) and New Freedom program funds, authorize the Chair to sign all necessary documents. Acceptance of the St. Lucie County Affordable Housing Advisory Committee 2008 Incentive & Recommendation Report compiled by the Affordable Housing Advisory Committee — Consider staff recommendation to approve Resolution No. 09-036 accepting the St. Lucie County Affordable Housing Advisory Committee's 2008 Incentive & Recommendation Report. Approval of Modification No. 3 to revise the program budget, scope of work and extend the contract for the St. Lucie County 2005 Community Development Block Grant Disaster Recovery Initiative (CDBG DRI) — Consider staff recommendation to approve Modification No. 3 to revise the program budget, scope of work and extend the contract for the St. Lucie County 2005 CDBG DRI Grant and authorize the Chair to sign necessary documents. 4. Permission to advertise Request for Proposal for grant administration services for the Small Cities Community Development Block Grant — Consider staff recommendation to grant permission to advertise Request for Proposal for grant administration services for the Small Cities Community Development Block Grant. L. UTILITIES Staff requests approval of Amendment No. 1 to Work Authorization No. 22 for Camp Dresser & McKee to increase the lump sum amount from $49,700.00 to $61,700.00 — Consider staff recommendation to approve Amendment No. 1 to Work Authorization No. 22 for Camp Dresser & McKee to increase the lump sum amount from $49,700.00 to $61,700.00. END OF CONSENT AGENDA VII. PUBLIC HEARINGS There are no Public Hearings scheduled for January 27, 2009. END OF PUBLIC HEARINGS REGULAR AGENDA VIII. COUNTY ATTORNEY Resolution No. 09-035 — Authorizing Lease -Purchase of Computer Equipment and Software — Consider staff recommendation to adopt Resolution No. 09-035 and authorize the Chairman to sign the Resolution. IX. ADMINISTRATION Treasure Coast Education & Research Development Authority — Consider staff recommendation to vote and appoint three at large members from the applications submitted to fill the three vacancies on the Treasure Coast Education & Research Development Authority. X. ANNOUNCEMENTS 1. 2. Saturday, February 7, 2009 Zora Fest! will host the annual Hattitude luncheon, where guests must wear a hat in order to attend - in recognition of Zora's love of hats. The event is planned for the Old Fort Pierce City Hall Annex on Avenue A between 11:00 a.m. — 2:00 p.m. For additional information, contact the St. Lucie County Cultural Affairs Council at 772-462-1767 or go online at www.stlucieco.gov/culturalaffairs/index.htm. 3. MoneyFest is happening Saturday, February 21, 2009 from 9:00 a.m. — 5:00 p.m. at the Fenn Center. This is a free event for the public to learn about ways to save, protect themselves from loss and increase their wage earning power. The St. Lucie County Extension office is coordinating this program. For more information, please call 772-462-1660. 4. The New York Mets kick off their Spring Training Season at Tradition Field in Port St. Lucie on Thursday, February 26, 2009 vs. the Florida Marlins at 1:10 p.m. Home games run through April 2, 2009 with games vs. the Atlanta Braves, Baltimore Orioles, St. Louis Cardinals, Houston Astros, Washington Nationals, Detroit Tigers and others. For tickets call (772) 871-2115 or visit www.traditionfield.com. The 44th Annual St. Lucie County Fair will take place February 27, 2009 - March 8, 2009 at the St. Lucie County Fairgrounds, 15601 West Midway Road, Fort Pierce. For details visit: www.stiuciecountyfair.com. Zora Fest! will be Friday, Saturday and Sunday, April 3rd, 41h and 5th at Lincoln Park Academy and other venues. Hurston scholars will be on hand to discuss her writings and her life. Niece Lucy Hurston, a professor at Manchester Community College in Connecticut, will be on hand for the festival and a Sunday brunch at the Pelican Yacht Club on April 5, 2009. For additional information, contact the St. Lucie County Cultural Affairs Council at (772) 462-1767 or go online at www.stiucieco.gov/culturalaffairs/index.htm. NOTICE: All Proceedings before this Board are electronically recorded. Any person who decides to appeal any action taken by the Board at these meetings will need a record of the proceedings and for such purpose may need to ensure that a verbatim record of the proceedings is made. Upon the request of any party to the proceedings, individuals testifying during a hearing will be sworn in. Any party to the proceedings will be granted the opportunity to cross-examine any individual testifying during a hearing upon request. Anyone with a disability requiring accommodation to attend this meeting should contact the St. Lucie County Community Services Director at (772) 462-1777 or TDD (772) 462-1428 at least forty-eight (48) hours prior to the meeting. I. MINUTES Approve the minutes from the December 13, 2008 meeting. II. GENERAL PUBLIC COMMENT III. CONSENT AGENDA A. WARRANTS Approve warrant list No. 16 and 17. NOTICE: All Proceedings before this Board are electronically recorded. Any person who decides to appeal any action taken by the Board at these meetings will need a record of the proceedings and for such purpose may need to ensure that a verbatim record of the proceedings is made. Upon the request of any party to the proceedings, individuals testifying during a hearing will be sworn in. Any party to the proceedings will be granted the opportunity to cross-examine any individual testifying during a hearing upon request. Anyone with a disability requiring accommodation to attend this meeting should contact the St. Lucie County Community Services Director at (772) 462-1777 or TDD (772) 462-1428 at least forty-eight (48) hours prior to the meeting. EROSION DISTRICT www.co.st-lucie.fl.us II. Chris Craft, Chairman District No. 5 Charles Grande, Vice Chairman District No. 4 Doug Coward District No. 2 Chris Dzadovsky District No. 1 Paula A. Lewis District No. 3 A. WARRANTS Approve warrant list No. 16 and 17. B. PUBLIC WORKS Artificial Reef Grant Program: Approval to submit an artificial reef construction grant application to the National Marine Fisheries Service's Proactive Species Conservation Program — Consider staff recommendation to approve permission to submit a grant application to the Proactive Species Conservation Program. NOTICE: All Proceedings before this Board are electronically recorded. Any person who decides to appeal any action taken by the Board at these meetings will need a record of the proceedings and for such purpose may need to ensure that a verbatim record of the proceedings is made. Upon the request of any party to the proceedings, individuals testifying during a hearing will be sworn in. Any party to the proceedings will be granted the opportunity to cross-examine any individual testifying during a hearing upon request. Anyone with a disability requiring accommodation to attend this meeting should contact the St. Lucie County Community Services Director at (772) 462-1777 or TDD (772) 462-1428 at least forty-eight (48) hours prior to the meeting. BOARD OF COUNTY COMMISSIONERS ST. LUCIE COUNTY, FLORIDA REGULAR MEETING Date: January 20, 2009 Convened: 6:00 p.m. Adjourned: 6:55 p.m. Commissioners Present: Chairperson, Paula A. Lewis, Charles Grande, Doug Coward, Chris Dzadovsky, Chris Craft, absent Others Present: Faye Outlaw, County Administrator, Lee Ann Lowery, Asst. County Administrator, Heather Young, Asst. County Attorney, Don West, Public Works Director, Diana Lewis, Airport Director, Mike Powley, County Engineer, Peter Jones, Planning Manager, Millie Delgado -Feliciano, Deputy Clerk I. INVOCATION II. PLEDGE OF ALLEGIANCE III. MINUTES Approve the minutes from the January 13, 2009 meeting. It was moved by Com. Grande, seconded by Com. Dzadovsky, to approve the minutes of the meeting held January 13, 2009, and; upon roll call, motion carried unanimously. IV. PROCLAMATIONS/PRESENTATIONS There are no proclamations/presentations for January 20, 2009. V. GENERAL PUBLIC COMMENT Mr. John Arena, area resident, addressed the Board regarding what he felt was an obsession with cocaine in the area. He also asked the Board to make their fears and aggressions known regarding the Port. Com. Coward advised Mr. Arena the issues have been resolved through public process and the Port Master Plan was completed over a year ago and can be reviewed on line. VI. CONSENT AGENDA It was moved by Com. Grande, seconded by Com. Coward, to approve the Consent Agenda with item 6-C-5 pulled, and; upon roll call, motion carried unanimously. A. WARRANTS The Board approved Warrant List No. 16. B. COUNTY ATTORNEY St. Lucie County International Airport - Fourth Amendment to Lease Agreement with Phoenix Metals, Inc. - The Board approved the proposed Fourth Amendment to the Lease Agreement with Phoenix Metals, Inc., and authorized the Chairman to sign the amendment. C. PUBLIC WORKS 1. Engineering Division - Sneed Road Emergency Culvert Replacement at NSLRWCD Canal 66 - The Board accepted Sneed Road Emergency Culvert Replacement at NSLRWCD Canal 66, provide final payment, release retainage in the amount of $30,636.06 to Johnson -Davis, Inc. (C08-04-150), and authorized the Chair to sign. 01/19/09 FZABWARR FUND TITLE 001 001180 001184 001188 001193 001194 001404 001419 001422 001436 001500 001501 001505 101 101002 101003 101004 102 102001 102809 105 107 107002 107003 107006 107204 107205 107206 121 129 140 140133 140135 140335 140356 140800 160 183 183001 183004 183006 184205 184209 184211 184212 184213 185010 189201 ST. LUCIE COUNTY - BOARD WARRANT LIST #16- 10-JAN-2009 TO 16-JAN-2009 FUND SUMMARY General Fund US Dept Housing HUD Shelter Plus Gr CDBG 07 Section 112/MPO/Fhwa/Planning 2007 FDCA SLC Buildings Wind Retrofit pr U.S. Dept of Housing & Community 05 CDBG Sup Disaster Recovery FDCA-Construct County EOC Bill & Melinda Gates Foundation Pub INTACT Inspired Network to Achieve FDEM Emergency Mgmt Performance CSBG 2008-2009 Dept of Health and H FDCA Emerg. Mgmt Prep & Assist FY09 Transportation Trust Fund Transportation Trust/80% Constitut Transportation Trust/Local Option Transportation Trust/County Fuel Tx Unincorporated Services Fund Drainage Maintenance MSTU Paradise Park Phase 2 SFWMD Library Special Grants Fund Fine & Forfeiture Fund Fine & Forfeiture Fund-E911 Surchar Fine & Forfeiture Fund-800 Mhz Oper F&F Fund -Court Related Technology FL Dept Juvenile Justice-DMC Civil Juvenile Justice & Delinquency Prev FDCF Criminal Justice, Mental Healt Blakely Subdivision Fund Parks MSTU Fund Airport Fund Construct Runway 9L/27R/Fence FAA Security Fencing & Runway 9L/27 Parallel Runway Design-9L/27R FDOT Airport Master Plan Update IRL Taylor Creek Restoration SFWMD Plan Maintenance RAD Fund Ct Administrator-19th Judicial Cir Ct Administrator-Arbitration/Mediat Ct Admin.- Teen Court Guardian Ad Litem Fund FDEP Fort Pierce Shore Protection P FDEP - Fort Pierce Shore Protection FDEP South SLC Beach Restoration Fort Pierce IMP Implementation FDEP S SLC Dune Restoration FHFA SHIP 2008/2009 FHFC Hurricane Housing Recovery Pla EXPENSES 522,062.72 5,003.00 53,126.40 25, 862.17 23,697.00 4, 354 .00 30,735.00 304.25 407.25 42.00 354.96 9,292.73 6, 462.77 38,405.02 20,312.39 5, 852.93 12,574.65 28,214.92 8, 917.56 263.77 1, 792.85 379, 664.67 18,597.80 24,986.63 46, 766.15 588.24 782.81 35,132.07 99.36 8,360.00 12,661.12 282,634.28 190,461.34 24,900.29 7, 570. 95 5.00 1, 327. 60 9, 145.47 140.00 35,038.99 425.00 549.08 13, 719.06 103, 770.82 8, 652. 98 219.42 23,000.00 30,990.21 PAGE PAYROLL 62,394.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 01y19/09 FZABWARR FUND TITLE 189202 216 310002 316 318 318102 382 401 418 451 461 471 478 491 505 505001 611 625 665 801 ST. LUCIE COUNTY - BOARD WARRANT LIST #16- 10-JAN-2009 TO 16-JAN-2009 FUND SUMMARY My Safe Florida Home County Capital I&S Impact Fees -Parks County Capital County Capital -Transportation Bond FHWA Angle Rd Sidewalk & Signalizat Environmental Land Capital Fund Sanitary Landfill Fund Golf Course Fund S. Hutchinson Utilities Fund Sports Complex Fund No County Utility District-Operatin No Cty Util Dist -Renewal & Replace Building Code Fund Health Insurance Fund Property/Casualty Insurance Fund Tourist Development Trust-Adv Fund Law Library SLC Art in Public Places Trust Fund Bank Fund GRAND TOTAL: EXPENSES 15, 664 .04 1, 202.00 68,877.7S 486,236.85 903.02 33, 055.15 111.16 90,529.83 7, 046.83 686.54 23, 873.93 29,473.14 1, 866.10 879.37 122,878.02 57, S02.11 26, 111.91 31,421.59 361.46 40, 748.13 3,097,656.61 PAGE PAYROLL 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 30, 039.00 0.00 0.00 0.00 2,378.20 0.00 0.00 0.00 0.00 0.00 94,811.20 2. Engineering Division - Waterstone — Release of Maintenance Bond for Concrete Sidewalk — The Board approved the release of surety and authorized the Chairman to sign. 3. Engineering Division - Road Improvement Agreement with Rhodes Holdings, Inc., developers of St. Andrews Park Walgreen's Crossing — The Board approved the Road Improvement Agreement with Rhodes Holdings, Inc. and authorized the Chairman to sign the Agreement. 4. Engineering Division - Sunland Gardens Phase II MSBU — Request Permission to Advertise the Second Public Hearing — The Board granted permission to advertise the Sunland Gardens Phase II MSBU Second Public Hearing to be held on February 17, 2009. C. PUBLIC WORKS CONTINUED 5. Engineering Division - Request permission to advertise for Qualifications (RFQs) for five Continuing Contracts administered by the Engineering Division — This item was pulled at the request of Engineering. Engineering Division - Change Order No. 1 in the amount of $7,647 for Paradise Park Phase 2 — The Board approved awarding Change Order No. 1 to the contract with Ranger Construction in the amount of $7,647 for a total cost of $44,706 in order to construct the anchoring foundation for headwall structure S-38 at the SFWMD C-25 Canal within the Paradise Park Subdivision Stormwater Improvements Phase 2 Project, and authorized the Chairman to sign. D. AIRPORT Request permission to enter into contract with David Greenlaw Construction in the amount of $36,292.06, for a metal roof replacement at Phoenix Metal Products located at the St. Lucie County International Airport — The Board approved the contract for the metal roof replacement at Phoenix Metal Products, Inc. to David Greenlaw Construction in the amount of $36,292.06, and requested the Chairman or designee to sign the contract as prepared by the County Attorney. E. GROWTH MANAGEMENT Permission to advertise and issue a Request for Qualifications (RFQ) for consultant work to assist in the preparation of the Evaluation and Appraisal Report (EAR) based comprehensive plan amendments — The Board approved to advertise and issue a Request for Qualifications (RFQ) in the assistance of adopting the EAR -based amendments of the Comprehensive Plan. 2. Request permission to advertise the developer agreement of Lennar Homes, LLC for the Silver Oaks Planned Unit Development — The Board authorized staff to advertise two Public Hearings. The first to be held on February 10, 2009 at 9 AM or as soon thereafter as possible, and the second on February 17, 2009 at 6 PM or as soon thereafter as possible. F. MANAGEMENT AND BUDGET Purchasing Division - Approval of bid waiver and ratification of emergency purchase orders from Tropical Strom Fay — The Board approved to: (1) Ratify the County Administrator's Order effective August 19, 2008 at 6:00 A.M.; (2) Approve the waiver of sealed bids as a result of the declared emergency; (3) Ratify the County Administrator's approval of the emergency purchase orders as attached. Purchasing Division - Board approval to reject all responses and re - advertise Request for Qualification 09-003; Professional Engineering Services -Traffic and Transportation — The Board approved rejecting all responses and approved to re -advertise the Request for Qualification 09- 003; Professional Engineering Services — Traffic and Transportation. 3. Purchasing Division - Board approval to award Invitation to Bid (ITB) Bid #09-007 Taylor Dairy Road and St. Lucie Boulevard Force Main FA Extension, Phase I, according to the attached tabulation of the lowest responsive, responsible bidder H & D Construction of Fort Pierce, Florida in the amount of $160,352.50 — The Board approved awarding Invitation to Bid (ITB) Bid #09-007 Taylor Dairy Road and St. Lucie Boulevard Force Main Extension, Phase I, according to the attached tabulation of the lowest responsive, responsible bidder H & D Construction of Fort Pierce, Florida in the amount of $160,352.50 and authorized the Chairman to sign the contract as prepared by the County Attorney. G. GRANTS Authorize the County Administrator to sign documents associated with the St. Lucie County Development Permit Application to allow for the National Navy UDT-SEAL Museum install a new sidewalk and memorial area — The Board authorized the County Administrator to sign any documents associated with the Development Permit Application for the new sidewalk and memorial area at the National Navy UDT-SEAL Museum. H. ECONOMIC DEVELOPMENT Request Board approval to accept the 1st Quarter Economic Development Council's report on the accomplishments in October, November and December 2008 as fulfilling the requirements of the contract — The Board approved the 1st quarter interim report by the EDC and the continued pursuit of economic growth in the County. END OF CONSENT AGENDA VII. PUBLIC HEARINGS A. COUNTY ATTORNEY Ordinance No. 09-003 (formerly No. 08-031) - Amending the Land Development Code to add the definition of Fall Radius; to amend Section 7.10.23(M)(1), Setbacks and Sections 7.10.23(N)(3), Separation Requirements for Telecommunications Tower Height General Requirements and Minimum Standards — Consider staff recommendation to adopt the attached Ordinance No. 09-003 and authorize the Chairman to sign the Ordinance. It was moved by Com. Grande, seconded by Com. Dzadovsky, to approve Ordinance No. 09-003, and; upon roll call, motion carried unanimously. END OF PUBLIC HEARINGS REGULAR AGENDA VIII. COUNTY ATTORNEY 3301 Cortez, Fort Pierce, FL — Unsightly and Unsanitary Conditions — Consider staff recommendation to authorize a 30 day notice be sent to the property owner ordering him to remove the unsightly and unsanitary conditions on the property or St. Lucie County will have it cleared and place a lien on the property. It was moved by Com. Grande, seconded by Com. Coward, to approve staff recommendation, and; upon roll call, motion carried unanimously. BOARD COMMENTS Com. Grande commented on the Rural Land Stewardship Program and stated he felt Growth Management needed to bring this issue to the Board for action. Com. Dzadovsky stated he would be amenable to discussing this issue at a workshop. Com. Coward stated he was reluctant to do anything today due to the fact the fifth Commissioner is not present. 3 Com. Coward commented on possibly negotiating with Wal-Mart Distribution Center regarding expansion of their distribution center for agricultural products rather than just dry goods. He asked the Board to provide direction to staff to investigate this possibility. Com. Grande stated we are sitting with half of a program in the Comp Plan and it would be hard for Consultant to guide a group through completion if we do not know what we have out there. Com. Coward stated he believed the program needed to be gutted or substantially changed due to so many problems and he agrees the program is problematic for the long term of St. Lucie County. The County Administrator stated this was an issue scheduled for joint meeting scheduled with the City. They were looking to have the City of Ft. Pierce join in the Charette or the planning process for the western lands giving there were issues with annexation and if the Board was inclined they would bring the scope of the RFP to an informal meeting. Com. Coward stated he believed they were confusing issues. He would like to discuss with the city the land use changes in the areas around the Research Park and not necessarily the more remote western areas. He does not believe the would want the city of Ft. Pierce involved at this point especially when there are more issues on the table i.e. annexation. Com. Coward asked if anyone wished to weigh in with the Wal-Mart issue so that staff could receive direction. The Board advised Com. Coward of their support on this issue. Com. Lewis recommended sending a letter. The County Administrator stated she would make the contact and follow up with a letter. There being no further business to be brought before the Board, the meeting was adjourned. Chairman Clerk of the Circuit Court 4 AGENDA REQUEST TO: BOARD OF COUNTY COMMISSIONERS ITEM NO, VI-B.1 DATE: January 27, 2009 REGULAR[] PUBLIC HEARING [] CONSENT [XX] PRESENTED BY: SUBMITTED BY(DEPT): County Attorney Katherine Mackenzie -Smith Assistant County Attorney SUBJECT: Drug Abuse Treatment Association, Inc. (D.A.T.A.) - Eleventh Amendment to June 12, 1990 Facilities Use Agreement BACKGROUND: FUNDS AVAILABLE: PREVIOUS ACTION: See attached memorandum RECOMMENDATION: Staff recommends that the Board approve the Eleventh Amendment to the June 12, 1990 Facilities Use Agreement between the county and D.A.T.A. and authorize the Chairman to sign the Amendment. COMMISSION ACTION: pc] APPROVED [ ] DENIED [ ] OTHER: Approved 5-0 CONCURRENCE: Faye W. Outlaw, MPA County Administrator 01 Review and Approvals County Attorney: / Management & Budget Purchasing: Daniel 5. McIntyre Originating Dept, Public Works Dir: County Er Finance: (Check for copy only, if applicable) Eff. 5/96 ELEVENTH AMENDMENT TO JUNE 12, 1990 FACILITIES USE AGREEMENT THIS ELEVENTH AMENDMENT is dated this day of , 2009, by and between ST. LUCIE COUNTY, a political subdivision of the State of Florida, hereinafter referred to as the "County", and DRUG ABUSE TREATMENT ASSN., INC., a Florida corporation, hereinafter referred to as "D.A.T.A.". WHEREAS, the parties entered into a Facilities Use Agreement on June 12, 1990 for the use of certain facilities referred to as the "Youth Hall"; and, WHEREAS, the parties have entered into a first amendment to the June 12, 1990 agreement to amend the description of the subject property to delete approximately seventy-four thousand eight hundred forty-four (74,844) square feet; and, WHEREAS, on July 28, 1992, the parties entered into a second amendment to the June 12, 1990 agreement to permit D.A.T.A. to install a portable classroom on the subject property; and, WHEREAS, on March 22, 1994, the parties entered into a third amendment to the June 12, 1990 Agreement to permit D.A.T.A. to install modular units to provide a day treatment program for juvenile offenders on the subject property pursuant to a contract with the Florida Department of Health and Rehabilitative Services, hereinafter referred to as "H.R.S."; and, WHEREAS, on February 22, 1996, the parties entered into the fourth amendment to the June 12, 1990 Agreement to permit D.A.T.A. to use the modular units to expand its juvenile drug and alcohol treatment programs and to extend the term of the Agreement through and including June 30, 1998 subject to the renewal of the contract with H.R.S. for in -patient substance abuse treatment for children with an additional one year option to renew the agreement upon the same terms and conditions, upon renewal of D.A.T.A.'s contract with H.R.S., as amended. 5:\ATTY\AGREEMNT\11a-bATA.wpd -1- WHEREAS, the parties have entered into amendments to the agreement to extend the term of the agreement for additional years through and including June 30, 2006 upon the same terms and conditions; and, WHEREAS, D.A.T.A. wishes to exercise its option to renew the agreement retroactive from July 1, 2006 through and including June 30, 2010 upon the same terms and conditions. NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree to amend the June 12, 1990 Agreement as follows: Paragraph 2. D.A.T.A. USE OF YOUTH HALL; TERM RENEWAL is hereby amended to read as follows: 2. D.A.T.A. USE OF YOUTH HALL; TERM; RENEWAL D.A.T.A. shall be considered the County's agent forthe sole purpose of providing supervision of County employees at the Youth Hall pursuant to the County's contract with H.R.S. for the period July 1, 1990 through the termination of said contract effective July 1, 1990. For the period beginning July 1, 1990, D.A.T.A. will commit to use the Youth Hall, including the personal property owned by the County as listed in the inventory attached hereto and incorporated herein as Exhibit "C" to provide in -patient substance abuse treatment for children pursuant to its contract with H.R.S. For the period January 1, 1995 through and including December 31, 1995, D.A.T.A. will also provide a day treatment program for juvenile offenders pursuant to its contract with H.R.S. The term of this Agreement shall be for the period July 1, 1990 through and including June 30, 2010, subject to the renewal of the contract with H.R.S., n/k/a Florida Department of Children and Families ("D.C.F."), for in -patient substance abuse treatment for children and may be renewed for an additional one (1) year period upon the same terms and conditions, upon renewal of D.A.T.A.'s contract with D.C.F., as amended. Either party may terminate this Agreement with or without cause, upon thirty (30) days prior written notice to the other party. 2. Except as amended herein, the remaining terms and conditions of the June 12, 1990 agreement, as previously amended, shall remain in full force and effect. IN WITNESS WHEREOF, the County has hereunto subscribed and D.A.T.A. has affixed his, its, or their names, or name, and seal the date aforesaid. 5:\ATTY\AGREEMNT\lla-DATAmpd - 2 ATTEST: BY: BOARD OF COUNTY COMMISSIONERS ST. LUCIE COUNTY, FLORIDA DEPUTY CLERK CHAIR APPROVED AS TO FORM AND CORRECTNESS: ATTEST: COUNTY ATTORNEY DRUG ABUSE TREATMENT ASSN., INC. BY: SECRETARY PRESIDENT (SEAL) 5:\ATTY\AGREEMNT\lla-DATA.wpd - 3 AGENDA REQUEST C6UNTY E L© R I 0 R '�, TO: BOARD OF COUNTY COMMISSIONERS SUBMITTED BY(DEPT): County Attorney ITEM NO. VI-8.2 CA DATE: January 27, 200$ REGULAR[] PUBLIC HEARING [] CONSENT [XX] PRESENTED BY: Daniel S. McIntyre SUBJECT: Road Impact Fee Credits -Consent to Assignment and Direction from Core Communities, LLC, et. al. to Tradition Community Development District No. 1 BACKGROUND, FUNDS AVAILABLE: PREVIOUS ACTION, See attached memorandum RECOMMENDATION: COMMISSION ACTION: Staff recommends that the Board authorize the Chair to sign the Consent to the Assignment and Direction set out above. [>c] APPROVED [ ] DENIED [ ] OTHER: Approved 5-0 CONCURRENCE: Faye W. Outlaw, MPA County Administrator Review and Approvals County Attorney: Management &Budget Purchasing. _ Daniel 5. McIntyre Originating Dept, Public Works Dir: County Eng.: Finance: (Check for copy only, if applicable) Eff. 5/96 INTER -OFFICE MEMORANDUM ST. LUCIE COUNTY, FLORIDA TO: Board of County Commissioners FROM: Daniel 5. McIntyre, County Attorney C.A. NO.: 09-051 DATE: January 16, 2009 SUBJECT: Road Impact Fee Credits - Consent to Assignment and Direction from Core Communities, LLC, et.al. to Tradition Community Development District No. 1 BACKGROUND: On October 16, 2007, the Board approved a Settlement Agreement including Impact Fee Credit Agreement with Core Communities, LLC and its affiliates. This Agreement allowed Core to assign the credits. The Settlement ultimately led to a court ruling in favor of the County in the impact fee litigation. Attached to this memorandum is a copy of a letter dated January 8, 2009 from Daniel B. Harrell, Esquire, concerning a proposed Assignment of Public Road Impact Fee Credits within the Tradition, Southern Grove and Western Grove developments of regional impact from the developer (Core) to Tradition District No. 1, a community development district (a local unit of special-purpose government created by Chapter 190, Florida Statutes). The proposed Assignment does not change the amount of the credit or the methodology for calculating the credit, but does provide for an assignment of the public credits to a unit of government and methodology to allocate the credits. From staff's perspective, the assignment of the credits to a unit of government and the identification of an allocation methodology are positive and do not negatively impact the County. RECOMMENDATION/CONCLUSION: Staff recommends that the Board authorize the Chair to sign the Consent to the Assignment and Direction set out above. Respectfully submitted, Daniers. M County Atti DSM/caf Attachment Law Offices of GONANO & HARRELL A PARTNERSHIP OF PROFESSIONAL ASSOCIATIONS ty ATTORNEYS AND COUNSELORS AT LAW RIVERSIDE NATIONAL BANK BUILDING DANIEL B. 1 DOUGLAS E. GONANO 1600 South Federal Highway, Suite 200 email: dharrell@gh-law.com Board Certified Real Estate Lawyer Fort Pierce, Florida 34950-5194 email: dgonano@gh-law.com Telephone (772) 464 - 1032 MOLLY L. ROTTINGHAUS Facsimile (772) 464 - 0282 mrottin haus law.com email: @�- g VIA ELECTRONIC TRANSMISSION AND U.S. MAIL January 8, 2009 Mr. Daniel S. McIntyre, Esquire St. Lucie County Attorney 2300 Virginia Avenue Fort Pierce, FL 34982 Re: Allocation of Road Impact Fee Credits Available from St. Lucie County under Settlement Agreement with Core Communities, LLC, and Affiliates (Tradition Community Development District Nos. 1-10 and Southern Grove Community Development District Nos. 1-6) Our File No. 1513-001 Dear Dan: Enclosed in connection with the above proposal to allocate County road impact fee credits within the Tradition, Southern Grove, and Western Grove developments of regional impact (collectively, the "Communities"), please find a proposed form of Assignment and Direction. By this instrument: • The Developer of the Communities would assign to Tradition Community Develop- ment District No. 1 all of the "Public Road Credits" (as defined) available under the Settlement Agreement between the County and the Developer. • Tradition District No. 1, for itself and the other Tradition Districts, would accept the Assignment and Direction for purposes of allocating the Public Road Credits to "Benefitted Properties" within the Communities in accordance with the Methodology that is attached as an exhibit to the instrument. • The Southern Grove Community Development Districts would each concur in the Assignment and Direction. • The County would consent to the Assignment and Direction. • Upon execution by or on behalf of all parties, Tradition District No. 1 would record the document, as required by the Settlement Agreement. TRA 1513001 Road Imp Fee Cr Alloc DSM 3rd LTR.wpd Mr. Daniel S. McIntyre, Esq. January 8, 2009 Page 2 A couple of additional notes concerning the process for Public Road Credit allocation once the Assignment and Direction is approved and the Methodology implemented: Tradition District No. 1 and the Developer will calculate the initial amount of the public road credits and insert that figure in the Assignment and Direction (see paragraph 2(b)) prior to execution. This number will be the initial Public Road Credits as set forth in the Methodology ($17,990,705, see page 5, Table 1), less any Road Credits previously assigned by the Developer. The Tradition and Southern Grove Districts have approved revisions to the procedure to provide for monthly (as apposed to quarterly) reports, and those changes are reflected in the Methodology that is attached to the Assignment and Direction. Regarding the approximately $20,000 of road impact fee payments made by Minto Town Park, LLC, after the effective date of the Settlement Agreement, once the Assignment and Direction becomes effective, Tradition District No. 1 will issue a Public Road Credit allocation certificate to Minto. In turn, Minto can then present the certificate to the County as a part of Minto's request for refund of post -Settlement Agreement road impact fee payments. Please review and advise if the proposed form of Assignment and Direction is acceptable. As soon as I receive your approval as to form, I will secure execution on behalf of the Tradition and Southern Grove Districts and the Developer, and present the original instrument to you with a request for authorization by the Board of County Commissioners to execute the consent. Thank you again for your cooperation please advise if you have any question. Daniel B. Harrell Attorney for Tradition Community Development District Nos. 1-10 and Southern Grove Community Development District Nos. 1-6 DBH/mm Enclosure cc: Members, Boards of Supervisors of Tradition and Southern Grove Districts Mr. Wes McCurry Mr. Wharton Berger Mr. Paul J. Fanning, Esq. Ms. Nancy Vogel Mr. Michael Arnold Ms. Denise J. Ganz, Esq. Dr. Henry H. Fishkind Mr. Robert W. Lawson, P.E. TRA 1513001 Road Imp Fee Cr Alloc DSM 3rd LTR.wpd This instrument prepared by (and return to) Daniel B. Harrell Gonano & Harrell Riverside National Bank Building 1600 S. Federal Highway, Suite 200 Fort Pierce, FL 34950-5194 (772) 464-1032 Ext. 1010 ASSIGNMENT AND DIRECTION THIS ASSIGNMENT AND DIRECTION is made FROM Core Communities, LLC, through its affiliates, Horizons St. Lucie Development, LLC, Horizons Acquisition 5, LLC, and Tradition Development Company, LLC, each a Florida limited liability company, their successors and assigns (collectively, the "Developer"), TO Tradition Community Develop- ment District No. 1 ("Tradition District No. 1"), a community development district organized and existing in accordance with Chapter 190, Florida Statutes, acting in accordance with the Amended and Restated District Development Interlocal Agreement dated as of April 8, 2008, and recorded in Official Records Book 2983, Page 1074, of the Public Records of St. Lucie County, Florida, as amended ("District Interlocal Agreement"), by and under delegated authority from each of the Districts (as defined in the District Interlocal Agreement, here, the "Tradition Districts"), WITH THE CONCURRENCE OF Southern Grove Community Development Dis- trict No. 1 ("SG District No. I"), Southern Grove Community Development District No. 2 ("SG District No. 2"), Southern Grove Community Development District No. 3 ("SG District No. 3"), Southern Grove Community Development District No. 4 ("SG District No. 4"), Southern Grove Community Development District No. 5 ("SG District No. 5"), Southern Grove Community De- velopment District No. 5A, (SG District No. 5A"), and Southern Grove Community Develop- ment District No. 6 ("SG District No. 6," and, collectively with SG District No. 1, SG District No. 2, SG District No. 3, SG District No. 4, SG District No. 5, and SG District No. 5A, the "SG Districts"), each a community development district organized and existing in accordance with Chapter 190, Florida Statutes. RECITALS A. In accordance with that certain Settlement Agreement Including Impact Fee Cre- dit Agreement dated October 16, 2007, by and between St. Lucie County, Florida ("County") and the Developer ("Settlement Agreement"), the County has or will make certain road impact fee credits ("Road Credits") available as a result of the construction of certain road improve- ments ("Road Improvements") and the donation of certain rights -of -way ("ROW Donations") in connection with development of the mixed -use communities known as "Tradition," "Southern Grove," and "Western Grove" (collectively, the "Communities"). B. The Road Credits are available for allocation solely to the developable properties located within the Communities ("Benefitted Properties"): the Benefitted Properties within the Tradition and Western Grove communities are located entirely within the geographical bounda- ries of the Tradition Districts, and the Benefitted Properties within the Southern Grove Commu- nity are located entirely within the geographical boundaries of the SG Districts. C. In accordance with the Settlement Agreement, in the event any of the Road Im- provements giving rise to Road Credits were, or in the future are, financed by a community de- TRA 1513001 Dev'r to CDD Road Imp Fee Cr ASN & DIR (V4).doc velopment district or special assessment district either directly or through acquisition from the Developer ("Public Road Credits"), such Public Road Credits may be assigned by the Developer, or granted directly by the County, to a public entity upon direction from the Developer by writ- ten instrument in recordable form ("Assignment and Direction"). D. The Settlement Agreement further provides that a public entity receiving an As- signment and Direction may allocate and assign Public Road Credits to persons and entities own- ing Benefitting Properties. E. The Developer and Tradition District No. 1, with the concurrence of the SG Dis- tricts, agree that all Public Road Credits that are currently or will in the future become available under the Settlement Agreement should be assigned to Tradition District No. 1 for allocation and assignment to owners of Benefitting Properties on a fair and uniform basis, in accordance with the Methodology for the Distribution of Impact Fee Credits to Benefiting Properties, dated July 7, 2008, a copy of which is attached as Exhibit A ("Methodology"). NOW, THEREFORE, in consideration of the mutual promises and other consideration contained herein, and intending to be legally bound hereby, the parties agree as follows: 1. Recitals. The recitals set forth above are true and correct and incorporated herein by reference. 2. Assignment of and Direction Regarding Public Road Credits. (a) The Developer hereby (i) assigns to Tradition District No. 1 any and all estate, right, title, interest, and claim whatsoever that the Developer has or may have to receive Public Road Credits from the County in accordance with the Settlement Agreement, and (ii) di- rects that all Public Road Credits that are or may become available to the Developer now or in the future as provided in the Settlement Agreement. be granted directly to Tradition District No. 1, such assignment of and direction regarding the Public Road Credits for purposes of enabling Tradition District No. 1 to allocate and assign such Public Road Credits, in accordance with the Methodology, to persons and entities owning Benefitting Properties. (b) As of the date of this Assignment and Dedication, the total amount of the Public Road Credits hereby assigned to Tradition District No. 1 is $ (c) The Developer, for itself and its successors and assigns, agrees to execute such further instruments as may be reasonably required to evidence the amount(s) of Public Road Credits that in the future may become available to the Developer and that are hereby assigned to Tradition District No. 1. (d) This Assignment and Direction is undertaken by the Developer without any representation or warranty to Tradition District No. 1 concerning the estate, right, title, inter- est, or claim that the Developer has or may have to receive Public Road Credits from the County in accordance with the Settlement Agreement. 3. Effective Date. This Assignment and Direction shall become effective upon the last date of execution by or on behalf of (a) the Developer, granting such Assignment and Direc- TRA 1513001 Dev'r to CDD Road Imp Fee Cr ASN & DIR (V4).doc tion, (b) Tradition District No. 1, accepting the Assignment and Direction, (c) each of the SG Districts, acknowledging concurrence in the Assignment and Direction, and (d) the County, ac- knowledging its consent to the Assignment and Direction. 4. Recording. Upon execution by all parties as provided above, the original of this Assignment and Direction shall be recorded by Tradition District No. 1 in the Public Records of St. Lucie County, Florida. DATED this day of Witnesses Print Name: Print Name: STATE OF FLORIDA COUNTY OF The foregoing me, or ❑ has produced did not take an oath. [Notary Seal] 2009. CORE COMMUNITIES, LLC By: Print Name: Title: instrument was acknowledged before me this day of 2009, by , as of Core Communities, LLC. He/she ❑ is personally known to as identification and ❑ did ❑ Notary Public -State of Florida Print Name: My commission expires: TRA 1513001 Dev'r to CDD Road Imp Fee Cr ASN & DIR (V4).doc 3 Witnesses Print Name: Print Name: STATE OF FLORIDA COUNTY OF HORIZONS ACQUISITION 5, LLC By: Print Name: Title: The foregoing instrument was acknowledged before me this day of to me, or ❑ has produced ❑ did not take an oath. [Notary Seal] 2009, by , as of Horizons Acquisition 5, LLC. He/she ❑ is personally known as identification and ❑ did Notary Public -State of Florida Print Name: My commission expires: TRA 1513001 Dev'r to CDD Road Imp Fee Cr ASN & DIR (V4).doe 4 Witnesses Print Name: Print Name: STATE OF FLORIDA COUNTY OF HORIZONS ST. LUCIE DEVELOPMENT, LLC By: Print Name: Title: The foregoing instrument was acknowledged before me this _ day of 2009, by as of Horizons St. Lucie Development, LLC. He/she ❑ is personal- ly known to me, or ❑ has produced as identification and ❑ did ❑ did not take an oath. [Notary Seal] Notary Public -State of Florida Print Name: My commission expires: TRA 1513001 Dev'r to CDD Road Imp Fee Cr ASN & D1R (V4).doc 5 Witnesses Print Name: Print Name: STATE OF FLORIDA COUNTY OF TRADITION DEVELOPMENT COMPANY, LLC By: Print Name: Title: The foregoing instrument was acknowledged before me this day of 2009, by as of Tradition Development Company, LLC. He/she ❑ is personal- ly known to me, or ❑ has produced as identification and ❑ did ❑ did not take an oath. [Notary Seal] Notary Public -State of Florida Print Name: My commission expires: TRA 1513001 Dev'r to CDD Road Imp Fee Cr ASN & DIR (V4).doc 6 ACCEPTANCE OF ASSIGNMENT AND DIRECTION Tradition Community Development District No. 1 hereby accepts the foregoing (a) as- signment from the Developer of any and all right, title, and interest that the Developer has or may have to receive Public Road Credits from the County in accordance with the Settlement Agreement, and (b) direction from the Developer that Tradition District No. 1 receive all Public Road Credits that are or may become available to the Developer now or in the future as provided in the Settlement Agreement, such assignment of and direction regarding the Public Road Credits for purposes of enabling Tradition District No. 1 to allocate and assign such Public Road Credits, in accordance with the Methodology, to persons and entities owning Benefitting Properties. DATED this day of , 2009. ATTEST: Secretary TRADITION COMMUNITY DEVELOPMENT DISTRICT NO. 1 M. JAMES H. ANDERSON Chairman, Board of Supervisors STATE OF FLORIDA COUNTY OF ST. LUCIE The foregoing instrument was acknowledged before me this day of , 2009, by James H. Anderson, as Chairman of the Board of Supervi- sors of the Tradition Community Development District No. 1. He ❑ is personally known to me, or ❑ has produced as identification and ❑ did ❑ did not take an oath. [Notary Seal] Notary Public -State of Florida Print Name: My commission expires: TRA 1513001 Dev'r to CDD Road Imp Fee Cr ASN & DIR (V4).doc CONCURRENCE OF SG DISTRICTS Southern Grove Community Development District No. 1, Southern Grove Commu- nity Development District No. 2, Southern Grove Community Development District No. 3, Southern Grove Community Development District No. 4, Southern Grove Community De- velopment District No. 5, Southern Grove Community Development District No. 5A, and Southern Grove Community Development District No. 6 hereby concur in the foregoing (a) assignment from the Developer to Tradition District No. 1 of any and all right, title, and interest that the Developer has or may have to receive Public Road Credits from the County in accor- dance with the Settlement Agreement, and (b) direction from the Developer that Tradition Dis- trict No. 1 receive all Public Road Credits that are or may become available to the Developer now or in the future as provided in the Settlement Agreement, such assignment of and direction regarding the Public Road Credits for purposes of enabling Tradition District No. 1 to allocate and assign such Public Road Credits, in accordance with the Methodology, to persons and enti- ties owning Benefitting Properties. DATED this day of ATTEST: Secretary STATE OF FLORIDA COUNTY OF ST. LUCIE 2009. SOUTHERN GROVE COMMUNITY DEVELOPMENT DISTRICT NO.1 IN JAMES H. ANDERSON Chairman, Board of Supervisors The foregoing instrument was acknowledged before me this day of , 2009, by James H. Anderson, as Chairman of the Board of Supervi- sors of the Southern Grove Community Development District No. 1. He ❑ is personally known to me, or ❑ has produced ❑ did not take an oath. [Notary Seal] as identification and ❑ did Notary Public -State of Florida Print Name: My commission expires: TRA 1513001 Dev'r to CDD Road Imp Fee Cr ASN & DIR (V4).doc ATTEST: Secretary STATE OF FLORIDA COUNTY OF ST. LUCIE SOUTHERN GROVE COMMUNITY DEVELOPMENT DISTRICT NO.2 IC JAMES H. ANDERSON Chairman, Board of Supervisors The foregoing instrument was acknowledged before me this day of , 2009, by James H. Anderson, as Chairman of the Board of Supervi- sors of the Southern Grove Community Development District No. 2. He ❑ is personally known to me, or ❑ has produced as identification and O did ❑ did not take an oath. [Notary Seal] ATTEST: Secretary STATE OF FLORIDA COUNTY OF ST. LUCIE Notary Public -State of Florida Print Name: My commission expires: SOUTHERN GROVE COMMUNITY DEVELOPMENT DISTRICT NO.3 IC JAMES H. ANDERSON Chairman, Board of Supervisors The foregoing instrument was acknowledged before me this day of , 2009, by James H. Anderson, as Chairman of the Board of Supervi- sors of the Southern Grove Community Development District No. 3. He ❑ is personally known to me, or ❑ has produced as identification and ❑ did ❑ did not take an oath. [Notary Seal] Notary Public -State of Florida Print Name: My commission expires: TRA 1513001 Dev'r to CDD Road Imp Fee Cr ASN & DIR (V4).doc 9 ATTEST: Secretary STATE OF FLORIDA COUNTY OF ST. LUCIE SOUTHERN GROVE COMMUNITY DEVELOPMENT DISTRICT NO.4 In JAMES H. ANDERSON Chairman, Board of Supervisors The foregoing instrument was acknowledged before me this day of , 2009, by James H. Anderson, as Chairman of the Board of Supervi- sors of the Southern Grove Community Development District No. 4. He ❑ is personally known to me, or ❑ has produced as identification and ❑ did ❑ did not take an oath. [Notary Seal] ATTEST: Secretary STATE OF FLORIDA COUNTY OF ST. LUCIE Notary Public -State of Florida Print Name: My commission expires: SOUTHERN GROVE COMMUNITY DEVELOPMENT DISTRICT NO.5 JAMES H. ANDERSON Chairman, Board of Supervisors The foregoing instrument was acknowledged before me this day of , 2009, by James H. Anderson, as Chairman of the Board of Supervi- sors of the Southern Grove Community Development District No. 5. He ❑ is personally known to me, or ❑ has produced as identification and ❑ did ❑ did not take an oath. [Notary Seal] Notary Public -State of Florida Print Name: My commission expires: TRA 1513001 Dev'r to CDD Road Imp Fee Cr ASN & DIR (V4).doc 10 ATTEST: Secretary STATE OF FLORIDA COUNTY OF ST. LUCIE SOUTHERN GROVE COMMUNITY DEVELOPMENT DISTRICT NO.5A JAMES H. ANDERSON Chairman, Board of Supervisors The foregoing instrument was acknowledged before me this day of , 2009, by James H. Anderson, as Chairman of the Board of Supervi- sors of the Southern Grove Community Development District No. 5A. He ❑ is personally known to me, or ❑ has produced as identification and ❑ did ❑ did not take an oath. [Notary Seal] ATTEST: Secretary STATE OF FLORIDA COUNTY OF ST. LUCIE Notary Public -State of Florida Print Name: My commission expires: SOUTHERN GROVE COMMUNITY DEVELOPMENT DISTRICT NO.6 JAMES H. ANDERSON Chairman, Board of Supervisors The foregoing instrument was acknowledged before me this day of , 2009, by James H. Anderson, as Chairman of the Board of Supervi- sors of the Southern Grove Community Development District No. 6. He ❑ is personally known to me, or ❑ has produced as identification and ❑ did ❑ did not take an oath. [Notary Seal] Notary Public -State of Florida Print Name: My commission expires: TRA 1513001 Dev'r to CDD Road Imp Fee Cr ASN & DIR (V4).doc ] I CONSENT OF ST. LUCIE COUNTY St. Lucie County, Florida, a political subdivision of the State of Florida, does hereby consent to the foregoing (a) assignment from the Developer to Tradition District No. 1 of any and all right, title, and interest that the Developer has or may have to receive Public Road Credits from the County in accordance with the Settlement Agreement, and (b) direction from the De- veloper that Tradition District No. 1 receive all Public Road Credits that are or may become available to the Developer now or in the future as provided in the Settlement Agreement, such assignment of and direction regarding the Public Road Credits for purposes of enabling Tradition District No. 1 to allocate and assign such Public Road Credits, in accordance with the Methodol- ogy, to persons and entities owning Benefitting Properties. DATED this day of , 2009. ATTEST: Clerk STATE OF FLORIDA COUNTY OF ST. LUCIE BOARD OF COUNTY COMMISSIONERS ST. LUCIE COUNTY, FLORIDA PAULA A. LEWIS, Chair Approved as to Form and Correctness: Daniel S. McIntyre County Attorney The foregoing instrument was acknowledged before me this day of 2009, by Paula A. Lewis, as Chair of the Board of County Commis- sioners of St. Lucie County. She ❑ is personally known to me, or ❑ has produced as identification and ❑ did ❑ did not take an oath. [Notary Seal] Notary Public -State of Florida Print Name: My commission expires: TRA 1513001 Dev'r to CDD Road Imp Fee Cr ASN & DIR (V4).doc 12 10:4:10►1v94" METHODOLOGY FOR THE DISTRIBUTION OF IMPACT FEE CREDITS TO BENEFITING PROPERTIES DATED JULY 7, 2008 TRA 1513001 Dev'r to CDD Road Imp Fee Cr ASN & DIR (V4).doc 13 DISTRIBUTION OF IMPACT FEE CREDITS TO BENEFITING PROPERTIES July 7, 2008 Prepared for Board of Supervisors Tradition Community Development Districts Nos. 1-10 Southern Groves Community Development Districts Nos. 1-6 Prepared by Fishkind & Associates, Inc. 12051 Corporate Boulevard Orlando, Florida 32817 407-382-3256 DISTRIBUTION OF IMPACT FEE CREDITS TO BENEFITING PROPERTIES TRADITION COMMUNITY DEVELOPMENT DISTRICTS NO. 1-10 SOUTHERN GROVES COMMUNITY DEVELOPMENT DISTRICTS NO. 1-6 1.0 Introduction This report provides a methodology to distribute Public Credits (hereinafter defined) to Benefiting Properties (hereinafter defined) within Tradition Community Development Districts No. 1-10 (the "Tradition Districts") and Southern Grove Community Development District Nos. 1-6 (the Southern Grove Districts [ and collectively with the Tradition Districts, the "CDDs"). It should be noted that the boundaries of Southern Grove Community Development District No. 5 and Southern Grove Community Development District No. 5A are coterminous and that it is anticipated that these two districts will be merged, with Southern Grove Community Development District No. 5A being the surviving district and changing its name to Southern Grove Community Development District No. 5. Accordingly, for purposes of this methodology, it is assumed that the merger will occur as anticipated. St. Lucie County, Florida (the "County") has adopted its Roads Impact Fee Ordinance ("Ordinance") that imposes impact fees for roadway improvements on certain types of development activity throughout the County. Core Communities LLC ("Core"), along with its land-owning affiliates (collectively the "Developer'), are the original developers of the lands known as Tradition, Western Grove, and Southern Grove (collectively the "Communities"). Development within the Communities is subject to road impact fees under the Ordinance. The Credits (as defined below) are the result of a settlement between Core and the County pursuant to that certain Settlement Agreement Including Impact Fee Credit Agreement ("Agreement") on October 16, 2007. Under the Agreement the County has made or will make certain road impact fee credits ("Credits") available as a result of the construction of certain road improvements ("Road Improvements") and right-of-way donations ("ROW Donations") in connection with the development of the Communities. Distribution of Impact Fee Credits Page 1 of 9 The Credits are available for allocation solely to developable properties in the Communities ("Benefited Properties"). The Benefited Properties within Tradition and Western Grove are located completely within the boundaries of the Tradition Districts. The Benefited Properties located in Southern Grove are located solely within the Southern Grove Districts. Certain of the Road Improvements are or will be financed, directly or indirectly, by: (1) The Tradition Districts, through the issuance of special assessment bonds, for the construction of Road Improvements in connection with development of the Benefited Properties in their boundaries, (2) The Southern Grove Districts, through the issuance of special assessment bonds, for the construction of Roadway Improvements in connection with development of the Benefited Properties in their boundaries, and (3) The City of Port St. Lucie, Florida ("City"), through the issuance of special assessment bonds by one or more special assessment districts ("SADs") established by the City for lands within the Communities, for the construction of Road Improvements in connection with development of various portions of the Communities. As of the date hereof, Tradition Community Development District No. 1, on behalf of itself and certain other of the Tradition Districts, has issued special assessment bonds (the "2003 Bonds") to finance various public infrastructure improvements, including Road Improvements (the "2003 Project") for the benefit of certain Benefited Properties in the Tradition Districts (the "2003 Project Area"). Benefited Properties in the 2003 Project Area are currently subject to non -ad valorem special assessments levied to pay debt service on the 2003 Bonds (the "2003 Assessments"). It is anticipated that Tradition Community Development District No. 1 will issue special assessment bonds in the future (the "Future Bonds") to finance additional public infrastructure improvements, including Road Improvements (the "New CIP Project'), for the benefit of certain Benefited Properties in the Tradition Districts (the "New CIP Area") and such Benefited Properties will be subject to non -ad valorem special assessments levied to pay debt service on the Future Bonds (the "New CIP Assessments"). In addition, the City has established the first of the SADs ("SAD 1 "), which has issued bonds (the "2007 SAD Bonds") to finance public infrastructure improvements, including Road Improvements, for the benefit of Benefited Properties in the Southern Grove Districts, which Benefited Properties will be subject to non -ad valorem special assessments levied to pay debt service on the 2007 SAD Bonds (the "SAD 1 Assessments"). The City may issue additional bonds through SAD 1 or other SADs in the future to fund future phases of development within Southern Grove. Distribution of Impact Fee Credits Page 2 of 9 2.0 Overview of the Agreement 2.1 Public Credits Under the Agreement, Credits may be available as a result of Road Improvements financed, directly or indirectly, by the Tradition Districts and the Southern Grove Districts (the "CDD Credits") and by the SADs (the "SAD Credits" and together with the CDD Credits, the "Public Credits") pursuant to the Agreement. Furthermore, the Credits generated by Roadway Improvements financed by the Developer, ROW Donations conveyed by the Developer, or other non Public Credits are deemed "Private Credits". 2.2 Prior Payments of Impact Fees to the County Some property owners in the Tradition Districts have paid roadway impact fees to the County prior to the Agreement, which was entered into on October 16, 2007 ("Settlement Date"). The Agreement provides that payments made prior to the Settlement Date are not subject to reimbursement or to Credits. Therefore, this report focuses only on establishing a fair and uniform process to allocate Public Credits among all Benefited Properties subsequent to the Settlement Date as provided for under the Agreement. 2.3 Initial Credits Under the Agreement the County will grant total Credits in the amount of $22,217,317 as a result of the installation of $58,544,249 of Road Improvements by Core and Tradition Community Development District No. 1 in connection with the 2003 Project ("Initial Credits"). As a result, Core will assign a portion of the $22,217,317 in Credits ("Initial Credits") to the Tradition Districts representing the Tradition Districts' share of the improvement costs as described below. 2.4 Additional Credits The Agreement also includes Credits for future Road Improvements installed, or right of way donations made, by Core, the Tradition Districts, the Southern Groves Districts, or the SADs upon recognition of actual engineering and construction costs incurred and right of way dedications made ("Additional Credits"). Distribution of Impact Fee Credits Page 3 of 9 2.5 Determination of Public Credits The Developer on the one hand and the Tradition Districts and Southern Grove Districts on the other hand (through their designated representative Tradition Community Development District No. 1), shall reach an agreement upon: (A) The portion of the Initial Credits that are Public Credits (which agreement shall be in the form of an "Assignment", as defined in the Agreement, of such initial Public Credits) and (B) The portion of the Additional Credits that will be acknowledged as Public Credits (which agreement shall be in the form of a "Direction", as defined in the Agreement, of such additional Public Credits). 3.0 Allocation Methodology for Public Credits 3.1 Overview The purpose of the allocation methodology is to provide a fair and equitable procedure for distributing Public Credits to Benefited Properties. The 2003 Project funded by the 2003 Bonds included a portion of the Road Improvements, and Benefiting Properties in the 2003 Project Area were allocated debt and are subject to the 2003 Assessments. Other Benefited Properties in the New CIP Area will be subject to the New CIP Assessments as a result of Future Bonds issued by Tradition Community Development District No. 1 in connection with the New CIP, which will include Road Improvements. SAD No. 1 has issued its 2007 SAD Bonds to fund a portion of infrastructure needed to support development in Southern Grove, including Road Improvements, and the Benefited Properties in the Southern Grove Districts were allocated debt and are subject to the SAD 1 Assessments. Furthermore, in the future SADs are expected to issue additional debt to fund future components of the Road Improvements and to subject Benefited Properties in Southern Grove to non -ad valorem special assessments in connection with such improvements. These activities have generated initial Public Credits and will generate Additional Public Credits. Under the Ordinance the development of properties in the CDDs requires payment of road impact fees to the County. Without a distribution of the Public Credits Benefited Properties would be assessed impact fees by the County and pay special assessments to the CDDs or to the SADs to pay for their share of the Road Improvements more than one time. To avoid this, Tradition Community Development District No. 1, acting on behalf of itself and for the other CDDs and the SADs, will distribute the Public Credits available to the Benefited Properties in a fair and equitable fashion. Distribution of Impact Fee Credits Page 4 of 9 3.2 Estimated Value of Public Credits and the Projected Liability for Impact Fees Table 1 provides an estimate of the total Credits available under the Agreement. The Credits consist of Initial Credits in the amount of $22,217,317 as per the Agreement. Of this total $17,990,705 are Public Credits and the balance are Private Credits arising from activities of the Developer. Additional Credits were estimated based upon two sources. One source is from the plan for the New CIP for the New CIP Area approved by Tradition Community Development District No. 1 and the Tradition Districts with Benefited Properties in the New CIP Area. This infrastructure is planned to be installed over time. It is assumed that 31 % of the New CIP roadway costs will qualify as Road Improvements giving rise to Additional Credits under the Agreement based on representations from the District Engineer. The second source flows from the City's SAD No. 1 which issued its 2007 SAD Bonds to fund Road Improvements and other infrastructure. The estimate in Table 1 is based on Table 8 of the Engineer's Report shown as Appendix #1 in the Offering Statement for the 2007 SAD Bonds, estimated at 31 % of cost as per the Agreement. The total value of the Public Credits is projected to total almost $91 million. Table 1. Total Credits Initial Credits I Cost of Road Credits CDD Constructed Improvements SAD Constructed Improvements Subtotal Initial Public Credits Core Constructed Improvements Subtotal Initial Credits Additional Public Credits Tradition New CIP Subtotal Additional Public Credits Total Public Credits $21,420,015 $6,640,205 $23,500,000 $11,350,500 $44,920,015 $17,990,705 $13,634,234 $4,226,613 $58,554,249 $22,217,317 $135,642,211 $42,049,085 $99,568,183 $30,866,137 $235,210,394 $72,915,222 -------------------- -------------------- $280,130,409 $90,905,927 Distribution of Impact Fee Credits Page 5 of 9 3.3 Estimated Liability for Impact Fees under the Ordinance As noted above, development in the CDDs will create liabilities for Benefited Properties for impact fees due under the Ordinance. Table 2 provides projections for the volume of development entitled in the Communities and the amount built to date. The total remaining development is subject to road impact fees under the Ordinance. Table 2. Future Development in the Communities Land Use Total Entitled Total Built Total Remaining Residential (units) 14,414 1,995 12,419 Multifamily (units) 3,925 404 3,521 Commercial (SF) 3,205,477 612,616 2,592,861 Research/Office (SF) 3,619,711 0 3,619,711 Industrial (SF) 1,999,405 0 1,999,405 Hotel (Rooms) 800 0 800 Hospital (Beds) 200 0 200 In Table 3 the liability for future impact fees payable under the Ordinance is estimated as the product of the remaining volume of development from Table 2 and the current impact fee schedule under the Ordinance. The total liability is projected at just over $48 million based on the current impact fee schedule in the Ordinance and the remaining development entitled in the Communities. Table 3. Estimated Liability for Impact Fees Due Under the Ordinance Land Use Total Remaining Impact Fee Total Liability Residential (units) 12,419 $2,186 $27,147,934 Multifamily (units) 3,521 $1,593 $5,608,953 Commercial (SF) 2,592,861 $2,689 $6,972,203 Research/Office (SF) 3,619,711 $1,337 $4,839,554 Industrial (SF) 1,999,405 $490 $979,708 Hotel (Rooms) 800 $2,071 $1,656,800 Hospital (Beds) 200 $5,043 $1,008,600 Total Impact Fees $48,213,752 Distribution of Impact Fee Credits Page 6 of 9 3.4 Discussion Based upon the best data available, the projected value of the Public Credits is almost two times more than the expected liability for impact fees under the Ordinance. Over time it is likely that the County will increase its road impact fees under the Ordinance. Furthermore, it is also likely that the development program for the remaining entitlements will change as the Developer responds to market conditions. However, under any reasonable set of assumptions it is highly likely that the value of Public Credits will exceed the future liability for road impact fees payable under the Ordinance. The Road Improvements that give rise to the Public Credits have been or will be financed by the issuance of special assessment bonds. All of the Benefited Properties are or will be subject to special assessments that are or will be fairly equivalent, throughout the Communities, in contributing to the costs of such creditable Road Improvements. A single public entity could best administer a fair and uniform allocation of all of the Public Credits among all of the Benefited Properties throughout the Communities. Therefore, it is reasonable for the CDDs to have Tradition Community Development District No. 1 represent the CDDs and act as the administrator for the Public Credits. There is no particular benefit to any one District or any one of the Communities to act on its own. Rather, by pooling the Public Credits and the allocating those to Benefited Properties the CDDs are most likely to have sufficient Public Credits to offset 100% of the liability arising from the Ordinance. Furthermore there are significant economies of scale available to the CDDs by having Tradition Community Development District No. 1 act for all of the CDDs keeping just one set of administrative records. 4.0 Recommendations Based on the analysis and discussion above, it is recommended that Tradition Community Development District No. 1 act as the administrator for the Public Credits under the Agreement. The CDDs would then consider entering into an agreement whereby District No. 1 could act on their behalf. It is proposed that Public Credits be allocated to Benefited Properties on a first - come first -served basis. The property owner will apply to District No. 1 for Public Credits sufficient to offset the County impact fees for roads that would otherwise by due and owing. District No. 1 will administer a program whereby the County will recognize District No. 1 as the agent for all landowners in the CDDs with respect to Public Credits under the Agreement. The District's Attorney has developed a set of procedures to administer the program. These are provided in Appendix #1. Distribution of Impact Fee Credits Page 7 of 9 PROCEDURE FOR ADMINISTERING ROAD IMPACT FEE CREDITS GRANTED BY ST. LUCIE COUNTY AND RESULTING FROM PUBLICLY -FINANCED ROAD IMPROVEMENTS St. Lucie County, Florida ("County"), has adopted a Roads Impact Fee Ordinance ("Ordinance") that imposes road impact fees upon certain development activities throughout the County. Core Com- munities, LLC, together with its land-owning affiliates (collectively, the "Developer"), are the original developers of the mixed -use developments known as "Tradition," "Southern Grove," and "Western Grove" (collectively, the "Communities"). Development within the Communities is subject to road im- pact fees imposed by the County under the Ordinance. In resolution of certain litigation between them, the County and the Developer have entered a Settlement Agreement with respect to road impact fees that may become due as a result of develop- ment within the Communities. Under the Settlement Agreement, the County has or will make certain road impact fee credits ("Road Credits") available as a result of the construction of various road im- provements ("Road Improvements") and right-of-way donations ("ROW Donations") in connection with development of the Communities. The Road Credits are available for allocation solely to the developable properties located within the Communities ("Benefited Properties"). The Benefited Properties within the Tradition and Western Grove Communities are located entirely within the geographical boundaries of the Tradition Community Development Districts ("Tradition Districts"); the Benefited Properties within the Southern Grove Com- munity are located entirely within the geographical boundaries of the Southern Grove Community De- velopment Districts ("SG Districts"). The Tradition and SG Districts have determined that: • Road Credits resulting from Road Improvements financed, directly or indirectly, by pub- lic entities must be allocated among all Benefited Properties on a fair and uniform basis. • A fair and uniform allocation of Public Road Credits (defined below) necessitates adop- tion of both (1) an allocation methodology (described below) and (2) a detailed proce- dure, set forth here ("Procedure"), under which a single public entity is responsible for administering such allocations. • The public entity that should be responsible for administering this Procedure is Tradition District No. 1. I. Initial Amount of Road Credits; Additions; Prior County Road Impact Fee Payments A. Initial Road Credits. Under the Settlement Agreement, the total Road Credits granted for allocation to the Benefited Properties was $22,217,317.13 ("Initial Road Credits"). B. Additional Road Credits. The Settlement Agreement also provides for the grant of addi- tional Road Credits for future Road Improvements and ROW Donations upon County recognition of actual engineering and construction costs incurred and right-of-way dedications made ("Addi- tional Road Credits"). C. Prior Payments. The Settlement Agreement further provides that road impact fees paid to the County prior to its date (October 16, 2007, the "Settlement Date") are not subject to reimbursement. Therefore, this Procedure cannot address road impact fees paid to the County prior to the Settlement Date, but instead establishes a fair and uniform process for allocating Public Road Credits (defined below) among all Benefited Properties that may be subject to de- velopment subsequent to the Settlement Date. 11. Public Road Credits A. Certain of the Road Improvements are or will be financed, directly or indirectly, by: (1) The Tradition Districts, through the issuance of special assessment bonds, for the construction of Road Improvements in connection with development of the Tradi- tion and Western Grove Communities, (2) The SG Districts, through the issuance of special assessment bonds, for the con- struction of Road Improvements in connection with development of the Southern Grove Community, and (3) The City of Port St. Lucie ("City'), through the issuance of bonds by one or more special assessment districts ("SADs") established by the City for lands within the Com- munities, for the construction of Road Improvements in connection with development of various portions of the Communities. B. The Settlement Agreement recognizes that Road Credits available as a result of Road Improvements financed, directly or indirectly, by the Tradition Districts and the SG Districts (col- lectively, the "CDD Road Credits"), and by the SADs ("SAD Road Credits," and, together with the CDD Road Credits, the "Public Road Credits"), are to be granted to or recognized as held by the respective public entity. C. The Developer, on the one hand, and the Tradition and SG Districts, on the other (through their designated representative Tradition District No. 1), shall reach agreement upon: (1) The portion of the Initial Road Credits that are Public Road Credits (which agreement shall be in the form of an "Assignment," as defined in the Settlement Agreement, of such initial Public Road Credits), and (2) The portion of Additional Road Credits that will be acknowledged as Public Road Credits (which agreement shall be in the form of a "Direction," as defined in the Settle- ment Agreement, regarding such additional Public Road Credits). 2 III. Allocation of Public Road Credits; Methodology; Desianated Administrator A. Methodology. The Tradition and SG Districts have directed the preparation of a metho- dology ("Methodology') for the fair and uniform allocation of the Public Road Credits among all Benefited Properties. Among other determinations, the Methodology concludes that: (1) The total of the Public Road Credits available, when considering both the Initial Road Credits and the Additional Road Credits, will exceed the anticipated future County road impact fee "liability" within the Communities (i.e., the total Public Road Credits will be greater than the total County road impact fees that will become due as a result of development within the Communities subsequent to the Settlement Date). (2) As noted in paragraph ILA above, the Road Improvements that give rise to the Public Road Credits have been or will be financed by the issuance of special assessment bonds. All of the Benefited Properties are or will be subject to special assessments that are or will be fairly equivalent, throughout the Communities, in contributing to the costs of such creditable Road Improvements. (3) In consideration of the conclusions described in paragraphs III.A (1) and (2), all of the Public Road Credits should be allocated to the Benefited Properties on a first - come, first -served basis. (4) A single public entity could best administer a fair and uniform allocation of all of the Public Road Credits among all of the Benefited Properties throughout the Communi- ties. B. Designated Administrator. Tradition District No. 1 shall be designated the single public entity responsible for administering the allocation of all Public Road Credits among all of the Be- nefited Properties throughout the Communities, and in accordance with the Methodology, as follows: (1) Tradition Districts Road Credits. The Amended and Restated District Interlocal Agreement dated April 8, 2008, among the Tradition Districts, delegates to Tradition District No. 1 responsibility for such matters as the fair and uniform allocation of Public Road Credits among Benefited Properties within the Tradition and Western Grove Communities. Therefore, Tradition District No. 1 will be the designated administrator of CDD Road Credits arising from Road Improvements financed by the Tradition Districts. (2) SG Districts Road Credits. The SG Districts will assign to Tradition District No. 1, for consolidated allocation with other Public Road Credits, all CDD Road Credits arising from Road Improvements financed by the SG Districts. The assignment from the SG Dis- tricts to Tradition District No. 1 may be incorporated into the initial Assignment from the Developer described in paragraph II.C(1) above. C. SAD Road Credits. Tradition District No. 1, in cooperation with the Developer, will seek from the County recognition that Tradition District No. 1 may also administer the allocation of the SAD Road Credits among the Benefited Properties throughout the Communities, on a consolidated basis with the other Public Road Credits (i.e., the CDD 3 Road Credits arising from Road Improvements financed by the Tradition and SG Dis- tricts). IV. Administration of Public Road Credit Allocation Process A. Allocation Process. As described in paragraph III.A above, the Methodology will estab- lish the basis and means of allocating all of the Public Road Credits among all of the Benefited Properties throughout the Communities. This Procedure sets forth the process under which Tradition District No. 1 shall administer the allocation of Public Road Credits consistent with the Methodology. B. Application for Allocation of Public Road Credits. Any landowner within the Communi- ties may seek an allocation of the Public Road Credits by filing an application ("Application") with Tradition District No. 1. (1) The Application must be in substantially the form attached as Exhibit I, and must be accompanied by a copy of the building permit for the project (residential unit or non- residential facility) for which an allocation of Public Road Credits is sought. (2) The Application must include the legal description and Property Appraiser tax identification number for the specific real property ("Applicant Parcel") for which the applicant seeks an allocation of Public Road Credits. (3) The Application must specify the Public Road Credit amount sought, based upon the current County road impact fee schedule for the type and size of project involved. (4) The Application must be signed by the landowner of record, but may be pre- sented by an agent for the landowner (e.g., building contractor). (5) If the applicant requires confirmation of County receipt and acceptance of the Public Road Credit allocation, the applicant must also provide two stamped, self- addressed envelopes by which Tradition District No. 1 can transmit, when available, cop- ies of: (a) The Monthly Report (defined below) on which the Public Road Credit al- location to the Applicant Parcel is reported to the County, and (b) The Release (defined below) releasing the Applicant Parcel from County road impact fee obligations arising under the Ordinance. C. Certification of Public Road Credit Allocation. Following acceptance of the Application and verification of its contents, Tradition District No. 1 shall provide to the landowner a certifi- cate of Public Road Credit allocation ("Certificate"), in substantially the form attached as Exhibit II, certifying the amount of Public Road Credit allocated to the Applicant Parcel. D. Monthly Report to County. At the end of each calendar month (each a "Reporting Pe- riod"), Tradition District No. 1 shall provide to the County a report of Public Road Credit alloca- 4 tions (each a "Monthly Report"), in substantially the form attached as Exhibit III, including the following information and records: (1) The balance of Public Road Credits remaining at the end of the immediately prior Reporting Period, as reflected on the immediately prior Monthly Report. (2) The number of building permits, by development type or category, for which applicants have filed Applications for allocations of Public Road Credits during the cur- rent Reporting Period. (3) The amount of Public Road Credits allocated to Applicant Parcels during the cur- rent Reporting Period. (4) Any additions to the Public Road Credits resulting from additional creditable Road Improvements that are both (a) recognized by the County during the current Re- porting Period as Additional Road Credits and (b) acknowledged by the Developer as Public Road Credits in accordance with the Direction entered as provided in paragraph II.C(2) above. (5) The balance of Public Road Credits remaining as of the end of the current Re- porting Period after debiting all allocations and crediting all additions reported during such period. (6) Copies of all Certificates issued during the current Reporting Period. (7) A proposed form of waiver and release of lien ("Release") for execution by the County, in substantially the form attached as Exhibit IV, releasing from County road im- pact fee obligations arising under the Ordinance each of the Applicant Parcels for which Certificates were issued during the current Reporting Period. (8) A self-addressed return envelope in which the County can mail to Tradition Dis- trict No. 1, following its execution, the original Release releasing the Applicant Parcels for which Certificates were issued during the current Reporting Period. V. Confirmation of Release A. After filing each Monthly Report, Tradition District No. 1 shall verify that the County has received and accepted its allocations of the Public Road Credits, and has executed and returned the Release releasing the Applicant Parcels for which Certificates were issued during the current Reporting Period. B. For each applicant who has requested confirmation of County receipt and acceptance of the Public Road Credit allocation to the Applicant Parcel, and has provided stamped, self- addressed envelopes for such purpose, Tradition District No. 1 shall transmit to the applicant, when available, copies of: 5 (1) , The Monthly Report on which the Public Road Credit allocation to the Applicant Parcel is reported to the County, and (b) The Release releasing the Applicant Parcel from County road impact fee obliga- tions arising under the Ordinance. VI. Concurrence of County and Developer Prior to implementation, the County and the Developer shall review and approve the Metho- dology and this Procedure. 9 —TRADITION COMMUNITY DEVELOPMENT DISTRICT NO. 1— APPLICATION FOR ALLOCATION OF PUBLIC ROAD CREDITS (ROAD IMPACT FEES) RECEIVED FROM ST. LUCIE COUNTY The undersigned Landowner of Property within (check one): ❑ Southern Grove ❑ Tradition ❑ Western Grove requests an allocation of the Public Road Credits received from St. Lucie County with respect to road impact fees due under the County's Road Impact Fee Ordinance. The requested Public Road Credit Allocation is for the project or building described below to be constructed on the Property and for which the Landowner has obtained a Building Permit from the City of Port St. Lucie. Landowner Name(s): Legal Description of Property: Tax ID No. for Property: City of Port St. Lucie Building Permit Number: (Attach copy of Permit) Type of development for project or building: Calculation of County Road Impact Fee for project or building: Fee per Unit of development: $ Number of Units in project or building: Amount of Road Impact Fee due: $ Amount of Public Road Credit Requested: The undersigned Landowner certifies that the foregoing information is true and correct. Landowner Address: Street: City: State/Zip:_ Telephone: Submit Application to: District Manager Signature: _ Print Name: Title: Date: Tradition Community Development District No 10807 S.W. Tradition Square Port St. Lucie, FL 34987 (772) 345-5101 To receive confirmation of County receipt and acceptance of the requested Public Road Credit Allocation, submit two stamped, self-addressed envelopes with this Application. —TRADITION COMMUNITY DEVELOPMENT DISTRICT NO.1— CERTIFICATE OF ALLOCATION OF PUBLIC ROAD CREDITS (ROAD IMPACT FEES) RECEIVED FROM ST. LUCIE COUNTY Tradition Community Development District No. 1 ("District"), as administrator of road impact fee credits ("Public Road Credits") received from St. Lucie County and resulting from certain publicly -financed road improvements undertaken in connection with development of the mixed -use communities known as "Southern Grove," "Tradition," and "Western Grove" (collectively, the "Communities"), hereby certifies as follows: A. The District has received from or on behalf of (Landowner name) ("Landowner") a completed application for an allocation of Public Road Credits with respect to road impact fees due under the Road Impact Fee Ordinance enacted by the Board of County Commissioners of St. Lucie County. A copy of the application is attached to this Certificate. B. The requested allocation of Public Road Credits is for a project or building to be constructed on the following property ("Property") located within one of the Communities: Community: ❑ Southern Grove ❑ Tradition ❑ Western Grove Legal Description: Tax ID No.: C. The Landowner has received from the City of Port St. Lucie a building permit for construction of a project or building on the Property, as follows: City of Port St. Lucie Building Permit Number: Type of development for project or building: A copy of the building permit is attached to this Certificate. D. The District has allocated Public Road Credits in the total amount of $(amount of allocation to the Property, calculated as follows: County Road Impact Fee for the permitted project or building on the Property: Fee per Unit of development: Number of Units in project or building: Amount of Road Impact Fee due: Amount of Public Road Credit Allocated to Property Dated this _ day of , 20_. M. TRADITION COMMUNITY DEVELOPMENT DISTRICT NO. 1, as Administrator of Public Road Credits received from St. Lucie County (Road Impact Fees) Print Name: Title: 2 —TRADITION COMMUNITY DEVELOPMENT DISTRICT NO. 1— MONTHLY REPORT OF ALLOCATIONS OF PUBLIC ROAD CREDITS (ROAD IMPACT FEES) RECEIVED FROM ST. LUCIE COUNTY Reporting Period: Tradition Community Development District No.1 ("District"), as administrator of road impact fee credits ("Public Road Credits") received from St. Lucie County and resulting from certain publicly -financed road improvements undertaken in connection with development of the mixed -use communities known as "Southern Grove," "Tradition," and "Western Grove" (collectively, the "Communities"), reports to the County as follows: I. Beginning Balance: A. Total Public Road Credits Assigned To District for Allocation as of Prior Reporting Period (see line II.B From Prior Report) $ B. Total Public Road Credits Allocated By District as of Prior Reporting Period (see line III.B from Prior Report) C. Balance of Public Road Credits Available for District Allocation as of Prior Reporting Period (I.A — I.B; see also line IV from Prior Report) $ II. Public Road Credit Assignments to District for Allocation: A. Additions this Reporting Period $ B. Total Public Road Credits Assigned To Date (I.A + ILA) $ III. Public Road Credits Allocated By District: A. This Reporting Period: (1) Single -Family x$ _ $ (Units) (Fee per Unit) (2) Multi -Family �e = \,- ... ...j \,- __ kl-. (3) Commercial -e = (4) Industrial (5) Institutional x$ _ (Units) (Fee per Unit) (6) Other: x$ _ (Units) (Fee per Unit) (7) Other: x$ _ (Units) (Fee per Unit) (8) Total Public Road Credits Allocated This Period (Total of II.A(1) through II.A(7)) $ B. Total Public Road Credits Allocated to Date (I.B + II.A(8)) $ 2 IV. Public Road Credit Balance as of This Reporting Period: (II.B — III.B) Dated this day of , 20_ TRADITION COMMUNITY DEVELOPMENT DISTRICT NO. 1, as Administrator of Public Road Credits received from St. Lucie County (Road Impact Fees) Print Name: Title: 3 WAIVER AND RELEASE OF LIEN The undersigned, the Board of County Commissioners of St, Lucie County, Florida ("County"), in consideration of certificates of allocations from the Tradition Community Devel- opment District No. 1, as administrator of road impact fee credits ("Public Road Credits") re- ceived from the County and resulting from certain publicly -financed road improvements under- taken in connection with development of the mixed -use communities known as "Southern Grove," "Tradition," and "Western Grove" (collectively, the "Communities"), hereby waives and releases the County's lien and right to claim a lien pursuant to its Roads Impact Ordinance, Sec- tion 1-17-25, et seq., Code of Ordinances of St. Lucie County, with respect to each of the parcels of real property, and as to each the amount of Public Road Credits allocated to such parcel, as described in the attached Exhibit A. DATED this day of , 20_. WITNESSES: By: STATE OF FLORIDA ) COUNTY OF ST. LUCIE ) BOARD OF COUNTY COMMISSIONERS ST. LUCIE COUNTY, FLORIDA County Administrator APPROVED AS TO FORM AND CORRECTNESS: County Attorney The foregoing instrument was acknowledged before me this day of , 20_, by , as County Administrator of St. Lucie County, Florida, who is personally known to me and who did not take an oath. (SEAL) Notary Public Print Name: My Commission Expires: EXHIBIT A TO WAIVER AND RELEASE OF LIEN Released Properties --Southern Grove: 1. Landowner: Legal Description: Tax ID No.: City of Port St. Lucie Building Permit Number: Amount of Public Road Credit Allocated: $ 2. Landowner: Legal Description: Tax ID No.: City of Port St. Lucie Building Permit Number: Amount of Public Road Credit Allocated: $ 3. Landowner: Legal Description: Tax ID No.: City of Port St. Lucie Building Permit Number: Amount of Public Road Credit Allocated: $ Released Properties --Tradition: 1. Landowner: Legal Description: Tax ID No.: City of Port St. Lucie Building Permit Number: Amount of Public Road Credit Allocated: $ 2. Landowner: Legal Description: Tax ID No.: City of Port St. Lucie Building Permit Number: Amount of Public Road Credit Allocated: $ 3. Landowner: Legal Description: Tax ID No.: City of Port St. Lucie Building Permit Number: Amount of Public Road Credit Allocated: $ Released Properties --Western Grove: 1. Landowner: Legal Description: Tax ID No.: City of Port St. Lucie Building Permit Number: Amount of Public Road Credit Allocated: $ 2. Landowner: Legal Description: Tax ID No.: City of Port St. Lucie Building Permit Number: Amount of Public Road Credit Allocated: $ 3. Landowner: Legal Description: Tax ID No.: City of Port St. Lucie Building Permit Number: Amount of Public Road Credit Allocated: $ AGENDA REQUEST ITEM NO. VI-C-1 TO: Board of County Commissioners SUBMITTED BY (DEPT): Grants / Disaster Recovery DATE: January 27, 2009 REGULAR [] PUBLIC HEARING [j CONSENT [X] PRESENTED BY: 11 Bill Hoeffner die SUBJECT: Authorize the acceptance of a grant from the Federal Emergency Management Agency Hazard Mitigation Grant Program in the amount of $116,243. The grant funds are to be used for design, engineering, and permitting of storm water conveyance systems for the Indian River Estates storm water project. The grant requires a 25% match in the amount of $38,747. Approval is also being sought for the expenditure of $38,747 from the County's Emergency Reserve Fund for the required match. BACKGROUND: See attached memorandum FUNDS AVAIL.: The grant requires a 25% match in the amount of $38,747. Staff is requesting the use of the County's Emergency Reserve Fund (Account 001- 9910-599301-800) for the required match. PREVIOUS ACTION: On 4/19/2005, the Board approved the submittal of the grant application to the Federal Emergency Management Agency Hazard Mitigation Grant Program. RECOMMENDATION: Staff recommends acceptance of the Federal Emergency Management Agency Hazard Mitigation Grant Program grant in the amount of $116,243 and approval of an expenditure of $38,747 from the County's Emergency Reserve Fund for the required 25% match for the grant. COMMISSION ACTION: CONCURRENCE: [x] APPROVED [ ] DENIED L l OTHER: Approved 5-0 County Attorney: Danie3,,Mc1ntyre originating Dept: W4fiai Hoeffner Faye W. Outlaw, MPA County Administrator Coordination/Signatures Mgt & Budget: ` Public Works Jen%ni H 1 ona West ' / Other: Marie Gouin ,.OF' ST. LUCIE COUNTY GRANTS / DISASTER RECOVERY DEPARTMENT MEMORANDUM To: St. Lucie County Board of County Commissioners From: Bill Hoeffner, Grants Disaster Recovery Director,%%?�, Date: January 27, 2009 Subject: Consent Agenda Item VI-C-1 This agenda item is to seek the Board's authorization to accept a grant from the Federal Emergency Management Agency (FEMA) Hazard Mitigation Grant Program (HMGP) in the amount of $116,243. The grant funds are to be used for design, engineering, and permitting of storm water conveyance systems for the Indian River Estates storm water project. The grant requires a 25% match in the amount of $38,747. Approval is also being sought for the expenditure of $38,747 from the County's Emergency Reserve Fund for the required match. Indian River Estates is one of the County's most flood prone subdivisions. During April 2005, County staff submitted a grant application to the Federal Emergency .Management Agency (FEMA) Hazard Mitigation Grant Program (HMGP) for funding in the amount of $4.19 million for the Indian River Estates storm water project. During October 2007, the County was advised the grant application was denied on the basis that the storm water project provided water quality improvement as opposed to flood mitigation. County staff appealed FEMA's d-ecision during November 2007 on the basis the storm water project provided flood mitigation as well as water quality improvement. The County had received a grant from the Florida Department of Environmental Protection (FDEP) for the Indian River Estates project in the amount of $800,000. The FDEP grant required initiation of the scope of work prior to March 2008. In order to not lose the FDEP grant, County staff initiated construction of Phase 1 of the Indian River Estates project during February 2008. Phase 1 involves construction of a pump station, force main, and detention facility at a cost of $4.47 million. Phase 2 involves construction of conveyance structures (swales and culverts) at a cost of $4.1 million. During September 2008, County staff was informed FEMA now concurs the Indian River Estates project, as designed and as submitted in the grant application, does provide flood mitigation. However, FEMA then denied the HMGP grant application on the basis that the County had initiated the scope of work prior to receiving approval of the HMGP application. HMGP policy prohibits initiation of the scope of work for any grant project until approval of the HMGP grant is obtained. A letter was sent by County staff to federal legislators regarding FEMA's decision. A meeting was convened by Senator Martinez's office. The meeting was attended by FEMA, the Florida Division of Emergency Management, Steve Martino of Senator Martinez's office, and County staff. Page 1 of 2 At the meeting, FEMA maintained its position that HMGP funds could not spent on any work initiated prior to HMGP funding being approved. However, since Phase 2 of the Indian River Estates project had not been initiated, FEMA agreed to fund construction of Phase 2. FEMA also agreed to allow the County to expand the scope of work for Phase 2 to include additional areas of Indian River Estates. The County's Engineering Consultant and the County's Public Works Director concur there are additional areas of Indian River Estates, that were not included in the initial design, but that would benefit from being included in the project. The cost of the expanded scope of work cannot exceed the amount of the original grant project which is $5.59 million ($4.19 million in grant funding + $1.40 million local match). FEMA also agreed to pay for design, engineering, and permitting required for expanding the scope of work. County staff is not certain the scope of work for Phase 2 can be expanded to a $5.59 million cost. If the County is not able to expand the scope of work for Phase 2 to $5.59 million, a loss of up to $1 million in HMGP grant funding could be experienced. Therefore, at the meeting, it was also agreed the County would appeal FEMA's decision to not fund Phase 1. The County's appeal was submitted on November 19, 2008. The appeal is based on the fact that, except for FEMA's initial erroneous decision to deny HMGP funding on the basis the project did not provide flood mitigation, Phase 1 construction would have been initiated with FEMA's approval. If the County wins its appeal, the full amount of grant funds will be available for reimbursement of Phase 1 expenditures or Phase 2 expenditures. However, the maximum HMGP grant shall not exceed $4.19 million, the amount specified in the County's initial grant application. On January 8, 2009, the County received a grant contract for HMGP funds for the Indian River Estates project in the amount of $116,243. The funds are to be spent for the design, e ,gineering, and permitting of the expanded Phase 2 project. If FEMA approves the design and engineering plan; the remainder of the $4.19 million grant will be made available for construction. The $116,243 grant for design, engineering and permitting of Phase 2 requires a 24% match of $38,748. Staff is requesting that the $38,748 be allocated from the County's Emergency Reserve funds. There is currently an actual balance of $17,691,624 in the fund. However, we have damages of approximately $8,500,000 from Tropical Storm Fay. We anticipate receiving reimbursement for 75% of this damage. Therefore, there is approximately $2,125,000, representing our 25% match, that would be deducted from the $17,391,624, leaving a current estimated balance of $15,566,624. Staff intends to apply to the State Revolving Fund for the 25% match required for construction funds. We are optimistic about receiving this funding. If we do not receive funding through the State Revolving Fund, we will seek funding through another source, or we may need to budget for the project. RECOMMENDATION Staff recommends acceptance of the Federal Emergency Management Agency hazard Mitigation Grant program grant in the amount of $116,243, and approval of an expenditure of $38, 747 from the County's Emergency Reserve Fund for the required 25% match for the grant AGENDA REQUEST ITEM NO. VI-C-2 TO: Board of County Commissioners SUBMITTED BY (DEPT): Grants / Disaster Recovery SUBJECT: C % f+4/1D C%TTATTI . FUNDS AVAIL.: PREVIOUS ACTION: RECOMMENDATION: COMMISSION ACTION: [><] APPROVED [ ] OTHER: County Attorney: DATE: January 27, 2009 REGULAR[] PUBLIC HEARING [] CONSENT [X] PRESENTED BY: / Bill Hoeffner Authorize the expenditure of $25,000 for an appraisal, wetland delineation and title search of the Riverside and Dennis parcels of the Harbor Branch project. See attached memorandum The funds are available in Mosquito Control Reserves (Account 145-9910 599300-800). The Board previously approved the submittal of grant applications for the Harbor Branch project to Florida Communities Trust, the Florida Forever Program, and the South Florida Water Management District. Staff recommends approval of an expenditure of $25,000 for an appraisal, wetland delineation, and title search of the Dennis and Riverside parcels. [ ] DENIED Approved 5-0 Daniel MCI tyre originating Dept: W Hoeffner CONCURRENCE: Faye W. Outlaw, MPA County Administrator Coordination/Signature4 Mgt & Budget: I Mosquito Control Tawo a Whnn Ja&6& David Other: Marie Gouin ST. LUCIE COUNTY GRANTS / DISASTER RECOVERY DEPARTMENT MEMORANDUM To: St. Lucie County Board of County Commissioners From: Bill Hoeffner, Grants Disaster Recovery Directo� Date: January 27, 2009 Subject: Consent Agenda Item VI-C-2 The Harbor Branch project involves three property owners: Harbor Branch (317.8 acres), Dennis (19.2 acres), and Riverside (22.8 acres). One of the primary goals the County has in acquiring these properties is to restore a large wetland that borders the Indian River Lagoon. The wetland is the last wetland of any significant size in St. Lucie County that has not been reconnected to the Lagoon. The wetland currently is also a major source of mosquitoes in the northern County for which the County is spending close to $100,000 annually for spraying. Restoration and re -connection of the wetland would reduce this cost substantially and would also reduce the environmental impacts of spraying. The wetland is contained within parcels A through G on the attached aerial map (Addendum 1). Four of the parcels (Parcels A through D) are owned by Coconut Cove. St. Lucie County has obtained management control of these four parcels through a conservation easement given to the South Florida Water Management District (SFWMD) and a management agreement with both SFWMD and Coconut Cove. The Dennis and Riverside parcels are parcels E and F. Parcel G is owned by Harbor Branch and will be acquired with available grant funding. Because the wetland spans all of these parcels (A through G), the County will not be able to restore and re -connect the wetland to the Lagoon without having management control of all of the parcels. Acquisition of the Riverside and Dennis parcels is therefore vital to the project. The Dennis and Riverside owners have expressed a willingness to consider selling their properties to the County. The County has secured two grants for acquisition of these lands: Florida Forever in the amount of $18 million and Florida Communities Trust in the amount of $6.6 million. Because acquisition of Harbor Branch lands also involves lands being acquired for Florida Atlantic University (FAU), the Division of State Lands has decided all Harbor Branch lands will be acquired by the State and management control will be given to FAU and St. Lucie County through management agreements. It is the goal of the Division of State Lands to have acquisition completed by April 1, 2009. The Division of State Lands has also decided that the Dennis and Riverside parcels will not be included in the acquisition process even though these parcels, along with the Harbor Branch parcels, were included in the application for Florida Forever funding. Florida Forever grant funding has been approved. County staff is attempting to have this latter decision reversed. In the event County staff is not able to have the decision of the Division of State Lands reversed, there may be an opportunity to acquire the Dennis and Riverside parcels with grant SFWMD grant in the amount of $843,000. The contract for this grant is expected to be received in February. The grant requires a 1:1 match and County staff intends to use the Florida Communities Trust grant for the required match. Use of the SFWMD grant, however, will be precluded if the value of the Dennis and Riverside parcels exceeds the amount of SFWMD grant since no alternative acquisition funding is available. Because the Dennis and Riverside parcels contain large wetlands and because access to the property is not evident, County staff estimates the value of the Riverside and Dennis parcels may be less than $840,000. However, value cannot be known with certainty without an appraisal, wetland delineation and title search. The cost of these three due diligence studies is estimated to be $25,000. Because the Division of State Lands intends to complete the acquisition of Harbor Branch lands by April 1 and because the County intends to use grant funding from the Harbor Branch acquisition as match to acquire the Dennis and Riverside parcels with SFWMD funds; for timing purposes, it is important that the appraisal of the Dennis and Riverside parcels be completed as soon as possible. Knowing the value of the Riverside and Dennis parcels will also be of assistance in discussions with the Division of State Lands to reverse their decision to not acquire these lands. If acquisition of the Dennis and Riverside parcels can be accomplished with grant funding, the $25,000 cost of due diligence studies may be reimbursed by the grant. However, if acquisition cannot be accomplished with grant funding, the costs of the due diligence studies may not be recoverable. Please also note, County staff will be submitting an application to the National Estuary Program for grant funding assistance to pay for 50% ($12,500) of the due diligence studies. The $25,000 in funding is available in Mosquito Control Reserves ( Fund 145-9910-599300-800) Staff Recommendation: Staff recommends approval of an expenditure of $25,000 for an appraisal, wetland delineation, and title search of the Dennis and Riverside parcels. 109 c/o/e 1 0/4 .1 / AGENDA REQUEST ITEM NO. VI - C-3 DATE: January 27, 2009 REGULAR [] PUBLIC HEARING[] CONSENT [X] TO: Board of County Commissioners SUBMITTED BY (DEPT): Grants / Disaster Recovery PRESENTED BY: Ken Justice, Grant Resource Developer SUBJECT: This agenda item is requesting the board to authorize the acceptance of grant funding from the Florida E911 (Enhanced 9-1-1) State Grant Program, and approval of Budget Resolution #09-032, for funding to purchase a back-up routing and database management system for E911 Telecommunications. The system will be housed at the alternate Public Safety facility, located at 101 North Rock Road, Fort Pierce, FL 34945. BACKGROUND: See Attached Memorandum. FUNDS AVAILABLE: A match is not required for the grant. PREVIOUS ACTION: On October 7, 2008, the board approved submitting the application to the State of Florida E911 State Grant Program. RECOMMENDATION: Staff recommends the board authorize acceptance of grant funding from the Florida E911 State Grant Program, and approval of Budget Resolution # 09-032, to purchase a back-up routing and database management system, in the amount of $150,000.00. COMMISSION ACTION: ,KAPPROVED [] DENIED [] OTHER: Approved 5-0 Review and ApDroials County Attorney: Daniel McIntyre Originating Dept: William Hoeffner 20 Ken Justice Finance: 5/96 CONCURRENCE: Faye W. Outlaw, MPA County Administrator Management & Budget: Purchasing: Jenr� �c.r li, II Patty Mars on Othe . Other: Jac uthard (Check for Copy only, if applicable) Effective: w ST. LUCIE COUNTY GRANTS / DISASTER RECOVERY DEPARTMENT MEMORANDUM To: Board of County Commissioners From: . Ken Justice, Grant Resource Developert Date: January 27, 2009 Subject: Consent Agenda Item #VI-C-3; Budget Resolution #09-032 Florida E911 State Grant Program Application Back-up Routing and Database Management System The E911 State Grant Program is designed to assist counties with the installation of Enhanced 911 systems and to provide "seamless" Enhanced 911 throughout the State of Florida. The Board of County Commissioners in any county, in the State of Florida, is eligible to apply for this grant program. The E911 State Grant provides funds that will be utilized to supply the County with a Back-up Routing and Managed IP network. The system will be positioned at the alternate Public Safety location, located at 101 North Rock Road, Fort Pierce, FL 34945. The 2005 Atlantic hurricane season brought to light many of the limitations of the current analog E911 circuit system. Due to lack of geographic diversity, many of the 911 routing systems were disabled by storms. The proposed 911 Routing and Automated Location Information (ALI) Management System, which is Next Generation proficient, mitigates many of the limitations of the existing 911 system. The database system supports the nation's expanding public safety needs, including support for homeland security, new data, text and data applications (i.e., streaming, images, location mapping) that are increasingly common in personal communications and are critical to future transportation safety and mobility advances. In any event, should Public Safety be disabled by a hurricane or other natural disaster, the County will have the ability to conduct 911 transfers and reroute all or a portion of incoming 911 calls to an unaffected Public Safety Answering Point, or to the proposed Intrado Emergency Call Relay Center. There is no cost to the County for this project. Staff Recommendation: Staff requests BOCC authorize acceptance of grant funding from the Florida E911 State Grant Program, and approval of Budget Resolution #09-032, to purchase and install a back-up routing and database management system, in the amount of $150,000.00. RESOLUTION NO. 09-032 WHEREAS, subsequent to the adoption of the St. Lucie County Board of County Commissioners budget for St. Lucie County, certain funds not anticipated at the time of adoption of the budget have become available from the State of Florida E911 County Grant Program Office - Department of Management Services as grant in the amount of $150,000. The funding will be used for the purchase an enhanced database management and call routing system for E911 Telecommunications, in an effort to upgrade the St. Lucie County Public Safety. WHEREAS, Section 129.06 (d), Florida Statutes, requires the Board of County Commissioners to adopt a resolution to appropriate and expend such funds. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of St. Lucie County, Florida, in meeting assembled this 27th day of January, 2009, pursuant to Section 129.06 (d), Florida Statutes, that such funds are hereby appropriated for the fiscal year 2008-2009, and the County's budget is hereby amended as follows: REVENUE 001435-2120-334210-2615 Dept of Mgmt Svc-E911 State Grant APPROPRIATIONS 001435-2120-562000-2615 Buildings After motion and second the vote on this resolution was as follows: Commissioner Paula Lewis, Chair XXX Commissioner Charles Grande, Vice Chair XXX Commissioner Doug Coward XXX Commissioner Chris Craft XXX Commissioner Chris Dzadovsky XXX PASSED AND DULY ADOPTED THIS 27TH DAY OF JANUARY, 2009. $150,000 $150,000 ATTEST: BOARD OF COUNTY COMMISSIONERS ST LUCIE COUNTY, FLORIDA BY: CHAIRMAN APPROVED AS TO CORRECTNESS AND FORM: COUNTY ATTORNEY AGENDA REQUEST ITEM NO. VI-C- `% DATE: January 27, 2009 REGULAR[] PUBLIC HEARING [] CONSENT [X] TO: Board of County Commissioners SUBMITTED BY (DEPT): Grants/ Disaster Recovery PRESENTED BY: Roberta Breene, Grants/ Resource Developer SUBJECT: Submittal of a funding request in the amount of $12,500 to the Indian River Lagoon National Estuary Program to assist with the due diligence costs of acquiring two properties related to the overall Harbor Branch acquisition project. BACKGROUND: See attached memorandum. FUNDS AVAILABLE: The grant requires a 1:1 match. Matching funds of $12,500 are available in Account 145-9910-599300-800, Mosquito Control Reserves. PREVIOUS ACTION: Not applicable RECOMMENDATION: Staff requests authorization to submit a funding request in the amount of $12,500 to the Indian River Lagoon National Estuary Program to assist with the due diligence costs of acquiring two properties related to the overall Harbor Branch acquisition project. COMMISSION ACTION: ,APPROVED [] DENIED [] OTHER: Approved 5-0 Review and Appmxells County Attorney: Daniel McIntyre Originating Dept: Grant William Hoeffner Roberta Breene CONCURRENCE: Faye W. Outlaw, MPA County Administrator Management & Bud Purchasing: Marie Gouin 1�' Tawonna Johnson Other: Mosquito Cont Other: Jim David i Finance: (Check for Copy only, if applicable ST. LUCIE COUNTY GRANTS / DISASTER RECOVERY DEPARTMENT MEMORANDUM To: Board of County Commissioners From: Roberta Breene, Grants/Resource Developer P Date: January 16, 2009 Subject: BOCC Consent Agenda Item No. VI-C-4, January 27, 2009 Indian River Lagoon National Estuary Program — Harbor Branch Project The overall Harbor Branch project involves the acquisition of 318+/- acres of land that borders the Indian River Lagoon in northern St. Lucie County. The land contains a large wetland that was separated from the Lagoon in the 1960's for mosquito control purposes. Following acquisition, the wetland will be restored and reconnected to the Lagoon. The overall cost of land acquisition is estimated to be in excess of $25,000,000. The specific current Indian River Lagoon National Estuary Program (IRL NEP) project requests funding only to cover 50% of the cost of due diligence for the acquisition of two critical parcels totaling approximately 42 acres (Attachment 1, Parcels E and F). The current project cost of due diligence is estimated to be $25,000, which would cover the cost of title search, wetland delineation, and appraisals. These two parcels are located between two other parcels (known as the Coconut Cove and Harbor Branch parcels) and are needed to adequately manage the large wetland that extends from the northern end of the Coconut Cove parcels to the southern end of the Harbor Branch parcel. This is the last wetland of significant size in St. Lucie County that has not been reconnected to the Lagoon. Restoration and re- connection would also substantially reduce the environmental impacts of mosquito spraying and would restore the beneficial filtering function of the wetland to the Lagoon. We have been advised that we will be receiving a grant from the South Florida Water Management District (SFWMD) that may cover the cost of acquisition and due diligence for the two parcels. However, the County does not know the cost of acquiring the two parcels. Previous estimates preceded the real estate market decline. In addition, the parcels may have access issues which would negatively impact value. If the two parcels have a value less than the SFWMD grant, then the SFWMD grant may be sufficient to pay for acquisition and all due diligence costs. However, if the value exceeds the amount of the SFWMD grant, there are no additional funds that could be used for acquisition of these two parcels. The only way to determine the value of the lands is to initiate the due diligence process. However, if the appraised value of the lands is greater than the amount of the SFWMD grant, and we are therefore not able to proceed with acquisition, then the cost of due diligence would not be recoverable from available grant funds. The County does not have funding it can contribute for due diligence costs. In addition, because of potential access issues, and because of wetlands within the parcels that will impact value, a title search and wetland delineation will need to be completed prior to an appraisal. Therefore, before the value of the two parcels can be determined, and before a determination can be made regarding the sufficiency of available grant funding, due diligence will have to be completed. This will include a title search, wetland delineation, and an appraisal. Receipt of the proposed IRL NEP grant funding may help resolve some of the described problems. However, also note that the timing of the subject IRL NEP grant is not compatible with the SFWMD grant. If awarded, we would have to be able to convince one of the two agencies to make a time concession. Although a funding decision regarding the IRL NEP grant will be made in mid spring of this year, the NEP grant funds, if awarded, would not be received until late summer or early fall. In addition, it is our understanding that the balance of the Harbor Branch Project is to be completed by late spring. Therefore, the IRL NEP grant is also not compatible with the timing of the Florida Forever grant if the Florida Forever funds are needed to supplement the IRL NEP and SFWMD funds. If the IRL NEP funding is awarded and the timing and appraised value issues are resolved favorably, then we may not need the indicated County match to secure the IRL NEP funding. Recommendation Staff requests authorization to submit a funding request in the amount of $12,500 to the Indian River Lagoon National Estuary Program to assist with the due diligence costs of acquiring two properties relative to the overall Harbor Branch acquisition project 2 s i Agenda Request Item Number VI-D1 Date: 1 /27/2009 Consent [ X ] Regular [ ] Public Presentation [ Leg. [ ] Quasi -JD [ ) To: Board of County Commissioners � i���2�Gfit Pr sented By Submitted By: Growth Management Director SUBJECT: Board approval of the Third Amendment for a short-term extension to the continuing service contracts C06-07-490 with Stanley Consultants, Inc. and C06-07-417 with Vanus, Inc. for Professional Engineering Services for Traffic and Transportation to extend the term through June 30, 2009. This is an interim measure to insure availability of services while the County re -issues the RFQ for these services. BACKGROUND: See attached memorandum. FUNDS AVAILABLE: 102-1510-531000-100; Planning — Professional Services PREVIOUS ACTION: On August 12, 2008, the Board approved the Second Amendment to extend the term of services through January 1, 2009 in anticipation of the RFQ bid award. RECOMMENDATION: Staff recommends Board approval of the Third amendment to continuing contracts C06-07-490 with Stanley Consultants, Inc. and C06-07-417 with Vanus, Inc. for Professional Engineering Services for Traffic and Transportation to extend the term through June 30, 2009 and permission for the Chair to sign the amendments as prepared by the County Attorney. COMMISSION ACTION: CONCURRENCE: A APPROVED DENIED OTHER Approved 5-0 Faye W. Outlaw, MPA County Administrator Coordination/ Signatures County Attorney Mgt. & Budget: Purchasing: Print Name: r�,, , ( `; N,`lT,,-E,Print Name: `I" e ns�,. Print Name: Asst. Co. Administrator.: Print Name: HAAQenda Items\TrafficReview agenda. doc "SYhWt�V..Ti.-a p �s' GROWTH MANAGEMENT DEPARTMENT (Administration) MEMORANDUM TO: Board of County Commissioners FROM: Mark Satterlee, AICP, Growth Management Director , DATE: January 14, 2009 SUBJECT: Board approval of the Third Amendment to continuing service contracts C06-07-490 with Stanley Consultants, Inc. and C06-07-417 with Vanus, Inc. for Professional Engineering Services for Traffic and Transportation to extend the term throuah June 30, 2009. Background: On July 11, 2006 the Board awarded RFP #06-059 Professional Engineering Services for Traffic and Transportation to the short listed firms: F.R. Aleman & Associates, Inc. H.W. Lochner, Inc., Metric Engineering, Inc., Stanley Consultants, Inc., and Vanus, Inc. for an initial contract of two years with one (1) one-year renewal option. On February 6, 2007 the Board approved the first amendment to the contracts. In order for the continuing contracts to comply with State statute, they were amended to allow for use on projects in which construction costs do not exceed $1 million or for study fees that do not exceed $50,000. On August 12, 2008, the Board approved the second amendment to the contracts through January 1, 2009 to allow time for the RFQ process to be completed. The RFQ is currently on hold pending re -issuance. To prevent a potential interruption of needed services, staff requests Board approval of the third amendment to continuing service contracts for Professional Engineering Services for Traffic and Transportation extending the contracts through June 30, 2009 by which time the new RFQ process should be completed. Recommendation: Staff recommends Board approval of the Third amendment to continuing contracts C06- 07-490 with Stanley Consultants, Inc. and C06-07-417 with Vanus, Inc. for Professional Engineering Services for Traffic and Transportation to extend the term through June 30, 2009 and permission for the Chair to sign the amendments as prepared by the County Attorney. Co6-07-490 THIRD AMENDMENT TO JULY ii, 2oo6 AGREEMENT THIS THIRD AMENDMENT is dated this day of . 2oo9, by and between ST. LUCIE COUNTY, a political subdivision of the State of Florida, hereinafter referred to as the "County" and STANLEY CONSULTANTS, INC., their successors, executors, administrators, and assigns, hereinafter called the "Consultant." WHEREAS, on July 11, 2oo6, the parties entered into an agreement, hereinafter referred to as the "Agreement" for traffic and transportation engineering services; and, WHEREAS, on February 6, 2007, the parties executed the First Amendment to the Agreement to limit its use for projects where construction costs do not exceed si million and when study activity does not exceed s5o,000; and, WHEREAS, on August 12, 2oo8, the parties executed the second amendment to the Agreement to extend the term through Januaryi, 2009. WHEREAS, the parties desire to further amend the Agreement to extend the term through June 30, 2009. NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree to amend the Agreement as follows: I. Paragraph 4. TERM shall be amended to read as follows: 4. TERM The term of this Agreement shall begin on July 11, 2oo6 and continue through June 30 2009. 2. Except as amended herein, the remaining terms and conditions of the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties have caused the execution of this First Amendment by their duly authorized officials as of the day and year first written above. ATTEST: BOARD OF COUNTY COMMISSIONERS ST. LUCIE COUNTY, FLORIDA BY: DEPUTY CLERK CHAIRMAN APPROVED AS TO FORM AND CORRECTNESS: COUNTY ATTORNEY WITNESSES: STANLEY CONSULTANTS, INC. BY: NAME: TITLE: Co6-o7-417 THIRD AMENDMENT TO JULY ii, 2oo6 AGREEMENT THIS THIRD AMENDMENT is dated this day of 2oo9, by and between ST. LUCIE COUNTY, a political subdivision of the State of Florida, hereinafter referred to as the "County" and VANUS, INC., their successors, executors, administrators, and assigns, hereinafter called the "Consultant." WHEREAS, on July 1i, 2oo6, the parties entered into an agreement, hereinafter referred to as the "Agreement" for traffic and transportation engineering services; and, WHEREAS, on February6, 2007, the parties executed the First Amendment to the Agreement to limit its use for projects where construction costs do not exceed $i million and when study activity does not exceed $50,000; and, WHEREAS, on August lz, 2oo8, the parties executed the second amendment to the Agreement to extend the term through January 1, 2009. WHEREAS, the parties desire to further amend the Agreement to extend the term through June 30, 2009. NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree to amend the Agreement as follows: 1. Paragraph 4. TERM shall be amended to read as follows: 4. TERM The term of this Agreement shall begin on JUly ii, 2oo6 and continue through June 30, 2009. z. Except as amended herein, the remaining terms and conditions of the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties have caused the execution of this First Amendment by their duly authorized officials as of the day and yearfirst written above. ATTEST: DEPUTY CLERK WITNESSES: BOARD OF COUNTY COMMISSIONERS ST. LUCIE COUNTY, FLORIDA BY: CHAIRMAN APPROVED AS TO FORM AND CORRECTNESS: COUNTY ATTORNEY VANUS, INC. BY: NAME: TITLE: Agenda Request Item Number $ - 0 a Meeting Date: 01/2 /2009 Consent [ J ] Regular [ ] Public Hearing [ j Leg. [ ] Quasi -JD [ ] To: Board of County Commissioners esent d By Submitted By: Growth Management Department Growt anagement ire for SUBJECT: Request of J. Michael Merritt for final plat approval for the project to be known as "Merritt Subdivision". This project is a two lot subdivision on 6.89 acres of property located on north side of Muller Road, approximately 1 mile south of Okeechobee Road in the AG- 2.5 (Agricultural — 1 du/2.5 acre) Zoning District. BACKGROUND: N/A FUNDS AVAILABLE: N/A PREVIOUS ACTION: On May 13, 2008, through GM Order 08-004, the Growth Management Director granted Minor Site Plan approval for the project to be known as "Merritt Subdivision". RECOMMENDATION: To approve the final plat of "Merritt Subdivision" and authorize for final signature and recording. COMMISSION ACTION: APPROVED DENIED OTHER Approved 5-0 CONCURRENCE: Faye W. Outlaw, MPA County Administrator Coordination/ Signatures Countv Attorney /� E.R.D.: Countv Survevor: Countv Enaineer: �" ' ° Other: ° Other: MuAO—L- Pt>wLr--y Form No. 07-07 Commission Review: January 20, 2009 GROWTH MANAGEMENT DEPARTMENT Planning Division MEMORANDUM To: Board of County Commissioners Through: Mark Satterlee, AIC�,�h�ement Director Kristin Tetsworth, Planning Manager From: Aneela Ansar, Senior Planner (3-0- Date: December 19, 2008 Subject: Petition of J. Michael Merritt for final plat approval for the project to be known as "Merritt Subdivision". On May 13, 2008, through GM Order 08-004, the Growth Management Director granted a two lot Minor Site Plan approval for the project to be known as "Merritt Subdivision". The project is located on 6.89 acres of property located on north side of Muller Road, approximately 1 mile south of Okeechobee Road in the AG-2.5 (Agricultural — 1 du/2.5 acre) Zoning District. It has been determined that this plat meets all applicable provisions of the St. Lucie County Land Development Code and Chapter 177, Florida Statutes. In accordance with provisions of Section 11.03.03(D) of the St. Lucie County Land Development Code, this office is requesting that the Board approve the final plat for the subdivision to be known as "Merritt Subdivision" and authorize for final signature and recording. Please contact this office if you have any questions on this matter. SUBMITTED: MarY Satterlee, Growth Management Director cc: Laventure & Associates. Inc. J. Michael Merritt Ron Harris, County Surveyor File c6U NTY F L 0 R I D A Environmental Resources Department Agenda Item Companion Report TO: Board of County Commission FROM: Yvette Alger Environmental Resources Department DATE: January 15, 2009 RE: Merritt Subdivision — Final Plat DEPARTMENT COORDINATION ERD worked closely with Growth Management and other members of the Development Review Committee on the Minor Site Plan approval. Growth Management subsequently requested ERD input on the proposed final plat. ERDINPUT ERD input was incorporated into the Minor Site Plan Development Order (GM-08-004). Additional ERD review will be required prior to approval of a Vegetation Removal Permit or Exemption. ERD RECOMMENDATION ERD has no objection to the proposed plat approval. PIo'�nature EDWIN "RY, Jr., CLERK OF THE CIRCUIT COUNT I,' t r l SAINT L IE COUNTY "AA AA FILE # 3225778 06/27/2008 at 10 12 AM � P` r RECORDING: $52 50 [ OR BOOK 2989 PAGE 1456 - 1461 Doc T e: ORD v CF (, 2,�F�E�F YP 'r Management 1 GM-08-004 2 MNSP- 6200.71238 3 4 A DEVELOPMENT ORDER OF THE GROWTH MANAGEMENT 5 DIRECTOR GRANTING APPROVAL FOR A MINOR SITE 6 PLAN TO BE KNOWN AS MERRITT SUBDIVISION 7 CONSISTING OF TWO (2) RESIDENTIAL LOTS FOR CERTAIN 8 PROPERTY LOCATED AT MULLER ROAD, FORT PIERCE, ST. 9 LUCIE COUNTY, FLORIDA. to 11 12 13 WHEREAS, the St. Lucie County Growth Management Director has reviewed the application for site 14 plan approval submitted by Laventure & Associates, Inc. on behalf of J. Michael Merritt, and also i5 reviewed the comments of the St. Lucie County Development Review Committee on this application, 16 and made the following determinations: 17 18 1. Merritt Subdivision is a proposed 2-lot subdivision on 6.89 acres of property located on north 19 side of Muller Road, approximately 1 mile south of Okeechobee Road in the AG-2.5 20 (Agricultural — 1 du/2.5 acre) Zoning District. 21 22 2. The Development Review Committee has reviewed the Site Plan for the proposed project and 23 found it to meet minimum technical requirements, subject to the conditions set forth in "PartA" 24 of this Growth Management Order. 25 26 3. The project is consistent with the general purpose, goals, objectives, and standards of the St. 27 Lucie County Comprehensive Plan and the St. Lucie County Land Development Code. 28 29 4. The project will not have an undue adverse effect on adjacent property, the character of the 30 neighborhood, traffic conditions, parking, utility facilities, or other matters affecting the public 31 health, safety, and general welfare. 32 33 5. All reasonable steps have been taken to minimize any adverse effect of the proposed project 34 on the immediate vicinity through building design, site design, landscaping, and screening. 35 36 6. The project will be constructed, arranged, and operated so as not to interfere with the 37 development and use of neighboring property, in accordance with applicable zoning district 38 regulations. 39 40 7. The project is to be served by adequate well and septic systems approved by the St. Lucie 41 County Health Department. 42 43 8. The applicant has applied for and received a certificate of capacity, a copy of which is attached 44 to this order as Exhibit A, as required under Chapter V, St. Lucie County Land Development 45 Code. 46 47 48 49 File No.: MNSP- 620071238 GM Order-08-004 May 13, 2008 Page 1 to 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 NOW, THEREFORE, BE IT ORDERED: A. Pursuant to Section 11.02.03 of the St. Lucie County Land Development Code, the proposed Minor Site Plan to be known as "Merritt Subdivision", is hereby approved as shown on the site plan drawings for the project date June 11, 2007 and last revised on April 1, 2008 , prepared by Laventure & Associates, Inc., date stamped received by the St. Lucie County Growth Management Department on April 3, 2008, on the property described below, subject to the following conditions: No clearing or other site work shall commence until after constructible engineering plans have been approved by the County Engineer and all county environmental permits have been issued by Environmental Resources Department pursuant to Section 11.02.08(A)(7) of the St. Lucie County Land Development Code. As of this date of issuance of this Growth Management Order, no constructible site development plans have been submitted for review. No work shall commence after the issuance of environmental permits by County, or of any other permits by any other agency, until the County Engineer has approved the constructible site plans. Pursuant to Section 11.02.08(A)(6) of the St. Lucie County Land Development Code, no work shall commence on the site until all regulatory permits required from Federal, State, and regional agencies and special districts have been issued. The Florida Department of Environmental Protection, National Pollutant Discharge and Elimination System compliance notice must be submitted to the County Engineer.with the constructible site plan at the time of building permit application or during permit review or no paving, grading, and drainage permit and no building permit shall be issued. All National Pollutant Discharge and Elimination System Best Management Practices shall be instituted on the site prior to site clearing and maintained daily. Stormwater ponds shall be roughed in at the same time the site is cleared of groundcover. 3. This Growth Management Order shall be recorded in the Public Records of St. Lucie County, Florida, in order to provide constructive legal notice of development conditions that run with the land. 4. The Code Compliance Manager shall receive a copy of this Growth Management Order and the site plan it approves and shall not approve any building permits that do not implementor are not consistent with this Growth Management Order and the plans hereby approved. 5. As a part of any Final Plat of the proposed project, the petitioner, his successors or assigns, shall convey or dedicate a 10 foot right-of-way along the Muller Road by plat to St. Lucie County. To the extent permitted under the County's Code and Compiled Laws, any such dedication may be considered eligible for Road Impact Fee Credits. 6. The Final Plat should note that the subject property is located three (3) miles southwest of the St. Lucie County International Airport which may cause noise or vibration. 7. Prior to issuance of Building Permit, the petitioner, his successors or assigns shall provide copies of the Florida Yard and Neighborhoods Handbook to the future buyers of the subject property. File No.: MNSP- 620071238 May 13, 2008 GM Order-08-004 Page 2 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 B. The property on which this Minor Site Plan approval is being granted is described as follows: THE EAST 1/2 OF THE EAST 1/2 OF THE SOUTHEAST 1/4 OF THE NORTHWEST 1/4 OF SECTION 34, TOWNSHIP 35 SOUTH, RANGE 39 EAST, ST. LUCIE COUNTY, FLORIDA, LESS AND EXCEPTING THE EAST 38 FEET FOR CANAL #93 OF THE NORTH ST. LUCIE RIVER DRAINAGE DISTRICT, THE WEST 60 FEET OF THE EAST 98 FEET, AND THE SOUTH 25 FEET FOR PUBLIC ROAD. SAID LAND CONTAINS 6.89 ACRES, MORE OR LESS. (TAX ID#: 2334-241 -0001 -0000) (Location: Located on north side of Muller Road, approximately 1 mile south of Okeechobee Road) C. The approvals granted by this Growth Management Order shall expire on May 13, 2010, unless an extension is granted in accordance with the provisions of Section l l .02.06 (B)l of the St. Lucie County Land Development Code. D. The Minor Site Plan approval granted under this Growth Management Order is specifically conditioned to the requirement that the petitioner, Jack M. Merritt, including any successors in interest, shall obtain all necessary development permits and construction authorizations from the appropriate State and Federal regulatory authorities including, but not limited to; the United States Army Corps of Engineers, the Florida Department of Environmental Protection, and the South Florida Water Management District, prior to the issuance of any local building permits of authorizations to commence development activities on the property described in "Part B". E. A copy of this Order shall be attached to the site plan drawings described in "Part A", which plan shall be placed on file with the St. Lucie County Growth Management Director and mailed, return receipt requested to the developer and agent of record as identified on the site plan applications. F. The Certificate of Capacity, attached as Exhibit A, shall be valid for the same period as this order. If this order expires or otherwise terminates, the Certificate of Capacity shall automatically terminate. G. This order shall be recorded in the Public Records of St. Lucie County. File No.: MNSP- 620071238 May 13, 2008 GM Order-08-004 Page 3 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 ORDER effective the 131h Day of May, 2008. GROWTH MANAGEMENT DIRECTOR ST. LUCIE COUNTY, FLORIDA BY Mark Sattidiee APPROVED AS TO FORM AND CORRECTNESS: ✓ BY V.- � Count Attorney as GAPLANNING\Project FileslMerritt Subdivision\GM Order\GM-08-004 ORDER.doc File No.: MNSP- 620071238 May 13, 2008 GM Order-08-004 Page 4 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 Exhibit A Certificate of Capacity File No.: MNSP- 620071238 May 13, 2008 GM Order-08-004 Page 5 St Lucie County Certificate of Capacity Date 5/13/2008 Certificate No. 2724 This document certifies that concurrency will be met and that adequate public facility capacity exists to maintain the standards for levels of service as adopted in the St Lucie Countv Comprehensive Plan for: 1. Type of development 2-lot Single -Family S/D Number of units 2 Number of square feet 2. Property legal description & Tax ID no. 233424100010000 N. side of Muller Rd, 1 mi. S of Okeechobee R Merritt Subdivision 3. Approval: Buildinq Resolution No. GM-08-004 Letter 4. Subject to the following conditions for concurrency: Owner's name Jack M. Merritt Address 4838 S US 1 Fort Pierce FL 34982 6. Certificate Expiration Date 5/13/2,010 This Certificate of Capacity is transferable only to subsequent owners of the same parcel, and is subject to the same terms, conditions and expiration date listed herein. The expiration date can be extended only under the same terms and conditions as the underlying development orderissued with this certificate, or for subsequent development order(s) issued for roperty, use and size as described herein. Signed Growth Nlbnagement Director St Lucie County, Florida Date: 6/3/2008 Tuesday, June 03, 2008 Page 1 of 2 AGENDA REQUEST ITEM NO: VI -El DATE: January 27, 2009 PUNTY IREGULAR: [ ] • R I D A PUBLIC HEARING [ ] CONSENT [X] TO: BOARD OF COUNTY COMMISSIONERS SUBMITTED BY: Parks & Recreation PRESENTED BY: Debra Brisson, Director SUBJECT: Second Contract Amend ment/ProfessionaI Sports Camps, Inc. BACKGROUND: See attached memorandum FUNDS AVAILABLE: N/A PREVIOUS ACTION: Facilities Use Agreement, dated March 12, 2007; First Amendment to Facilities Use Agreement, dated January 22, 2008 (attached) RECOMMENDATION: Staff recommends the Board approve the Second Amendment to the Recreation Division Facilities Use Agreement with Professional Sports Camps, Inc. and authorize the Chair to sign the Amendment as drafted by the County Attorney. COMMISSION ACTION: APPROVED [ ] DENIED [ ] OTHER County Attorney: CONCURRENCE: Approved 5-0 ----� Faye W. Outlaw, MPA County Administrator Coordination/Signatures Management & Budg%P t: urchasing: Danie McIntyre to t jk,Js+�� Marie Gouin Originating Dept: &IX Finance: Other: Debra Brisson (Check copy/sign only if applicable) Parks & Recreation Department 2000 Virginia Avenue Ft. Pierce, FL 34982 MEMORANDUM TO: Board of County CommisTr . FROM: Debra Brisson, Director DATE: January 27, 2009 RE: Agenda Item #VI -El: Second Contract Amendment /Professional Sports Camps, Inc. Professional Sports Camps, Inc. is based in Andover, New Jersey and has been using St. Lucie County athletic facilities for over 25 years. Between January and April of each year, they bring thousands of high school and college athletes from the northeast interested in baseball and softball to participate in one week camps. The Parks and Recreation Department has received between $25,000 and $35,000 in revenues from this activity. In addition, because of their length of stay and the number of athletes and parents who come, the economic impact for the County as a whole is significant. Information provided by Professional Sports Camps, Inc. estimates the economic impact to be $4.4 million annually. Restaurants, hotels, retail establishments, gas stations and entertainment venues all benefit from this organization's presence. Over the years, the Parks and Recreation Department and Professional Sports Camps have developed a good and solid relationship. They have provided funding to build enhancements to our ball fields and understand that adjustments must be made as circumstances change. The current contract, which runs through April 2016, gives the County the ability to review fees on an annual basis. In order to cover increasing costs in both personnel and operating supplies, staff has negotiated the changes reflected in the amendment presented. It also incorporates the new fees for use of field lights. Finally, the amendment corrects some discrepancies between the actual use of the fiends and the current contract language concerning use of the fields. Staff estimates the Parks and Recreation Department will receive between $35,000 and $40,000 as a result of the recommended changes. Staff recommends that the Board of County Commissioners approve the Second Amendment to the Recreation Division Facilities Use Agreement with Professional Sports Camps, Inc. and authorize the Chair to sign the Amendment as drafted by the County Attorney. DB:PR:bh C: Faye W. Outlaw, MPA, County Administrator Lee Ann Lowery, Assistant County Administrator Chron File SECOND AMENDMENT TO THE RECREATION DIVISION FACILITIES USE AGREEMENT (USE OF FIELDS FOR BASEBALL/SOFTBALL) THIS SECOND AMENDMENT, is made this day of 2009, between ST. LUCIE COUNTY, FLORIDA, a political subdivision of the State of Florida, herein after called the "COUNTY"), and PROFESSIONAL SPORTS CAMPS, INC., d/b/a FLORIDA COAST PROFESSIONAL BASEBALL SCHOOL, or his, its or their successors, executors, administrators, and assigns, herein after called the "SCHOOL." WHEREAS, on March 12"', 2007, the parties entered into a RECREATION DIVISION FACILITIES USE AGREEMENT (USE OF FIELDS FOR BA5EBALL/SOFTBALL), hereinafter called "Agreement," whereby the School was permitted to use and occupy the baseball and softball fields within Lawnwood Recreational Complex for the purpose of conducting a baseball and softball school as set forth in the Agreement; and WHEREAS, on January 22, 2008, the parties entered into a First Amendment to the Agreement to offset the Payments; and, WHEREAS, the parties desire to amend the Agreement, to change the dates and times the School may use and possess the premises; and, WHEREAS, the parties desire to amend the Agreement, to increase the fees and charges associated with the use of the premises. NOW THEREFORE, in consideration of the benefits accruing to each party, the parties agree to amend the Agreement as follows: Paragraph 1.02 of the Agreement is hereby amended as follows: 1.02 Use and Possession of Premises: The School shall have non- exclusive use and occupancy of the baseball and softball fields at the Recreational Complexes for the purpose of conducting a baseball and softball school during the months set forth below on Sundays through Saturdays. At Lawnwood and Lakewood Park, the School may use the baseball/ softball fields during the months of January through April from 8.30 a.m. to 11:00 p.m., unless otherwise scheduled for use by the County. The School shall contact St. Lucie County Sports Supervisor at (772) 462-1523 at least three (3) days in advance of any scheduled game in order to allow the County sufficient time to prepare the field(s). Paragraph 3.03 of the Agreement is hereby amended as follow: 3.03 Fees and Charges Increase Option: The County shall review all fees and charges associated with this Agreement on a yearly basis and shall have the option to increase the fees and charges associated with this Agreement as set forth in Exhibit A, attached hereto and -1- 6 made a part hereof. 3. Except as specifically amended herein, the remaining terms and conditions of the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their appropriate officials, as of the date first above written. ATTEST: Deputy Clerk ATTEST: S:\AT1Y\AGREEMNT\FAC-USE\Professional 5ports Camps2nd omendmpd -2- BOARD OF COUNTY COMMISSIONERS ST. LUCIE COUNTY, FLORIDA BY: Chairman APPROVED AS TO FORM AND CORRECTNESS: BY. County Attorney PROFESSIONAL SPORTS CAMPS, INC. d/b/a FLORIDA COAST PROFESSIONAL BASEBALL SCHOOL BY: PRESIDENT (SEAL) EXHIBIT A $15.50 per hour, any field used, day or night. $50 per hour for lights (Night game and practices will begin at 7:00 p.m. or later.) $15 per field prep for games. No charge for practices. For the 2009 season, the School agrees to pay half the cost for portable rest rooms at the Lawnwood Sports complex and up to four thousand five hundred and xx/100 dollars ( $4,500) for drying agent. -3- w C07-o3 IL/S RECREATION DIVISION FACILITIES USE AGREEMENT (USE OF FIELDS FOR BASEBALUSOFTBALL) THIS FACILITIES USE AGREEMENT dated this day of f'1�`'�`^ , 2002, is by and between ST. LUCIE COUNTY, FLORIDA, a political subdivision of the State of Florida, located at 2300 Virginia Avenue, Administration Annex, Fort Pierce, Florida, 34982, ("COUNTY"), and PROFESSIONAL SPORTS CAMPS, INC., d/b/o FLORIDA-COAST PROFESSIONAL BASEBALL SCHOOL, located at 20 Lynn Drive, Andover, NJ 07821 ("SCHOOL"). WITNESSETH: For and in consideration of the mutual terms and conditions hereinafter set forth: ARTICLE I 1.01 Premises: The County grants unto the School, the right to use for the term and upon the terms and conditions hereinafter set forth, no more than three (3) baseball and (3) softball fields during the months from January through April, within the Lawnwood Recreation Complex located at 19th Street and Virginia Avenue, Fort Pierce, Florida and four (4) baseball/softball fields during the months from January through April at Lakewood Park Regional Park located at 5990 Emerson Avenue, Fort Pierce, Florida (the "fields"), together with the right to the non-exclusive use, in common with others, of all such automobile parking areas, restrooms and grandstand areas, and other facilities as are common use, subject to the terms and conditions of this Facilities Use Agreement and to the rules and regulations for its use. At its sole discretion, the County may make other fields available for use by the School upon the same terms and conditions set forth herein. 1.02 Use and Possession of Premises: The School shall use and occupy the baseball and softball fields with the Recreational Complexes for the purpose of conducting a baseball and softball school during the months set forth below on Sundays through Fridays, unless otherwise authorized by the County's Recreation Coordinator. At Lownwood, the School may use the baseball fields during the months of January through April from 8:30 a.m. to 230'p.m. except Field 2 which may be used from 8:30 a.m. to 5;GTp.m. The School may use the softball fields during the months of January through April from 9:00 a.m. to 3:00 p.m. The School shall contact the St. Lucie County Sports Supervisor at (772) 462-1523 at least three (3) days in advance of any scheduled game in order to allow the County sufficient time to prepare the field. The School shall use and occupy the baseball/softball fields at the Lakewood Park Baseball Fieldsmpd 1 Regional Park for the purpose of conducting a baseball and softball school during the months set forth above on Sundays through Fridays, from 8:30 a.m. to 2.3O.0:m. unless otherwise authorized by the County's Recreation Coordinator. The School shall contact the St. Lucie County Sports Supervisor at least three (3) days in advance of any scheduled game in order to allow the County sufficient time to prepare the field. . . ARTICLE 2 2.01 Term: The term of this Agreement shall be through April 30, 2016. The County shall have the right to terminate this Agreement with or without cause, and thereby end any and all obligations created by this Agreement upon one hundred eighty (180) days written notification of termination to School. ARTICLE 3 3.01 Payment: For the term of this Agreement, the School shall pay the County as set forth in the Proposed Fees and Charges, attached hereto and made a part hereof as Exhibit "A". Payment shall be made no later than forty-five (45) days after usage. Any authorized use of the fields by the School outside of times dates set forth in Article 1 and Article 2 shall be charged to the School at the County's regular established fees and charges for the use of such fields. 3.02 Taxes: The School is responsible to pay any and all applicable taxes; and payment shall be due and payable as required by law. 3.03 Fees and Charges Increase Option: The County shall review all fees and charges associated with this Agreement on a yearly basis and shall have the option to increase the fees and charges associated with this Agreement as determined by the County. ARTICLE 4 4.01 Assignment, Leasing and Successors in Interest: School shall not lease the property in whole or any part, nor assign this Agreement to any other persons or firm without first obtaining the County's prior written approval. It is covenanted and agreed that all covenants, conditions, agreements and undertakings contained in this Agreement shall extend to and be binding on the respective successors and assignees accepted by the County. ARTICLE 5 5.01 County's Obligations: The County will provide the following services at the Fields: Baseball Fieldsmpd 2 a. Field maintenance services on Sundays through Fridays, which shall include filling in any holes around homeplates, the pitcher's mound, and the basis; dragging the clay area of the fields, and upon request, the lining of the fields. b. Janitorial services which services will include restrooms and grandstand areas. C. Provide basis, pitcher's rubbers and home plate. It is specifically understood and agreed that the School will provide all other playing equipment not identified in this Article. d. It shall not engage in any form of solicitation in connection with the operation of the School on the premises described herein. e. It shall not use the baseball and softball fields for any purpose other than as set forth herein; and shall at all times obey and comply with all present and future laws and ordinances of the U.S. Government, State of. Florida, County of St. Lucie, and the City of Fort Pierce, insofar as such laws or ordinances pertain to the premises herein or the activity in which the School is involved. f. In the event of a default in payment or other charges or expenses due from the School to County, or a default in performance of any covenant, condition, or provision herein contained, County may serve written notice of such default on School; and if school shall not cure the some within ten (10) days, County may immediately terminate this Agreement and repossess the premises involved. g. That the School under the terms of this Agreement, is and shall be at all times an independent School and operator responsible to all parties for all of its acts or omissions. It is further agreed that in its use and enjoyment of the premises herein, including the facilities thereon, School will indemnify, save, and hold harmless the County from and against any and all claims, actions, damages, liability, and expenses in connection with the loss of life, personal injury, or damage to property occurring in or about, or arising out of, the demised premises, or occasioned wholly or in part by any act or omission of the School, its agents or representatives. h. That the School shall not at any time assign this Agreement or any part thereof without the written consent of the County. ARTICLE 6 6.01 Conflict of Interest: The School represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the Baseball Fieldsmpd 3 performance of services required hereunder, as provided for in Florida Statutes 112.311. The School further represents that no person having any interest shall be employed for said performance. The School shall promptly notify the County in writing by certified mail of all potential conflicts of interest prohibited by existing state law for any prospective business association, interest or other circumstances which may influence or appear to influence the School's judgment or quality of services being provided hereunder. Such written notification shall identify the prospective business association, interest or circumstance, the nature of work that the School may undertake and request an opinion of the County as to whether the association, interest or circumstance would, in the opinion of the County, constitute conflict of interest if entered into by the School. The County agrees to notify the School of its opinion by certified mail within thirty (30) days of receipt of notification by the School. If, in the opinion of the County, the prospective business association, interest or circumstance would not constitute a conflict of interest by the School, the County shall so state in the notification and the School shall, at his/her option, enter into said association, interest or circumstance and it shall be deemed not in conflict of interest with respect to services provided to the County by the School under the terms of this Agreement. ARTICLE 7 7.01 Indemnification: In consideration of the benefits received pursuant to this Agreement, School does hereby agree and covenants to defend fully, protect, indemnify and hold harmless the County from and against each and every claim, demand or cause of action and any and all liability, cost, expense (including but not limited to reasonable attorneys' fees, costs and expenses incurred in defense of the County, even if incident to appellate, post -judgment or bankruptcy proceedings, damages or loss in connection therewith, which may be made or asserted by the County, the County's employees or agents, invitees or any third parties on account of personal injury, death, damage or property damage caused by, arising out of or in any way incidental to or in connection with School's operation of the property. At the election of the County, School shall contest and defend the County against any such claims of liability against the County. The County shall in any event, have the right, through counsel of its choice, to control the defense or response to any such claim to the extent it could affect the County financially. Only those matters which are determined by a final, nonappeolable judgment to be the result of the negligence of the County or the negligence of a third party who is not an agent, employee, invitee, or subcontractor of School shall be excluded from School's duty to indemnify the County, but only to the extent of negligence of the County or such third party. For the purpose of this Article, the term "School" sholl be deemed to include the Board of County Commissioners and its agents, employees and affiliates. For purposes of this indemnification, "claims" shall mean and include all obligations, actual and consequential damages and costs reasonably incurred in the defense of any claim against the County, including, but not limited to attorneys' and expert witness fees, costs of investigation Baseball Fields.wpd 4 and proof of facts, court costs, other litigation expenses, and travel and living expenses. The County shall have the right to defend any such claim against it in such manner as the County deems appropriate or described in its sole discretion. ARTICLE 8 8.01 Liability for Damage or Injury: The County shall not be liable for any damage or injury which may be sustained by any party or persons on the Property other than the damage or injury caused solely by the negligence of the County. ARTICLE 9 9.01 Notices: Wherever in this Agreement it shall be required or permitted that notice or demand be given or served by either party to or on the other, such notice or demand shall not be deemed to have been duly given or served unless in writing and either personally delivered or forwarded by registered or certified mail, postage prepaid, to the respective addresses hereinafter set forth. Such addresses may be changed from time to time by either party by serving notice as above provided. TO COUNTY: WITH COPY T0: St. Lucie County Administrator St. Lucie County Attorney 2300 Virginia Avenue 2300 Virginia Avenue 3rd Floor Administration Annex 3rd Floor Administration Annex Fort Pierce, Florida 34982 Fort Pierce, Florida 34982 WITH COPY TO: Parks b Recreation Director 2300 Virginia Avenue Fort Pierce, Florida 34982 TO SCHOOL: Vincent Carlesi Professional Sports Camps, Inc. 2546 Cropsey Avenue Brooklyn, New York 11214 ARTICLE 10 Baseball Fieldsmpd 10.1 Insurance: The School shall maintain the following insurance during the term of this Agreement: A. Workmen's Compensation and Employer's Liability Insurance -Worker's Compensation Insurance shall provide for the limits required by Chapter 440, Florida Statutes (1995),and as may be amended from time to time. The School's liability shall be for a limit of no less than five hundred thousand and 0/100 ($500,000.00) dollars. If School, its partners, or officers request a waiver of exemption under Section 440.04, Florida Statutes (1995), and as may be amended from time to time, School agrees to provide full disclosure of this waiver to the County and the County shall have the right to reject School's waiver of exemption. B. General Liability Insurance - School shall provide Commercial General Liability Insurance written on an occurrence basis, including product liability/completed operations, contractual liability, fire legal liability for a limit of at least one million dollars and 0/100 ($1,000,000.00) dollars, combined single limit for bodily injury, illness and property damage. School shall also provide Coverage B (Personal Injury), written at a sub -limit of at least one hundred thousand and 0/100 ($100,000.00) dollars and Coverage C (Medical Payments) of at least five thousand and 0/100 ($5,000.00) dollars per person and twenty-five thousand and 0/100 ($25,000.00) dollars per occurrence. The policy shall also provide the County will be given a thirty (30) day written notice of cancellation or non -renewal and include County as an additional insured. C. Business Automobile Liability - The School shall maintain and, prior to commencement of this contract, provide the County with evidence of business automobile liability insurance to include: 1) coverage for any automobile for limits of not less than $1,000,000 combined single limit (bodily injury & property damage) per accident and 2) Personal Injury Protection (Florida no-fault) with full statutory limits. The policy shall also provide the County will be given a thirty (30) day written notice of cancellation or non -renewal and include County as an additional insured. D. The County shall maintain and keep in force property insurance on the Property. School shall be responsible for keeping in force fire and extended coverage on all its own equipment, contents, improvements and betterment. The insurance required shall include those classifications as listed in Standard Liability Insurance Manuals, which most nearly reflect the operations of School under this Agreement. All insurance policies and surety bonds required under this Agreement shall be issued by companies authorized to do business under the laws of the State of Florida, with the following qualifications as a management and financial strength: 7he Company must be rated no less than "A" as to general policy holders rating, Baseball Fcldsmpd 6 and no less than "X" as to financial rating, in accordance with the latest edition of Best's Key Rating Guide, published by A.M. Best Company, Inc. School shall furnish Certificates of Insurance to the County at least fifteen (15) days prior to the commencement of operations, which Certificates shall clearly indicate that School has obtained insurance in the type, amount and classifications as required for strict compliance of the insurance provisions of this section. The County reserves the right to reasonably amend the insurance requirements by the issuance of notice in writing to School ARTICLE 11 11.01 Termination by County: A. The occurrence of any of the following may cause this Agreement to be automatically terminated: 1. Institution of proceedings in voluntary bankruptcy by School. 2. Institution of proceedings in. involuntary bankruptcy against School if such proceedings continue for a period of thirty (30) days. 3. Assignment by School for the benefit of creditors. 4. Abandonment by School of, and discontinuance of operations hereunder. B. The County may terminate this Agreement upon a breach by School of any of the terms, covenants, or conditions contained in this Agreement and the failure of School to remedy such breach for a period of thirty (30) calendar days after receipt of written notice sent by certified mail to School of the existence of such breach. C. The County may terminate this Agreement without cause within one hundred eighty (180) days written notice to the School. ARTICLE 12 12.01 Termination by School: School shall have the right upon thirty (30) calendar days written notice to the County to terminate this Agreement at any time after the occurrence of one or more of the following events: A. Issuance by any court of competent jurisdiction of any injunction substantially Baseball Fields.wpd 7 restricting the use of the Property for School purposes, if the injunction remains in force for a period of more than ninety (90) calendar days. B. A breach by the County of any of the terms, covenants or conditions contained in this Agreement and the failure of the County to remedy such breach for a period of thirty (30) calendar days after receipt of written notice sent by certified mail from School of the existence of such breach. C. School may terminate this Agreement without cause upon one hundred eighty (180) days written notice to the County. ARTICLE 13 13.01 Non-discrimination: A. School for itself, its personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree that: 1. That in the construction of any improvements on, over, or under such property and the furnishing of services thereon, no person on the grounds of race, color, national origin or sex shall be excluded from participation in, be denied the benefits'of, or otherwise by subjected to discrimination. 2. School shall not discriminate against any employee or applicant for employment to be employed in the performance of the contract with respect to hiring, tenure, terms, conditions or privileges of employment, or any matter directly or indirectly related to employment because of age, sex or physical handicap (except where based on a benefit occupational qualification); or because of marital status, race, color, religion, national origin or ancestry. B. That in the event of breach of any of the above non-discrimination covenants, the County shall have the right to terminate the Agreement. ARTICLE 14 14.01 Rules and Regulations: School will observe, obey and comply with all rules and regulations adopted by the County and all laws, ordinances and/or rules and regulations of other governmental units and agencies having lawful jurisdiction, which may be applicable to School's operations under this Agreement. ARTICLE 15 Oweball Feeldsmpd 15.01 Payment of Obligations: School shall pay all taxes, utility charges and other costs lawfully assessed against its interests in the Property, its improvements and its operations under this Agreement. ARTICLE 16 16.01 Indulgence Not Waiver: The indulgence of either party with regard to any breach or failure to perform any provision of this Agreement shall not be deemed to constitute a waiver of the provision or any portion of this Agreement either at the time the breach or failure occurs or at any time throughout the term of this Agreement. ARTICLE 17 17.01 Interpretation; Venue: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior verbal or written agreements between the parties with respect thereto. This Agreement may only be amended by written document, properly authorized, executed and delivered by both parties hereto. This Agreement shall be interpreted by the laws of the State of Florida. In the event it is necessary for either party to initiate legal action regarding this Agreement, venue shall be in the Nineteenth Judicial Circuit for St. Lucie County, Florida, for claims under state law and the Southern District of Florida for any claims which are justiciable in Federal Court. ARTICLE 18 18.01 Mediation: In the event of a dispute between the parties in connection with this Agreement, the parties agree to submit the disputed issue or issues to a mediator for non -binding mediation prior to filing a lawsuit. The parties shall agree on a mediator chosen from a list of certified mediators available from the Clerk of Court for St. Lucie County. The fee of the mediator shall be shared equally by the parties. To the extent allowed by law, the mediation process shall be confidential and the results of the mediation or any testimony or argument introduced at the mediation shall not be admissible as evidence in any subsequent proceeding concerning the disputed issue. ARTICLE 19 19.01 Attorneys' Fees and Costs: In the event of any dispute concerning the terms and conditions of this Agreement or in the event of any action by any party to this Agreement to judicially interpret or enforce this Agreement or any provision hereof, or in any dispute arising in any manner from this Agreement, subject to the provisions of Section 768.28, Florida Statutes, and in no way altering the extent of the County's liability under 768.28, Baseball Aelds.wpd 9 Florida Statutes, the prevailing party shall be entitled to recover its reasonable costs, fees and expenses, including but not limited to, witness fees, expert fees, consultant fees, attorney, paralegal and legal assistant fees, costs and expenses and other professional fees, costs and expenses, whether suit be brought or not, and whether any settlement shall be entered in any declaratory action, at trial or on appeal. The liability of the School and its surety or sureties, if any, for such fees and costs is joint and several. ARTICLE 20 20.01 Non -Waiver: The rights of the parties under this Agreement shall be cumulative and the failure of either party to exercise properly any rights given hereunder shall not operate to forfeit any of the said rights. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their appropriate officials, as of the date first above written. ATTEST: Deputy Clerk v. gt Y `-. v "�3 ATTEST: Baseball Fieldsmpd 10 BOARD OF COUNTY COMMISSIONERS ST. LUCIE 'FI. �A irman APPROVED AS TO FORM AND CORRECTNESS: BY: ae�_� 040 County Attorney PROFESSIONAL SPORTS CAMPS, INC. 'd/b/a FLORIDA COAST PROFESSIONAL BAS B LL SC L BY. PRESIDENT (SEAL) PROPOSED FEES AND CHARGES Florida Baseball School Baseball Field Rental (Sunday- Friday)- Lawnwood Sports Complex & Lakewood Park $450.00 per week / per field (Field 1,3,4) 8:30 a.m. -gym. ii Pry^ (6 hrs) $600.00 per week (Field 2) 8:30 a.m. - 5:0G-Vm. 1 ppi (8.5 hrs) Softball Field Rental (Sunday - Friday) - Lawnwood Sports Complex ONLY $360.00 per week / per field (Field 1,2,3) 9:00 a.m. - 3:00 P.M. (7 hrs) Baseball Field Rental / Other Applicable Fees - Lownwood Sports Complex & Lakewood Park Daytime Practices (After 3:00 p.m.) Sunday - Friday $25.00 per 2.hrs. Daytime Games (After 3:00 p.m.) Sunday - Friday 40.00 per game (includes maintenance / field prep) Night Practices (Field Lights Used) 100.00 per practice Night Games (Field Lights Used) 115.00 per game Softball Field Rental / Other Applicable Fees Daytime Practices (After 3:00 p.m. Sunday - Friday) $15.00 per 2 hours Daytimes Games (After 3:00 p.m. Sunday - Friday) $30.00 per game (includes maintenance / field prep) Night Games (Field Lights Used) $30.00 per practice $45.00 per game Softball Field Rental (Saturday) - Lawnwood Sports Complex ONLY Baseball Fields.wpd 11 $15.00 per 2 hours (practice) $30.00 per game (day game) $30.00 per night (practice) $45.00 per game (night game) Baseball Field Rental (Saturday) - Lawnwood Sports Complex & Lakewood Park $25.00 per 2 hours (practice) $40.00 per game (day game) $100.00 per night (practice) $115.00 per game (night game) Baseball Fields.wpd 12 f-+.R.71 r%1T1Lj-4WIT\4_4r I 1 %./ 11 it - RECREATION DIVISION q-d34 FACILITIES USE AGREEMENT (USE OF FIELDS FOR BASEBALL/SOFTBALL) THIS FIRST AMENDMENT, is made this J)'day of 08, between ST. LUCIE COUNTY, FLORIDA, a political subdivision of the State f Florida erein nfter called the "COUNTY"), and PROFESSIONAL SPORTS CAMPS, INC., d/b/a FLORIDA COAST PROFESSIONAL BASEBALL SCHOOL, or his, its or their successors, executors, administrators, and assigns, herein after called the "SCHOOL". WHEREAS, on March 12th, 2007, the parties entered into a RECREATION DIVISION FACILITIES USE AGREEMENT (USE OF FIELDS FOR BASEBALL/SOFTBALL), hereinafter called "Agreement", whereby the School was permitted to use and occupy the baseball and softball fields within Lawnwood Recreational Complex for the purpose of conducting a baseball and softball school as set forth in the Agreement; and WHEREAS, the parties desire to amend the Agreement, to offset the Payments. NOW THEREFORE, in consideration of the benefits accruing to each party, the parties agree to amend the Agreement as follows: 1. Paragraph 3.01 of the Agreement is hereby amended as follows: 3.01 Payment: For the term of this Agreement, the School shall pay twenty-seven thousand twelve dollars ($27,012.00) to the County by February 1, 2008. The County agrees to use the monies for the construction of a two -tunnel batting cage at Lakewood Regional Park. The County shall charge the School for the use of the Premises in section 1.01 and credit the fees against the twenty- seven thousand twelve dollars ($27,012.00) for a period of three (3) years beginning with January 2008 season and ending with April 31, 2011 season. If all monies are not credited, the School waives the right to any further credit. 2. Except as specifically amended herein, the remaining terms and .conditions of the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their appropriate officials, as of the date first above written. ATTEST: r G:\ATTY\AGREEMNT\FAG-USE\Professional Sports Camps AM.wpd BOARD OF COUNTY COMMISSIONERS ST. LUCIE COONMOA BY: Ch irman BY: TO FORM A U PROFESSIONAL SPOM CAMPS, INC. d/b/a FLORIDA COAST PROFESSIONAL BASEBALL SCHOOL BY: PRESIDENT (SEAL) AGENDA REQUEST ITEM NO: VI-E2 COUNTY F L O R I D A - TO: BOARD OF COUNTY COMMISSIONERS DATE: January 27, 2009 REGULAR: [ ] PUBLIC HEARING [ ] CONSENT [X] SUBMITTED BY: Parks & Recreation PRESENTED BY: Debra Brisson, Director SUBJECT: Permission to Apply for Summer Camp Grants BACKGROUND: See Attached Memorandum FUNDS AVAILABLE: N/A PREVIOUS ACTION: N/A RECOMMENDATION: Staff recommends Board approval of one grant application to the Ft. Pierce Redevelopment Agency and two grant applications to the Children's Services Council of St. Lucie County for summer camp programs, authorize acceptance of the funds, if approved, and authorize the Chair to sign the Grant Agreements. COMMISSION ACTION: APPROVED [ ] DENIED [ ] OTHER Approved 5-0 County Attorney: CONCURRENCE: Faye W. Outlaw, MPA County Administrator Coordination/Signature Ism Management & Budget' D 1` urchasing: Daniel Fclntyre �Ara�� �,gRs�oa�`�u,' Marie Gouin Desiree Cimino Originating Dept: 4�Finance: Other: Debra Brisson rt (Check copy/sign only if applicable) 7�k its ,g: A Parks & Recreation Department 2000 Virginia Avenue Ft. Pierce, FL 34982 MEMORANDUM TO: Board of County Commissioners FROM: Debra Brisson, Director i t� DATE: January 27, 2009 RE: Agenda Item VI-E2: Permission to Apply for Summer Camp Grant Funding For the past several years, the Recreation Division has applied for grant funding to provide scholarships to children who attend the summer camps operated by the Division. This year, the Division wishes to apply to the Children's Services Council of St. Lucie County and to the Ft. Pierce Redevelopment Agency. Applications to these organizations will be due soon and Board approval is requested in order to begin the grant process. The following requests are being made for Summer Camp 2009: Ft. Pierce Redevelopment Agency - $28,800 for Camp @ Lincoln Park Community Center Children's Services Council of St. Lucie County - $27,700 for Camp @ Havert L. Fenn Center Children's Services Council of St. Lucie County - $25,600 for Camp @ Westwood High School If awarded, these funds will provide full or partial scholarships to 130 or more children allowing us to offer scholarships equal in number to those that we provided in 2008. Staff recommends that the Board of County Commissioners approve one grant application to the Ft. Pierce Redevelopment Agency and two grant applications to the Children's Services County of St. Lucie County for summer camp programs, authorize acceptance of the funds, if approved, and authorize the Chair to sign the Grant Agreements. DB:PR:bjh C: Faye W. Outlaw, MPA, County Administrator Lee Ann Lowery, Assistant County Administrator Chron File AGENDA REQUEST ITEM NO. VI-r DATE: Jan. 27, 2009 REGULAR [ ] PUBLIC HEARING [ ] CONSENT[x] INVESTMENT FOR THE I—U I UKE TO: BOARD OF COUNTY COMMISSIONERS PRESENTED BY: DON MCLAM ASSISTANT DIRECTOR SUBMITTED BY (DEPT): CENTRAL SERVICES SUBJECT: Work Authorization with Sims Wilkerson Engineering, through continuing contract #C07-05-256, to provide a design plan for the air conditioning system replacement at the State Attorney's Office -Empire I at a cost of $43,000. BACKGROUND: See Attached Memorandum FUNDS AVAIL: 001-1931-546200-1524 (Maintenance Projects) FUNDS WILL BE MADE AVAIL: 001-1931-531000-1524 (Professional Services) PREVIOUS ACTION: N/A RECOMMENDATION: Staff recommends the Board of County Commissioners approve a Work Authorization with Sims Wilkerson Engineering, through continuing contract #C07-05-256, to provide a design plan for the air conditioning system replacement at the State Attorney's Office - Empire I at a cost of $43,000. The design plan is to divide this project into two phases: Phase I will be accomplished FY 08-09. Phase II is unfunded and upon budget approval will be accomplished FY 09-10. Staff further recommends the Board authorize the Chair to sign the work authorization as prepared by the County Attorney. MISSION ACTION: Dd APPROVED [ ] DENIED [ ] OTHER: Approved 5-0 Coordination/Sig4atures County Attorney: d/ v Dan Mc.l��]]tr Originating Dep�JlV� s? Don McLam Finance: (Check for Copy only, if Applicable) CONCURRENCE: Faye W. Outlaw, MPA County Administrator Mgt. & Budget: P c sing Mgr.: Marie Go n r t i'�a+. ��jC` -,�i1 Other: Other: Eff. 1 /97 H:\AGENDA\AGENDA-321 SIMS WILK W.A.-STATE ATTORNEY.DOC W MEMORANDUM DEPARTMENT OF CENTRAL SERVICES TO: Board of County Commissioners FROM: Don McLam, Assistant Director�)YA � DATE: January 27, 2009 SUBJECT: Work Authorization with Sims Wilkerson Engineering, through continuing contract #C07-05-256, to provide a design plan for the air conditioning system replacement at the State Attorney's Office -Empire I at a cost of $43,000. BACKGROUND: The State Attorney's Office -Empire I is a four-story building. The air conditioning systems were installed in 1988 and have deteriorated to the point that they must be replaced. The design plan for this project is to divide it up into two phases: Phase I will include air-conditioning equipment replacement on the first two floors and Phase II will include the remaining third and fourth floors. This project is part of Central Services 5Yr. Capital Improvement Plan and Phase I will be accomplished through budgeted FY 08-09 Investment for the Future Funds. Phase II is unfunded and upon budget approval will be accomplished FY 09-10. Staff is recommending the Board approve a Work Authorization with Sims Wilkerson Engineering, through continuing contract#C07-05-256, to provide a design plan forthe air conditioning system replacement at the State Attorney's Office -Empire I at a cost of $43,000: (Attachment 1) I -Field Investigations $ 3,000.00 II -Construction Documents $32,000.00 III -Construction Period Services 1. First Project $ 8,000.00 $43,000.00 The design plan fees include the entire project and construction oversight for Phase I only. Phase II will only require construction oversight. P, ATTACHMENT � Sims Wilkerson Cartier Engineering, Inc. MEMORANDUM To: Robert Ettswold St. Lucie County From: Gary Wilkerson Reference: State Attorney's Office Building Subject: Air Conditioning Systems Replacement January 5, 2009 1. Background a. This proposal is being prepared as a part of a continuing service agreement with the County and the terms and conditions of the master agreement are anticipated to be included as a part of a future purchase order. b. The air conditioning systems at the State Attorney's office building were installed in 19 8 &nd have deteriorated to the point that they must be replaced. 2. Scope of Work a. The design of this project is to divide the construction into two projects. Approximately half of the project (twelve units) is to be replaced as a part of the first project and the remainder in a subsequent project. b. The existing air conditioning units are to be replaced. c. An outside air pre -conditioning system is to be added to the building. 3. Scope of Services: a. Documentation of existing systems and equipment. b. Preparation of architectural backgrounds in AutoCAD. c. Preparation of selective demolition drawings for systems directly impacted by the proposed work. d. Heating, ventilation and air conditioning systems design including provisions for ventilation with outside air, toilet exhaust, and modifications and additions of air conditioning equipment and systems within the space. e. Preparation of the required energy code submittal. f. Power systems design including connecting to the building power service, modifications or additions to the distribution system and connection to equipment. g. Fire alarm design for the addition to the building fire alarm system to accommodate the improvements. h. Bid period services including interpretation of the construction documents, response to contractor questions and the issuing of clarifications to the construction documents. i. Construction period services including review of contractor submittals, response to contractor request for information and up to six site visits 12124 HighTech Avenue • Suite 2 Orlando, on a 32817 • ( ) 4 ( ) -5 10 -a- r-,f --.) during construction for the review of the contractor's general compliance with the construction documents. j. There are two construction periods that include all of the services defined above (i.e. six site visits for each construction period.) 4. Basis of Compensation a. For basic services as defined above: i. Field investigations $3,000 ii. Construction Documents $32,000 iii. Construction period services 1. First project $8,000 2. Second project $8,000 iv. Total Fee $51,000 b. The above fees are set up to allow for the entire project to be designed at one time put for the two construction projects to be scheduled at different times. c. Expenses for travel, long distance telephone, plotting, printing, shipping and delivery are included within the above fees. d. For additional services that are not included within this scope above, the client may request a lump sum fee proposal or authorize the work to proceed with compensation based on the actual hours required billed at the Engineer's current published hourly rates. e. Hourly Rate Schedule i. Principal (Chief Engineer) $185.00 ii. Project Manager $145.00 iii. Senior Engineer $125.00 iv. Engineer $85.00 v. Senior Designer (Senior Engineering Technician) $95.00 vi. Designer (Engineering Technician) $75.00 vii. CAD / Computer Technician $65.00 viii. Secretary/Clerical $45.00 12124 High TechAvenue • Suite Orlando, Florida ) - () 380-5900 'k LINE -TO -LINE TRANSFER REQUEST (DEPARTMENT: CENTRAL SERVICES DATE: ITO: 001-1931-531000-1524 PROFESSIONAL SERVICES $43,000.00 $0 STATE ATTORNEY I -MAINTENANCE PROJECTS/AC REPLACEMENTS, PHASE I $43,000.00 FROM 001-1931-546200-1524 MAINTENANCE PROJECTS $43,000.00 $212 )N FOR TRANSFER: FUND TRANSFER IS NEEDED TO MOVE FUNDS INTO THE CORRECT ACCOUNT FOR ENGINEERING SERVICES FOR THE ABOVE PROJECT. CONTACT PERSON: DEPARTMENTAL APPROVAL: OMB APPROVAL: ADMINISTRATION APPROVAL: OMB NOTES: INPUT DATE: LINE -TO -LINE TRANSFER #: KIMBERLEE GAGN $43,000 INPUT BY: DOCUMENT M PHONE #: 01 /15/081 14 AGENDA REQUEST M r, CC)UNTY F L 0 R I D A TO: BOARD OF COUNTY COMMISSIONERS SUBMITTED BY: PUBLIC WORKS ADMIN (4117) ITEM NO. VI-G1 DATE: January 27, 2009 REGULAR [ PUBLIC HEARING [ ] CONSENT [ X PRESENTED BY: A�ak _ A SUBJECT: Request Board of County Commissioners approval for award of Emergency contract with Technical Inspections, Inc. for removal of silt sediments on the pumps at Platt's Creek Stormwater Facility. BACKGROUND: See attached memo. FUNDS WILL BE MADE AVAILABLE IN: Funds will be made available in account 102001-3725-546300- 3112, Platt's Creek, Grounds Maintenance. PREVIOUS ACTION: On April 13, 2004, the BOCC awarded the construction of the Platt's Creek Stormwater Project to WPC Industrial Contractors, Inc. in the amount of $2,745,740. On May 25, 2004, the Board approved Platt's Creek Stormwater Project - Work AuthorizationNo. 5 (CO3-10-686) for Soil Testing Services with Dunkelberger Engineering & Testing, Inc. On October 11, 2005, staff recommended the Board approve Platt's Creek Stormwater Project — First Amendment to Work Authorization No. 5 for Soil Testing with Dunkelberger Engineering & Testing Inc. for the Platt's Creek Stormwater Project in the amount of $25,000 and extending the contract to January 31, 2006. On October 18, 2005, the BOCC approved Change Order No. 1 in the amount of $26,340.75 for modification to the Platt's Creek Stormwater Management Facilities project. The proposed modifications will improve the connection between the existing drainage facilities constructed in 2000 with the newly constructed stormwater management facilities. On December 20, 2005, the BOCC approved a reduction in the overall retainage of the Platt's Creek Stormwater Management Facilities project with WPC Industrial Contractors, Ltd. from ten percent (101/o) to five percent (51/o). On February 7, 2006, the Board approved Change Order No. 2 for a time extension to the Platt's Creek Stormwater Management Facilities project and approved a reduction in the overall retainage of the project with WPC Industrial Contractors, Ltd. from five percent (51/o) to one percent (1%) for the remainder of the contract. On February 28, 2006, the BOCC approved Change Order No. 3 in the amount of $248,485.00 for improvements to the Platt's Creek Stormwater Management Facilities project. On October 9, 2007, the BOCC approved Change Order No. 4 in the deductive amount of ($44,520.00) and approved final acceptance of the Project. On December 18, 2007, the Board of County Commissioners approved to purchase equipment components and services from Sanders and Company, Inc. to upgrade the pump controls at Platt's Creek Stormwater Facility. RECOMMENDATION: Staff recommends Board of County Commissioners approval of an Emergency contract It Ml with Technical Inspections, Inc. in the amount of $33,950.00 for removal and cleaning of silt sediments and repairs on the pumps at Platt's Creek Stormwater Facility and signature of Chair. COMMISSION ACTION: N APPROVED [ i OTHER: Approved 5-0 [ ] DENIED CONCURRENCE: Faye W. Outlaw, MPA County Administrator Coordination/Signatures , "A County Attorney: Management & Budget & Purchasing:1i_)K���� Daniel McIntyre Marie. Gouin4lissa in herlund � � 9Sv, L[ t v 4N Public Works: !� ' Engineering: Other: 45onaJIB. West Michael Powley Finance: (Check for Copy only, if applicable) Shai Francis PUBLIC WORKS DEPARTMENT ADMINISTRATION MEMORANDUM TO: Board of County Commissioners FROM: Don West, Public Works Director�V, DATE: January 27, 2009 RE: Request Board of County Commissioners approval of Emergency contract with Technical Inspections, Inc. for removal of silt sediments on the pumps at Platt's Creek Stormwater Facility. BACKGROUND: In April of 2004, the Board awarded the construction contract for the Platt's Creek Stormwater Project. The Stormwater Facility consists of a 16 acre detention pond and a large quadraplex pump station. The Facility became fully operational in May, 2007. We have upgraded the pump equipment and controls to have the capability of injecting alum treatment to provide a higher level of water treatment. In August 2008, rainfall from Tropical Storm Fay caused a high level of sediment and other debris to be washed down Platt's Creek and into the pump station sump. Additionally, the velocity of flow caused significant scouring underneath the Southern retaining wall. Surface waters are now flowing under the wall and will eventually lead to structure failure. Approximately 1000 cubic yards of material must be removed and repairs made to the wall for the system to become operational and structurally sound. The attach proposals from Technical Inspection, Inc. outlines the preferred method for cleaning and repairs to the Platt's Creek Stormwater treatment facility. We have discussed this with FEMA, and there will not be a reimbursement. Page 3 of 3 A Technical Inspections, Inc. 808 S.W. Imperial Drive Palm City, FL 34990 Office (772) 597-5755 Fax (772) 597-5750 Proposal Date Proposal 1/8/2009 1107 Customer Name Project Name St. Lucie County Platts Creek Stormwater Treatment Public Works Administration Pump Intake Lagoon 2300 Virginia Avenue Ft. Pierce, FL 34982 Description Total Removal of sand and silt sediment from pump intake lagoon by method of 6" diver assisted 30,550.00 suction dredge. Material will be pumped into a spoil area on site built by others. Tll will assist County in construction of spoil area. Tll will install 500' to 600' of 6" HDPE dredge pipe to spoil site from lagoon. Tll will dredge to design depth or to concrete slab. T11's diver will assist the County in the removal of large objects that can not be pumped by dredge. Tll's diver will clean pump intake and inspect for obstructions. Payment due upon completion. Total $30,550.00 Thank you for this opportunity to offer you this cost proposal. In order to start said work the proposal must be signed and sent back to the above fax number. All work described in this proposal will be performed in a workman like manner. Proposals are valid for 15 days after proposal date. Insurance information is provided on request. A deposit is due in order to start project and the remainder of the invoice is DUE ON DAY WORK IS COMPLETED. Other terms must be neogotiated in advance and indicated on proposal. In NO case shall the due date exceed 30 days from the date the work was completed. Finance charges of 1.5% per month and any costs incurred to collect balances due will be added to original invoice amount. Any change of, or addition to, work described in this proposal, must be in the form of a written CHAN 'l: ORDE& sismed by original siener. Acceptance Signature/Date Pat Dean, President Technical Inspections, Inc. ♦ �o�l+f'�•t Technical Inspections, Inc. 808 S.W. Imperial Drive Palm City, FL 34990 Office (772) 597-5755 Fax (772) 597-5750 Proposal Date Proposal 1/8/2009 1108 Customer Name Project Name St. Lucie County Platts Creek Stormwater Treatment Public Works Administration Pump intake Lagoon 2300 Virginia Avenue Ft. Pierce, FL 34982 Description Total Repair washout under wall of lagoon South side at over flow by installing PVC sheet piling 3,400.00 a minimum of 3' below bottom of footer to 6" above top of footer approximately 15 LF. T11 will seal top of sheet piling with concrete then wash sand back under footer. NOTE: This quote is based on completing this project at the same time as the dredging 0.00 project. Payment due upon completion. Total $3,400.00 Thank you for this opportunity to offer you this cost proposal. In order to start said work the proposal must be signed and sent back to the above fax number. All work described in this proposal will be performed in a workman like manner. Proposals are valid for 15 days after proposal date. Insurance information is provided or request. A deposit is due in order to start project and the remainder of the invoice is DUE ON DAY WORK IS COMPLETED. Other terms must be neogotiated in advance and indicated on proposal. In NO case shall the due date exceed 30 days from the date the work was completed. Finance charges of 1.5% per month and any costs incurred to collect balances due will be added to original invoice amount. Any change of, or addition to, work described in this proposal, must be in the form of a written 'HANGE ORDEF. signed by original signer. Acceptance Signature/Date Pat Dean, President Technical Inspections, Inc. PROPOSAL FROM PROPOSAL NO. 2008-0916A DATE 9/16/2008 construction, inc. _ PROJECT Platt s Creek Pump Station 301 N.W. 4th Ave. LOCATION Sunrise Blvd., Fort Pierce Okeechobee, FL 34972 (863) 467-0831 phone/(863) 763-6337 fax TO St. Lucie County CONSTRUCTION TO BEGIN To be Determined Attn: Jason Bessey _ 2300 Virginia Avenue COMPLETION DATE 2 weeks Ft. Pierce, FL Gentlemen: The undersigned proposes to furnish all materials and necessary equipment, and perform all labor necessary to complete the following work: Dewater pump station intake area Remove all excess dirt, debris and vegetation Haul removed materials and debris to landfill Price does not include permits or survey, if needed All of the above work to be completed in a substantial and workmanlike manner ® for the sum of Forty -Nine Thousand Nine Hundred Fifty -Five and 00/100 dollars ($49,955.00) to be paid for at actual cost of Labor, Materials and Equipment plus percent ( %) = Payments to be made as follows: ®The entire amount of the contract to be paid within 30 days • Payments not received by the due date shall be subject to a late fee of 10% APR on the outstanding balance. • Any alteration or deviation from the plans and specifications will be executed only upon written orders for same and will be added to or deducted from the sum quoted in this contract. All additional agreements must be in writing. • The Contractor agrees to carry Workers' Compensation and Public Liability Insurance and to pay all taxes on material and labor furnished under this contract as required by Federal laws and the laws of the state in which work is performed. Respectfully submitted, Contractor: CLOSE CONSTRUCTION, INC. By Danny Boromei ACCEPTANCE You are hereby authorized to furnish all material, equipment and labor required to complete the work described in the above proposal, for which the undersigned agrees to pay the amount stated in said proposal and according to the terms thereof. Date 20 .......... Retro-Line Technologies, Inc. I " Putting Technology inthe 'Pipe 4850 South U.S. Hwy. 1 Grant, FL 32949 CUSTOMER: St. Lucie County Public Works Administration 2300 Virginia Avenue Ft. Pierce, FL 34982 Office 321-956-4999 Fax -- Call office to send fax Field Phone 1-321-228-2246 E-mail retroline@cfl.rr.com Description PROPOSAL Date Proposal # 1/14/2009 3617 Terms I Due on completion Work Description Platts Creek Stormwater Treat Removal of sediment from lagoon by method of suction dredge. Retro-Line will dredge to the depth of the concrete slab. Diver will clean intake of pumps. Sediment will be pumped into spoil area West of lagoon built by County. $40,780.00 Payment due upon completion. Please E-mail acceptance to retroline@cfl.rr.com Thank you for the opportunity to offer you this cost proposal. All work described in this proposal will be preformed in a workman like manner. Proposals are valid for 15 days after proposal date. Insurance information, on request, will be faxed or mailed by our carrier to customer. Full payment is DUE ON DAY WORK IS COMPLETED. Other Terms must be negociated in advance, and indicated on this proposal. In no case shall due date exceed 30 days from date of work completion. Finance charges(1.5% per month) and any costs incurred to collect balances due will be added to original invoice amount. Any change of, or addition to, work described in this proposal, must be in the form of a written CHANGE ORDER, signed by original signer. All Permits and Permit Fees required to preform said work are to be secured by and paid by the property owner or owner's agent. This proposal does not extend credit to you. Invoices will have a NOTICE TO OWNER fee of $100.00 added to balance due. Contact accounts receivable for a credit memo if balance is paid in a timely manner. Acceptance Signature/Date L. Craig McEwen, Retro-Line Technologies AGENDA REQUEST 0(0 COUNTY F L a R 1 0 A TO: BOARD OF COUNTY COMMISSIONERS SUBMITTED BY: PUBLIC WORKS ITEM NO. VI - G2 DATE: January 27, 2009 REGULAR [ PUBLIC HEARING [ CONSENT [ X I PRESENTED BY: _(A DONALD B. NJEST SUBJECT: Amendment to the Joint Participation Agreement with Florida Department of Transportation and the Florida Ports Council (FSTED) for Taylor Creek Restoration — Spoil Site Evaluation & Design Project. BACKGROUND: See attached memo. FUNDS WILL BE MADE AVAILABLE IN: N/A , PREVIOUS ACTION: 12/9/08: Approval of JPA with Florida Department of Transportation and Florida Ports Council (FSTED) for Taylor Creek Restoration — Spoil Site Evaluation & Design Project in the amount of $1,050,000 (75%) towards an estimated total project cost of $1,400,000. 2/12/08: Approval of JPA with Florida Department of Transportation and Florida Ports Council (FSTED) for Taylor Creek Restoration — Spoil Site Evaluation & Design Project in the amount of $90,000 (75%) towards an estimated total project cost of $120,000. 8/14/07: Approval of WA # 5 with Dredging and Maine Consultants, LLC in the amount of $9,500.00 for Engineering Services for Taylor Creek Dredging 4/27/07: Award of Management Services of Spoil site removal at the Port of Fort Pierce with Dredging and Marine Consultants, LLC. 3/27/07: Award of Construction Budget in the amount of $185,406.00 for removal of spoil site. 10/24/06: BOCC action to relocate the spoil site on Mr. Bell's Port Property. 3/16/04: Award of Construction Contract for Phase I Dredging of Taylor Creek in the amount of $2,485,820. 2/17/04: Approval of Work Authorization #4 with BCI Engineers, Inc. in the amount of $7,494 for design of spoil site. 2/4/04: Approval of contract with DMC Engineering in the amount of $24,970 for design of spoil site. 9/30/03: PO# 2313589 for Dredging & Marine Consultants, Inc. for Grant Coordination and Permit Finalization in the amount of $19,990. 8/22/03: PO# 2313379 for Scientific Environmental Services for Soil Sampling in the amount of $10,500. 8/22/03: PO# 2313388 for Elab for Analytical Services in the amount of $18,894. 8/22/03: PO# 2313380 for ARC Surveying for Hydrographic Survey in the amount of $18,500. 3/5/02: Approval of Work Authorization #3 with BCI Engineers, Inc in the amount of $17,500 for cost analysis and grant application preparation and submittal to FIND and SJRWMD. 2/5/02: Approval of Work Authorization #2 with BCI Engineers, Inc in the amount of $33,050 for the Taylor Creek Restoration Dredging Project Shoreline Stabilization and Improvements Reach 2. 5/1/01: Approval of Work Authorization #1 with BCI Engineers, Inc. in the amount of $137,000 for design and permitting of Taylor Creek Project. 3/7/00: Approval of Work Authorization #14 with Williams, Hatfield & Stoner in the amount of $32,200 for a hydrogeologic study of the groundwater at the Seminole property. 2/15/00: Approval of Work Authorization #13 with Williams, Hatfield & Stoner in the amount of $86,900 for sediment testing and analysis. 8/9/99: Approval of WA #11 with Williams, Hatfield & Stoner in the amount of $11,000 for preparation of FIND Grant. 5/4/99: Approval of Work Authorization #12 with Williams, Hatfield & Stoner in the amount of $25,220 for spoil site selection process. RECOMMENDATION: Public Works staff is requesting Board of County Commissioners approve the amendment to the Joint Participation Agreement (JPA) with Florida Department of Transportation and Florida Ports Council (FSTED) for Taylor Creek Restoration - Phase 2 Dredging and authorization for signature by Chair. COMMISSION ACTION: CONCURRENCE: [xJ APPROVED [ ] DENIED [ ] OTHER: Approved 5-0 Faye W. Outlaw, MPA County Administrator Coordination/Signatures [X] County Attorney: [X] Management & Budget/Purchasing: h g Daniel McIntyre - t lrcc PA4" u"*O Ur; lk [X] Originating Dept -Public Works: [X] Copy to Finance onald . West Shai Frances A PUBLIC WORKS DEPARTMENT ADMINISTRATION MEMORANDUM TO: Board of County Commissioners FROM: Donald West, Public Works Director��� DATE: January 27, 2009 RE: Taylor Creek Dredging, Phase 2 FDOT Project #422943-1-90-02 BACKGROUND: The Florida Department of Transportation is requiring the Joint Participation Agreement approved by the Board on December 9, 2008 be amended. The reference to Florida Statute 311.07 on page one of the Joint Participation Agreement (JPA) must be changed to 311.22. This administrative change does not affect the intent of the agreement or funding. RECOMMENDATION: Public Works staff is requesting Board of County Commissioners approve the amendment to the Joint Participation Agreement (JPA) with Florida Department of Transportation and Florida Ports Council (FSTED) for Taylor Creek Restoration - Phase 2 Dredging. 0 - R- > .., v _ •.i r �t n PUBLIC TRANSPORTATION y JOINT PARTICIPATION AGREEMENT Fnanc4 Project No.: Fund: DFTO 42294319402 Function: 683 em..s dmen -prase-sac encE; Federe' No.: N/A Contract No.: DUNS No.: N1A CFDA Number: NIA CSFA Number: THIS AGREEMENT, made and entered into this day of FLAIR Approp.: 088794 FLAIR Obj.: 750005 Org. Code: 550420100429 Vendor No.: VF596000835079 WA by and between the STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION, an agency of the State of Florida, hereinafter referred to as the Department, and St Lucie County BOCC - Port of Ft Pierce 2300 Virginia Ave ft Pierce, Florida 34982-5652 hereinafter referred to as Agency. The Department and Agency agree that all terms of this Agreement will be completed on or before 6/30/2010 and this Agreement will expire unless a time extension is provided in accordance with Section 18.00. WITNESSETH: Agency has the authority to enter into said Agreement and to undertake the project hereinafter described, lt has been granted the authority to function adequately in all areas of appropriate jurisdiction including of an integrated and balanced transportation system and is authorized under r 311.22 Florida S1a_UA,6s, 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 to assist the St Lucie County with funds for dredging at the Port of Ft Pierce. and as further described in Exhibit(s) A,B:C;D attached hereto and by this reference made a part hereof, hereinafter referred to as the project, and to provide10epartmental financial assistance to the Agency and state the terms and conditions upon which such assistance will be provided and the understandings as to the manner in which the project will be undertaken and completed. Financial Project No.: 42294319402 + em-segmen -p ase-sequence Contract No.: STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION 725-030-06 PUBLIC TRANSPORTATION PUBUC TRANSPORTATION JOINT PARTICIPATION AGREEMENT Page ,�07 Fund: DPTO Function: 683 Federal No.: NIA DUNS No.: N/A CFDA Number: N/A CSFA Number: THIS AGREEMENT, made and entered into this day of FLAIR Approp_: 088794 FLAIR Obj.: 750005 Org. Code: 550420100429 Vendor No.: VF596000835079 NIA by and between the STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION, an agency of the State of Florida hereinafter referred to as the Department, and St Lucie County BOCC - Port of Ft Pierce 2300 Virginia Ave ft Pierce, Florida 34982-5652 hereinafter referred to as Agency. The Department and Agency agree that all terms of this Agreement will be completed on or before 6/30/2010 and this Agreement will expire unless a time extension is provided in accordance with Section 18.00. WITNESSETH: WHEREAS, the Agency has the authority to enter into said Agreement and to undertake the project hereinafter described, 9Dd40e-9qt has been granted the authority to function adequately in all areas of appropriate jurisdiction including the implementa ion an integrated and balanced transportation system and is authorized under 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 to assist the St Lucie County with funds for dredging at the Port of Ft Pierce. and as further described in Exhibit(s) A,B,C,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 terms and conditions upon which such assistance will be provided and the understandings as to the manner in which the project will be undertaken and completed. AGENDA REQUEST ITEM: VI - H DATE: 01 /27/2009 REGULAR [] PUBLIC HEARING [ ] CONSENT [ X ] TO: BOARD OF COUNTY COMMISSIONERS PRESENTED BY: Carl Holeva, Director, Human Resources SUBMITTED BY (DEPT): Administration/Human Resources SUBJECT: Award of RFP #08-073 On- Site Employee Health Clinic to Care Here, LLC. BACKGROUND: Please see attached memorandum and attachments. FUNDS AVAIL: 505-1900-523001-XXX- Group Health Insurance Fund. PREVIOUS ACTION: N/A. RECOMMENDATION: The Selection Committee recommends approval to award RFP #08-073 for an On -Site Employee Health Clinic to the top ranked proposer Care Here, LLC, and permission for the Chairman to sign the contract as prepared by the County Attorney. COMMISSION ACTION: APPROVED [ ] DENIED [ ] OTHER: Approved 5-0 Review and Approvals County Attorney: Originating Dept. :4' Finance: (Check for Copy only, if applicable) CONCURRENCE: Faye W. Outlaw, MPA County Administrator Management & Budget:Y7 Purchasing: Other: Other: y BOARD OF COUNTY COMMISSIONERS �T. Ll0eIE COUNTY • F L O R I D A CARL HOLEVA AGENDA VI - H TO: BOARD OF COUNTY COMMISSIONERS FROM: Carl Holeva, Human Resources Director DATE: January 27, 2009 SUBJECT: Award of RFP #08-073 On -Site Employee Health Clinic BACKGROUND: On Monday, December 1, 2008, proposals were opened for RFP $08-073 for On -Site Employee Health Clinic. Sixty (60) vendors were notified, thirteen (13) bid documents were distributed, and four (4) bids were received. The Selection Committee met on Wednesday, January 7, 2009, to review all proposals. The firms were ranked from 1 to 4 as noted on the attached memorandum from Desiree Cimino, Procurement Coordinator. RECOMMENDATION; The Selection Committee recommends approval to award RFP #08-073- On -Site Employee Health Clinic to the top ranked proposer, Care Here, LLC, and permission for the Chairman to sign the contract as prepared by the County Attorney. Respectfully Submitted, Carl Holeva Human Resources Director Attachment(s): January 8, 2009, Memo from Desiree Cimino, Procurement Coordinator To Carl Holeva, Human Resources Director Tabulation Sheet- RFP #09-073, On -Site Employee Health Clinic Opened December 1, 2008 at 3:00 p.m. CHRIS DZADOVSKY, District No. 1 - DOUG COWARD, District No. 2 - PAULA A. LEWIS. District No. 5 - CHARLES GRANDE, District No. 4 - CHRI5 CRAFT, District No. 5 2300 Virginia Avenue - Fort Pierce, FL 34982-5652 • Phone (772) 462-1546 • TDD (772) 462-1428 FAX (772) 462-2361 • Job Line (772) 462-1967 • email: holevoc@stlucieco.org web site: www.srlucieco.org i PURCHASING DIVISION TO: Carl Holeva, Human Resources Director FROM: Desiree Cimino, Procurement Coordinator SUBJECT: RFP 08-073 On -Site Employee Health Clinic DATE: January 8, 2009 The Selection Committee met on January 7, 2009 and ranked the four firms that submitted proposals for RFP #08-073 On -Site Employee Health Clinic. The Committee ranked the responding firms as follows: Rankinq Firms Score 1 Care Here, LLC 380 2 IMC Health Care 288 3 Solantic 283 4 We Care, LLC 268 The selection committee recommends awarding RFP #08-073 On -Site Employee Health Clinic to Care Here, LLC BOARD OF COUNTY COMMISSIONERS TABULATION SHEET - RFP# 08-073 ON -SITE EMPLOYEES HEALTH CLINIC OPENED: DECEMBER 01, 2008 AT 3:00 PM FOUR (4) submittals were received for subject proposal: PURCHASING DEPARTMENT ALL SUBMISSIONS ARE UNDER REVIEW. A LETTER OF INTENT TO AWARD WILL BE FAXED TO ALL BIDDERS PRIOR TO AWARD. CARE HERE LLC Contact: Ernest A. Clevenger Phone: 615-221-5901 1 Fax: 775-259-8354 Address: 567 Midway Circle, Brentwood, TN 37027 IMC HEALTH CARE Contact: Don Stubbs,Sr. Phone: 904-519-2000 Fax: 904-519-5455 Address: 9143 Philips Highway, Suite 535, Jacksonville, FL 32256 SOLANTIC Contact: Bill Horne Phone: 904-223-2347 Fax: 904-223-3149 Address: 8711 Perimeter Park Blvd., Jacksonville, FL 32216 WE CARE LLC Contact: Judy Garber Phone: 407-333-0024 Fax: 407-804-2971 Address: 120 International Parkway, Suite 2200, Lake Mary, FL 32168 NUMBER OF COMPANIES NOTIFIED*: 60 NUMBER OF BID DOCUMENTS DISTRIBUTED*: 13 NUMBER OF BIDS RECEIVED: 4 * - Per demandstar.com CHRIS DZADOVSKY, District No.1 ♦ DOUG COWARD, District No. 2 ♦ PAULA A. LEWIS, District No. 3 ♦ CHARLES GRANDE, District No. 4 ♦ CHRIS CRAFT, District No. 5 County Administrator— Douglas M. Anderson 2300 Virginia Avenue — Fort Pierce, FL 34982-5652 — Phone (772) 462-1700 — TDD (772) 462-1428 website: www.co.st-lucie.fl.us AGENDA REQUEST ITEM NO. VI - TO: BOARD OF COUNTY COMMISSIONERS SUBMITTED BY (DEPT): CENTRAL SERVICES DATE: Jan. 27, 2009 REGULAR [ ] PUBLIC HEARING [ ] CONSENT[x] PRESENTED BY: ROGERA. SHINN DIRECTOR SUBJECT: Approve Amendment No.1 to Work Authorization No. 3, GLE Associates, #C05-05-282, to provide professional services in the amount of $39,000 for the design and planning of the Employee Health Clinic located at the St. Lucie County Logistics Center. Approve Budget Amendment #BA09-001 in the amount of $600,000 and Capital Improvement Plan #CIP09-028. BACKGROUND: See Attached Memorandum FUNDS AVAIL: 505-1930-562000-6907 (Health Insurance Fund -Buildings) PREVIOUS ACTION: On May 13, 2008, agenda item no. L-1, the Board approved Work Authorization No. 3 with GLE Associates, #C05-05-282. This work authorization is for architectural and engineering services for the interior renovation and design of the St. Lucie County Logistics Center. RECOMMENDATION: Staff recommends the Board of County Commissioners approve Amendment No. 1 to Work Authorization No. 3, GLE Associates, #C05-05-282, to provide professional services for the design and planning of the Employee Health Clinic located at the St. Lucie County Logistics Center. Costs associated with these professional services are $39,000. Estimated total costs for the Employee Health Clinic project, including professional services is $600,000 and funding is available through the Health Insurance Fund. Staff is further recommending the Board approve Budget Amendment #BA09-001 in the amount of $600,000, Capital Improvement Plan #CIP09-028, and authorize the Chair to sign the Amendment as prepared by the County Attorney. MISSION ACTION: [xj APPROVED [ ] DENIED [ ] OTHER: Approved 5-0 Coordination/Sigpgti>res County Attorney: - Dan tyre Originating Dept:, N, Roger A. Shinn Finance: (Check for Copy only, if Applicable) CONCURRENCE: Faye W. Outlaw, MPA County Administrator Mgt. & Budget: 7� MffP chasing Mgr.: Marie Gouin P D'5"i Liu 4a Pam\\CSC J\M1 Cl Other: Other: Eff. 1 /97 H:\AGENDA\AGENDA-315 EMPLOYEE HEALTH CLINIC.DOC MEMORANDUM DEPARTMENT OF CENTRAL SERVICES TO: BOARD OF COUNTY COMMISSIONERS FROM: Roger A. Shinn, Directode", DATE: January 27, 2009 SUBJECT: Approve Amendment No. 1 to Work Authorization No. 3, GLE Associates, #C05-05-282, to provide professional services in the amount of $39,000 for the design and planning of the Employee Health Clinic located at the St. Lucie County Logistics Center. Approve Budget Amendment#BA09- 001 in the amount of $600,000 and Capital Improvement Plan #CIP09-028. BACKGROUND: The purchase and establishment of the St. Lucie County Logistics Center to provide much needed storage space for St. Lucie County has progressed significantly. Additional planned use of this space was to create office space for the Health Department, Clinic and Community Services. Through Work Authorization No. 3, GLE Associates has provided architectural and engineering services required for the design development, construction documents and contract administration needed to proceed with the interior renovation of the space. Further intended use of the St. Lucie County Logistics Center is to provide an Employee Health Clinic. Estimated total cost for this project is $600,000. Staff is seeking approval of Amendment No. 1 to Work Authorization No. 3, GLE Associates, #C05-05-282, to provide additional professional services needed for the design and planning of the Employee Health Clinic. Compensation for these services will be a fixed fee of $39,000 broken down as follows: (Attachment 1) Design Development: $12,000.00 Construction Documents: $14,400.00 Construction Procurement: $ 3,000.00 Contract Administration: $ 9,600.00 $39,000.00 Funding for Employee Health Clinic project in the amount of $600,000 is available through the Health Insurance Fund and staff is seeking Board approval of Budget Amendment #BA09-001in the amount of $600,000 (Attachment 2) and Capital Improvement Plan #CIP09-028 (Attachment 3). nrl Facilities and LE n c o n s u l t ants September 19, 2008 Revised September 24, 2008; October 2, 2008 Mr. Donald G. McLam Assistant Director Central Services St. Lucie County 2300 Virginia Avenue Ft. Pierce, Florida 34982 Re: Architectural & Engineering Fee Proposal for Additional Services for St. Lucie County Employees Clinic at Sam's Store Renovations GLE Proposal No.: 08-28654P GLE Job No.: 08000-09048 Contract No.: C05-05-282 Work Authorization #3 Dear Mr. McLam: ATTACHMENTS /3J. /,5 -P GLE Associates, Inc. (GLE) is pleased to submit this proposal to St. Lucie County, hereinafter referred to as the "Client", to provide design development, construction cbcuments, contract procurement, and wnstruction administration for the renovations as outlined in our schematic floor plan dated September 12, 2008. This proposal outlines our understanding of the services desired on the project, and presents the fee which will be required to complete the work. UNDERSTANDING Our understanding of this project is based on the schematic floor plan dated September 12, 2008, and information provided during our meeting on the September 15, 2008. It is GLE's understanding that the Client desires to complete the renovations outlined in the schematic plan and requests that GLE submit Professional Architectural/Engineering Services for the design, construction document preparation, and contract administration for a St. Lucie County Employee Clinic at the Salvation Army space at the former Sam's Club building. We understand that the Client will serve as the general contractor and that GLE will provide limited procurement and construction administration services. GLE Associates, Inc. 1320 N. Semoran Blvd., Suite 203 1 Orlando, Florida 32807 1 407-658-4151 1 Fax 407-658-4410 Tampa I Ft. Lauderdale I Jacksonville I Gainesville I Atlanta I Los Angeles Architecture AA 0002369 • Engineer EB 0005483 9 Asbestos ZA 0000034 • Geology GB 0000297 Mr. Donald G. McLam GLE Proposal No.: 08-28654P September 19, 2008; Revised September 24, 2008; October 2, 2008; Page 2 SCOPE OF SERVICES In accordance with the Client's stated desires, GLE will provide the following services: 103 Design Development, services consisting of continued development and expansion of architectural schematic design documents dated September 12, 2008, to establish the final scope, relationships, forms, size and appearance of the Project through: .01 Preliminary plans, sections and elevations. .02 Typical construction details. .03 Final materials selection. .04 Equipment layouts. .05 Specifications: a. Development of architectural outline !pecifications or itemized lists and brief form identification of significant architectural materials, systems and equipment, including their criteria and quality standards; b. Coordination of similar activities of other disciplines. .06 Preparation of a statement of probable construction cost based on building systems. Schedule to submit to owner: 4 weeks after receipt of Purchase Order 105 Construction Documents, services consisting of preparation of: .01 Drawings based on approved design development cbcuments setting forth in detail the architectural construction requirements for the Project. .02 Specifications: a. Development and preparation of architectural specifications; b. Coordination of the development of specifications by other disciplines; .03 Confirmation of a statement of probable construction cost produced during design development. .04 GLE will attend meetings with the owner (St. Lucie County) at 50%, 75% and 100% completion of construction drawings. Schedule to Submit to owner: 6 weeks after receipt of approved Design Development 201 Construction Procurement, services consisting of: .01 Analysis of Alternates/Substitutions. Schedule Completed 2 weeks after receipt of approved Construction Documents � � 5 Mr. Donald G. McLam GLE Proposal No.: 08-28654P September 19, 2008; Revised September 24, 2008; October 2, 2008; Page 3 301 Contract Administration (County will act as General Contractor), services consisting of: .01 Submittal Services consisting of a. Processing of submittals, including receipt, review of, and appropriate action on shop drawings, product data, samples and other submittals required by the contract documents; b. Distribution of submittals to Owner, Contractor and/or Architect's field representative as required. .02 Periodic observation services consisting of a maximum of 4 visits to the site to become generally familiar with the progress and quality of the Aork completed and to determine in general if the York when completed will be in accordance with contract documents; preparing related reports and communications. Schedule: Assume 3.4 months for construction, during which contract administration services are on going. Total time from issue of purchase order to certificate of occupancy is estimated to be 6 -7 months, contingent upon Owner review and construction schedule. COMPENSATION The services compensation for the scope of work described above will be a fixed fee of $39,000.00 broken down as follows: Design Development: $ 12,000.00 Construction Documents: $ 14,400.00 Construction Procurement: $ 3,000.00 Contract Administration: $ 9,600.00 Total: $ 39,000.00 Reimbursable Expenses: The cost for customary reimbursable expenses has been included in the above fee. Additional Services: Detailed interior design is NOT included in this proposal. Standard room finishes such as floor, wall, ceiling, and interior partitions, ARE included. Services provided by GLE in addition to the Scope of Services described herein will be approved by the Client in writing prior to execution, and will be billed in accordance with the attached Fee Schedule. Mr. Donald G. McLam GLE Proposal No.: 08-28654P September 19, 2008; Revised September 24, 2008; October 2, 2008; Page 4 TERMS AND CONDITIONS All work shall be conducted in accordance with the Scope of Work outlined above in the terms of this proposal and the existing contract GLE appreciates the opportunity to present this proposal, and we look forward to working with you on this exciting project. Please sign and return one copy of the Proposal Acceptance Sheet, which will serve as our notice to proceed with the scope of services described. It is our understanding we can then add these services as a phase to the existing project. Sincerely, GLTTumer, Inc. R. AIA, NCARB Director of Orlando Operations RQT/lp C: Mr. Jess Baxley D:\Work\Proposals\Proposal 2008\1441\28654 St. Lucie County Addn'l Svcs Sam's Club\100208 REV 091908 Proposal St Lucie County Clinic.doc Pg. s C)Fs' Fee Schedule GLE PROFESSIONAL SERVICES FEE RATE SCHEDULE 1. Project Principal $160.00/hour 2. Registered Architect/Engineer $95.00/hour 3. Graduate Architect/Engineer $85.00/hour 4. Architecture/Engineering Designer $70.00/hour 5. CADD Designer $65.00/hour 6. Clerical $45.00/hour Other Services: In the event of client approved services in addition to the scope of services described, the following reimbursable rates will apply by item made necessary in the approved additional services: Auto Travel $0.45/mile Subcontract Items Direct cost multiplied by 1.15 Supplies and Communication Direct cost multiplied by 1.15 Printing, Shipping and Handling Direct cost multiplied by 1.15 All customary reimbursable expenses will be invoiced at 1.15x actual costs incurred. ATTACHMENT 2 I BUDGET AMENDMENT REQUEST FORM REQUESTING DEPARTMENT: Central Services PREPARED DATE: 1/14/2009 AGENDA DATE: 1/27/2009 ACCOUNT NUMBER TO: 505-1930-562000-6907 FROM: 505-9910-599300-800 505-1900-523001-1911 ACCOUNT NAME AMOUNT Buildings $600,000 Reserves $350,000 Group Heath $250,000 REASON FOR BUDGET AMENDMENT: For E CE: THIS AMENDMENT: REMAINING BALANCE: DEPARTMENT APPROVAL: OMB APPROVAL: BUDGET AMENDMENT #: DOCUMENT # & INPUT BY: Health Clinic at the Loqistic Center. n/a n/a 09-001 ST. LUCIE COUNTY B.O.C.C. CAPITAL IMPROVEMENT PROGRAM ATTACHMENT 3 CAPITAL PROJECT SUMMARY Number of New Positions Neededr 0 1 0 1 0 0 0 1 0 Estimated Operating Impactr 01 01 01 01 0 PITAL IMP REQ # : CSCIP09-028 ACCOUNT #: 505 1930 — 562000 6907 AGENDA REQUEST TO: BOARD OF COUNTY COMMISSIONERS SUBMITTED BY: Airport ITEM NO. VI-J DATE: January 27, 2009 REGULAR( ) PUBLIC HEARING ( ) CONSENT(X) PRESENTED BY: /J Diana Lewis, Airport Dire SUBJECT: Request authorization to enter into Facilities Relocation Agreement with FPL for the relocation of the powerlines impacting the new Runway 9L/27R at an estimated additional cost of $1,581,489 for a total cost of $1,633,489, and moving funds from the Airport West Commerce Park capital budget to cover the shortfall of $261,489. on this project. BACKGROUND: See attached memo. FUNDS AVAILABLE: FAA: 140134-4220-563000-48006 - $1,250,600.00; FDOT & Local Match: 140335-4220-563000-48006 - $62,400.00; Additional County match: 140-4220-563000-48006 (approved by BOCC 8/7/2007) - $7,000.00; Transfer from AWCP: 140-4220-563000-48006 - $261,489.00 PREVIOUS ACTION: FAA grant for $1,300,000 approved by the Board in August 2007. FDOT also provided a 2.5% matching grant. RECOMMENDATION: Staff recommends that the Board authorize staff to enter into the Facilities Relocation Agreement with FPL, authorize reallocation of $261,489 needed from the Airport West Commerce Park project to address the shortfall of funds for the FPL powerlines project, and authorize the up front payment of $1,581,489 for a total cost of $1,633,489 to FPL for the relocation of powerlines at the St. Lucie County International Airport. COMMISSION ACTION: APPROVED ( ) DENIED () OTHER Approved 5-0 Coordination/Signatures CONCURRENCE: Faye W. Outlaw, MPA County Administrator County Attorney ( ) 4 a.Y., Mgt. & Budget( JymP dA Purchasing( ) Heather Young Patty Marst n/f , :cr V{ It r� Originating Dept. (Cl--- Other () Other( ) Di t'ewis Finance: (check for copy, only if applicable) BOARD OF COUNTY COMMISSIONERS MEMORANDUM To: Board of County Commissioners From: Diana Lewis, Airport Director Date: January 14, 2009 AIRPORT Diana Lewis, Director Re: Request authorization to enter into Facilities Relocation Agreement with FPL for the relocation of the powerlines impacting the new Runway 9L/27R at an estimated additional cost of $1,581,489 for a total cost of $1,633,489, and moving funds from the Airport West Commerce Park to cover the $261,489 shortfall in funding on this project. In order to operate the new runway and taxiway under construction, powerlines located along Taylor Dairy Road need to be relocated. This situation was addressed in the Environmental Assessment prepared in 2004 and discussions with FPL have been on -going since 2005. In August 2007, the Federal Aviation Administration (FAA) issued a 95% grant for $1,300,000 to cover the anticipated cost of $1,320,000 for the construction of the powerline relocation. In addition, the grant also included a $52,000 preliminary engineering study, which was required by FPL to determine the final estimate. With the Florida Department of Transportation and local match, the total estimated for this project was $1,372,000. In addition to the 2.5% local match, an extra $7,000 in local funds was approved to ensure that the cost of the preliminary engineering study could be paid. In October 2007, the required $52,000 was sent to FPL to begin the preliminary engineering study. Although originally advised that this study would take three to four months to complete, the final packet containing the estimated cost of the relocation and includes the Facilities Relocation Agreement was not received until January 13, 2009. The projected construction cost for the relocation increased from the estimated $1,320,000 to $1,581,489, leaving an unfunded balance of $261,489. The Airport would be required to pay $1,581,489 up front as FPL has no budget to complete this project and must have all funds in place before they will start the project. Because the budget for this project has increased, the FAA and FDOT have been contacted to advise of the increased cost. Neither the FAA nor FDOT can commit to any additional money. The FAA will not allow the funds identified for other tasks under other grants for the runway project to be used towards the cost increase for the FPL powerlines. Additionally, given the impact that this project will have on the runway opening scheduled in June 2009, there is limited time to get these funds in place from typical grant sources. Due to receiving an FDEP grant of $788,000 for the Airport West Commerce Park sanitary sewer project, the $261,489 can be transferred from this project's funds to the new runway project, if acceptable to the Board. This will allow the project to keep going forward to not impact the opening of the runway with the hope that additional grants may become available. Staff recommends that the Board authorize staff to enter into the Facilities Relocation Agreement with FPL, authorize reallocation of $261,489 needed from the Airport West Commerce Park project to address the shortfall of funds for the FPL powerlines project, and authorize the up front payment of $1,581,489 for a total cost of $1,633,489 to FPL for the relocation of powerlines at the St. Lucie County International Airport. Florida Power & Light Company, P.O. Box 14000, Juno Beach, FL 33408 Phone: (561) 694-3507, Fax: (561) 694-4282 FPL RECEIVED JAN 13 209 January 08, 2009 To: Ms. Diana Lewis, AAE Airport Director St. Lucie County International Airport 3000 Curtis King Boulevard Ft. Pierce, Florida 34946 RE: Proposed Relocation of Transmission Facilities Located in FPL's Easement Corridor along Taylor Dairy Road N/O St. Lucie Blvd., and E/O State Highway 713 in Ft. Pierce, St. Lucie County, Florida, for the Proposed New Runway #9L- 27R Project Transmission Line: Emerson -Hartman 138KV, Strs. #E3 thru' 6F21 Dear Ms. Lewis, Pursuant to your request for a binding cost estimate for the above -referred relocation work, our engineering cost estimates have been completed. The binding estimate amount required by FPL for the proposed transmission line relocation work is $1,633,489.00. The scope of work under this estimate includes removing the above -referred (19) structures #E3 thru' 6F21 on FPL's Emerson -Hartman 138KV Transmission line, and installing replacement dead-end/tangent/angle spun -concrete structures in a relocated alignment at locations as shown on the enclosed location sketch & job -sketch, in order to clear the conflict with the proposed new runway 49L-27R project for the St. Lucie International Airport. This estimate does not include restoration of property affected by the relocation work; describing, securing, and recording of easements; clearing and backfilling, etc. This estimate includes no costs you may incur from other utilities/pole licensees affected by the relocation. This estimate does not include cost to relocate any Distribution facilities if existing within the corridor. These aspects are the responsibility of the Applicant. Please contact Dennis Pagano of FPL's Distribution department on (772) 489-6204 or Jeff Holley on (772) 223-4200 for the same. To fully account for all expenses which are part and parcel of the full cost of relocation and thereby ensure that other FPL customers do not pay for costs associated with your relocation work (and likewise you theirs), FPL requires that the entity or person requesting the relocation (`Applicant') agree to certain terms and conditions. The following identifies some, but is not limited to, the terms and conditions required of the Applicant before commencing with the relocation of the overhead electrical transmission system. Applicant must: an FPL Group company Page 2 a) Describe, secure, and record all easements at no cost to FPL, necessary to accommodate the relocation b) Agree to clear easements of trees and all obstructions that might conflict with construction of the relocated system c) Agree to be responsible for all restoration of property affected by the installation of the relocation system; and d) Protect FPL from any claim or suit regarding restoration or property affected by the relocation This binding cost estimate is valid for 90 days, providing there is no work scope change and subject to FPL obtaining a labor bid within this estimated cost. Should you request FPL to perform the relocation, please sign and return two copies of the enclosed Facilities Relocation Agreement. If you do not request the relocation to be performed, or if the Agreement is not executed and its terms and conditions complied within the 90-day time period, your $52,000 engineering deposit will be forfeited and the estimate withdrawn. If the agreement is executed and its terms and conditions complied within that time period, FPL will apply the deposit toward the overall cost of the relocation. Please pay the balance amount of $1,581,489.00 (i.e. $1,633,489 minus the previously paid engineering deposit of $52,000) as early as possible so that we can schedule the job. Please send the two signed copies of the agreement & the check issued to the order of `Florida Power & Light Company', in the self-addressed envelope enclosed herewith (necessary stamps to be affixed). Time of construction can vary depending upon resource availability, material delivery, line clearances and permitting process. We will coordinate the construction schedule with you after the receipt of full payment and the executed Relocation Agreement. I look forward to hearing from you. Please feel free to call me on (561) 694-3507 if you have questions. Sincerely, Neelesh P. Shah Transmission Relocation Project Manager Encl: i) Two copies of Relocation Agreement ii) Exhibit `B': Location sketch & Job -sketch iii) Exhibit `C': Summary Estimate of Cost an FPL Group company FACILITIES RELOCATION AGREEMENT (Individual, Corporation, or Business Entity) THIS AGREEMENT made and entered into this day of 2009 by and between Ms. Diana Lewis. AAE, Airport Director, on behalf of Port St. Lucie County Board of County Commissioners [an _individual, _ corporation, or X business entity] whose address is 3000, Curtis King Boulevard, Ft. Pierce, Florida 34946, hereinafter called the Applicant, and FLORIDA POWER & LIGHT COMPANY, a Florida corporation with its principal place of business in Dade and Palm Beach Counties, Florida, hereinafter called FPL. WITNESSETH: WHEREAS the Applicant intends to construct a new runway #9L-27R at the St. Lucie International Airport in Fort Pierce, St. Lucie County Florida and will require the relocation of certain incompatible and conflicting portions of FPL's Facilities and equipment, and WHEREAS FPL will incur costs in the relocation of FPL's existing and proposed facilities which costs would not have occurred but for the Applicant's construction, NOW THEREFORE, in consideration of the mutual promises of the Applicant and FPL and other good and valuable consideration, the Parties agree that FPL shall relocate the FPL facilities and the Applicant shall reimburse FPL for the actual cost of such relocation as follows: ARTICLE 1 -,DEFINITIONS For the purposes of this Agreement the following terms, whether used in the singular or plural, shall have the meanings set forth below when used with initial capitalization: 1.1 Betterment is any increase in service capacity of the Replacement FPL Facilities over the service capacity of the FPL Facilities prior to Relocation which is not attributable to Contractor's construction, and any upgrading of a Replacement FPL Facility above FPL's current minimum standard practices, as specified in Article III of this Agreement, that normally would be used on projects financed solely by FPL. Betterment does not include: (a) any increase in service capacity required by federal, state or local law which applies to FPL Facilities as of the date of construction of the Replacement FPL Facilities; (b) any increase in service capacity resulting solely from the replacement of devices or materials which at the time of construction of the Replacement FPL Facility are no longer manufactured, processed, or installed and used by FPL in projects financed entirely by FPL, (c) any upgrading of a Replacement FPL Facility requested by the Applicant, (d) any upgrading of a Replacement FPL Facility required by any agency responsible for regulation of FPL Facilities, (e) any upgrading of the Replacement FPL Facility which is necessitated by the Applicant's construction, if the replacement is the same as that used by FPL on FPL's own projects, or (f) any upgrading that will result in a reduction in the overall project cost. 1.2 Conversion is the replacement of existing overhead facilities with underground facilities. 1.3 Credit Ratio is the credit given to the Applicant in the form of a percentage derived by dividing the sum of the Betterment and the Non -Reimbursable Work Credit by the Total cost of the Relocation: Credit Ratio = Dollar Amount of Betterment + Non -Reimbursable Work Credit Total Cost of Relocation - The Land and Land Right Cost 1.4 Date Cost Estimate Received, for purposes of this Agreement, shall be deemed to be the day that the cost estimate was hand -delivered or transmitted by facsimile, or if mailed, five days from the date of postmark. 1.5 FPL's Facility or Facilities shall be, but shall not be limited to, any structure consisting of manholes, conduits, poles, wires, cables, substations, system protection equipment or other appurtenances, and associated equipment, and used by FPL in connection with the transmission and/or distribution of electric power. 1.6 Relocation and/or Relocate includes the terms "rearrange or rearrangement' and is the work performed by FPL under this Agreement and any activity made necessary by Applicant's construction which conflicts with or affects FPL, its Facilities, or service. Relocations shall include conversion of transmission facilities and shall include, but shall not be limited to, permanent or temporary support, protection, relocation, rearrangement, design, redesign, abandonment or reconstruction of the FPL Facilities and all other work required to provide continuity of service to FPL's customers which is a result of a conflict. 1.7 Replacement FPL Facility is any facility which will be constructed under the terms of this Agreement as a consequence of Relocation of an FPL Facility or portion thereof. 1.8 Salvage is the credit to the Applicant for the reusable materials recovered or removed by FPL less the Salvage Adjustment Credit. Page 1 of 6 Non -Governmental Facilities Relocation Agreement (rev. 2/8/00) ARTICLE II - IDENTIFICATION OF CONFLICTS, CONVERSIONS 2.1 Known Conflicts. The Applicant shall reimburse FPL for costs associated with the Relocation of the FPL Facilities more particularly described and located on property described in Exhibit A attached hereto and incorporated herein. 2.2 Other Conflicts. The identification of any other conflicting facilities of FPL requiring Relocation shall be undertaken by FPL pursuant to a subsequent written agreement between FPL and the Applicant. 2.3 Distribution Conversion. If an Applicant has requested a conversion of distribution facilities as part of a Relocation of Facilities, the FPL Distribution Facilities Conversion Agreement which is approved by the Florida Public Service Commission shall be attached hereto and incorporated herein. The Indemnity and Insurance provisions of this Agreement shall apply to all Distribution Conversions which are part of a Relocation. In addition, all other terms and conditions of this Agreement which are not expressly modified by the Addendum attached hereto shall remain in full force and effect. If there is a direct conflict between this Agreement and the attached Addendum, then the Underground Distribution Conversion Tariff and the Underground Distribution Conversion Agreement shall prevail as to that specific term or condition. _ Underground Distribution Facilities Conversion Agreement is attached hereto and incorporated herein. X This Project does not involve a conversion of electric distribution facilities. ARTICLE III - DESIGN AND CONSTRUCTION OF REPLACEMENT FACILITIES 3.1 Design Standards. Engineering design standards and material specified shall meet FPL's Current Design Standards. In addition, the design of Relocations will be in conformity with all laws and regulations. 3.2 Construction Standards. Materials and construction procedures shall meet FPL's Current Construction Standards. In addition, Relocations or Replacement Facilities will be accomplished in conformance with all laws, codes and regulations. ARTICLE IV - REPLACEMENT RIGHT-OF-WAY 4.0 Replacement Right-of-Way. The Applicant shall provide FPL with replacement rights -of -way in one of the following manners: (a) The Applicant shall reimburse FPL for costs associated with the identification and acquisition of replacement rights -of -way, including, but not limited to, FPL's attorney fees for costs in prosecuting or in connection with any condemnation actions for the acquisition of necessary rights -of -way. X (b) The Applicant shall convey or grant to FPL replacement rights -of -way sufficient to permit FPL to accomplish Relocations of the FPL Facilities and to operate and maintain the Replacement Facilities in accordance with FPL's customary practices. Such conveyances or grants of replacement rights -of -way shall be accomplished at no cost to FPL and in a form and substance satisfactory to FPL. 4.1 Location of Replacement Right-of-Way. The Location of the aforesaid replacement rights -of -way are generally set forth in Exhibit B attached hereto. ARTICLE V - COST ESTIMATES, CREDITS AND BILLING 5.1 Full Cost. The Applicant shall pay FPL for the full cost of Relocation of the FPL Facilities. The work to be performed by FPL will be in accordance with the construction drawings attached hereto as Exhibit B. 5.2 Cost Estimate. The Applicant shall be responsible for the total cost of the project. The estimated cost to Relocate the FPL Facilities is (a) or (b) below: a. Relocation: $ . This cost estimate is set out in detail in Exhibit C attached hereto; or b. Relocation Conversion: Relocation: $1,633,489.00 (Exhibit C) Distribution Conversion: + (Addendum) = Total Project Cost Estimate: $1,633,489.00 The Applicant understands and agrees that the amount set forth in Exhibit C is an estimate only. The Applicant shall be responsible for the total cost of the project based on an actual labor bid to be obtained after payment per the estimated cost as above. The cost for the Relocation portion shall not exceed 110% of a valid Relocation cost estimate based on an actual labor bid, except as provided herein. Page 2 of 6 Non -Governmental Facilities Relocation Agreement (rev. 2/8/00) 5.3 Duration of Cost Estimate. A cost estimate is valid only: a. Prior to start of construction, for 90 days from the date of the estimate is received by Applicant (this includes the estimate attached as Exhibit C and any subsequent estimate) or b. Prior to or after start of construction, for as long as the scope of work (Relocation) upon which the estimate is based has not been changed; whichever first occurs. 5.4 Re -estimates. Scope of Work Changes. 5.4.1 Pre -construction. If the construction of the Relocation of the FPL Facilities has not commenced within 180 days of the date that the latest cost estimate is received by Applicant or if the scope of work ("Relocation") has been changed on any individual work order prior to any construction, the estimate is invalid. A new estimate is required. FPL shall provide a re -estimate of the work prior to commencement of the Relocation by FPL. The Applicant shall agree in writing to pay the re -estimated cost and shall be responsible for the full cost of Relocation, not to exceed 110% of the re -estimate. 5.4.2 After Start of Construction. If after the start of construction the Applicant requests a change in the scope of work (Relocation) of FPL Facilities or if FPL determines that there is a need for a change in the scope of work (Relocation) and such change causes either the credit ratio to change or the reimbursable cost of the project to change by 10% or more, FPL shall provide the Applicant with a new estimate as soon as practicable. The Applicant shall provide FPL with written approval of the re -estimate. The Applicant shall be responsible for any increased cost due to unknown or unforeseen physical conditions at the site which differ materially from those originally encountered. Increased costs due to differing site conditions are in addition to the estimated amount and are not subject to the 110% cap on estimated costs. 5.5 Credits. 5.5.1 The Applicant shall receive a credit for Betterment and Salvage. 5.5.2 The Applicant shall receive a credit for the payment of any non-refundable deposit required for estimates for underground installation included within a Relocation according to the terms of the FPL Distribution Conversion Tariff and FPL's Underground Distribution Conversion Agreement. 5.5.3 The Applicant shall receive a credit for payment made to FPL for a detailed cost estimate, if payment is required by FPL prior to issuing such estimate and if the Facilities Relocation Agreement has been entered into within 180 days of the date that estimate was received by the Applicant and the Relocation performed. 5.5.4 The Applicant shall receive no credit for payment for an estimate, and such payment shall not be refunded: (a) if the Applicant has not executed a Facilities Relocation Agreement within 180 days of the date that estimate was received by the Applicant, (b) if a subsequent estimate is required or (c) if the Applicant terminates the Agreement. 5.5.5 Any estimate provided to the Applicant after the initial, detailed estimate shall be done at additional cost and expense to Applicant. Applicant's payment for estimates shall be credited or retained by FPL as provided above. 5.6 Billing and Payment. Prior to the commencement of any Relocation of FPL Facilities under this Agreement: The Applicant shall pay the full estimated cost of such Relocation. Upon completion of the work, FPL at the earliest date practicable shall furnish the Applicant with a final and complete billing of all outstanding costs incurred in connection with the Relocation. The Applicant shall have thirty-five (35) days from the date of an invoice to approve and pay the invoice. Failure to provide FPL with written notice to the contrary within the thirty-five (35) day period shall constitute approval by the Applicant of the invoice against which payment must be remitted in full to FPL within thirty-five (35) days of the date of the invoice. If payment by the Applicant is not postmarked within thirty-five (35) days of the date of the invoice, then a late payment charge shall be assessed in the amount of one and one-half (1 1/2) percent of the amount of the billing per month, charged on a daily basis or highest interest allowable under law. 5.7 Final Bill. Upon completion of the work, FPL shall at the earliest date practicable furnish to the Applicant a final and complete billing of all costs incurred in connection with performance of Relocation of the FPL Facilities less any prepaid credits for additional cost estimates. Page 3 of 6 Non -Governmental Facilities Relocation Agreement (rev. 2/8/00) 5.8 Refund and Effect of Termination. 5.8.1 Consistent with the terms of this Agreement, FPL shall refund to the Applicant any amounts which the Applicant has paid to FPL beyond the full cost of Relocation. 5.8.2 In the event that this Agreement is terminated due to the cancellation or indefinite suspension of work in furtherance of the Applicant's construction, the Applicant shall be responsible for the costs of Relocation already incurred, including but not limited to all engineering, design, equipment, and materials cost, labor costs, and if any, the costs of replacement facilities already installed, necessary to place FPL's Facilities into a permanent condition suitable to provide continuous, reliable electric service to the public in accordance with all applicable laws, regulations and FPL's usual practices as set forth in Article III herein. Nothing in this section shall be construed to modify or abrogate FPL's legal duty to mitigate damages. ARTICLE VI - AUDITS 6.0 Audits. All cost records and accounts of FPL directly related to the work performed under this Agreement shall be subject to audit by the Applicant for a period of one year from the completion date of all work performed under this Agreement. Such audits shall be performed by the Applicant and in accordance with the following considerations: (a) the Applicant shall provide FPL with thirty (30) days written notice requesting an audit, (b) the specific time of audit must be mutually agreed to, (c) information required for audit purposes shall be accounts and records kept by FPL directly related to Relocation and reimbursable costs, (d) the Applicant may request only information reasonably required by it concerning Relocation and such request for information shall be in writing and shall include the purpose of the audits, (e) FPL shall make available the requested information at its offices during normal business hours, Monday through Friday, (f) the Applicant shall bear any costs associated with any audits, including FPL costs, if any, and (g) information available under this Agreement shall not be used in violation of any law or regulation. ARTICLE VII - GENERAL CONDITIONS 7.1 Benefit of Agreement: Assignment. The provisions of this Agreement shall inure to the benefit of and bind the successors and assigns of the Parties to this Agreement but shall not inure to the benefit of any third party or other person. This Agreement shall not be assigned by either Party except upon receipt of the prior written permission of the other Party. Such permission shall not be unreasonably withheld. 7.2 Nonwaiver. The failure of either Parry at any time to require performance by the other Party of any provision hereof shall not affect the full right to require such performance at any time thereafter. Waiver by either Party of a breach of the same provision or any other provision shall not constitute a waiver of the provision itself. 7.3 Limitations of Liability. Neither Party shall be liable in contract, in tort (including negligence), or otherwise to the other Party for any incidental or consequential loss or damage whatsoever including but not limited to loss of profits or revenue on work not performed, for loss of use or underutilization of the Party's facilities, or loss of use of revenues or loss of anticipated profits resulting from either Party's performance, nonperformance, or delay in performance of its obligations under this Agreement. 7.4 Indemnification. The Applicant shall indemnify, defend and hold harmless FPL, its parent, subsidiaries or affiliates and their respective officers, directors and employees (collectively "FPL Entities") from and against any liabilities whatsoever, occasioned wholly or in part by the negligence of the Applicant, its contractors, subcontractors or employees, including attorney fees, for injury to or death of person(s) and property damage arising or resulting in connection with any activity associated with work or service under this Agreement, EXCEPT if the liability arises out of a claim made by an employee of the Applicant, its contractors or assigns, the Applicant shall indemnify FPL Entities whether or not the damage or liability is due to or caused by the sole negligence of FPL Entities. The Applicant's obligation to protect, defend and hold FPL Entities free and unharmed against such liabilities shall extend up to, but shall not exceed the sum of $1,000,000 combined single limit for injuries to or death of person(s) or damage to existing property arising out of a single occurrence, except in the event Applicant is insured for liability with limits in excess of $1,000,000 combined single limit for injuries to or death of person(s) or property arising out of a single occurrence, Applicant's said obligations shall extend up to but shall not exceed the limits of that insurance. Applicant's costs of defending FPL Entities, including Applicant's attorneys' fees, are excluded from and are in addition to the aforesaid limitation of liability for injury, death and property damage. 7.5 Insurance. If the Applicant utilizes its own personnel in the construction or maintenance work around the subject Facilities, the Applicant shall furnish FPL with evidence of insurance maintained by Applicant insuring FPL Entities from liabilities assumed under the above indemnification. Said insurance shall contain a broad form contractual Page 4 of 6 Non -Governmental Facilities Relocation Agreement (rev. 2/8/00) endorsement or, alternatively, the Applicant shall cause FPL, its parent, subsidiaries and affiliates and their respective officers, directors and employees to be named as additional named insured on the Applicant's comprehensive general liability policy. Such liability coverage shall be primary to any liability coverage maintained by or on behalf of FPL up to the $1,000,000 limit of liability. In the event that the policy is on a "claims made" basis, the retroactive date of the policy shall be the effective date of this Agreement or such other date as to protect the interest of FPL and the coverage shall survive the termination of this Agreement until the expiration of the maximum statutory period of limitations in the State of Florida for actions based in contract or in tort (currently, five years). If coverage is on an "occurrence" basis, such insurance shall be maintained by the Applicant during the entire term of this Agreement. The policy shall not be canceled or materially altered without at least thirty (30) days written notice to FPL. The Applicant shall provide FPL with evidence of such liability insurance coverage on the standard insurance industry form (ACORD) without modification. A copy of the policy shall be made available for inspection by FPL upon reasonable request. 7.6 Contractor Indemnification. The Applicant further agrees to include the following indemnification in all contracts between the Applicant and its general contractors who perform or are responsible for construction or maintenance work on or around the subject FPL Facilities: "The Contractor hereby agrees to release, indemnify, defend, save and hold harmless the Applicant and FPL, its parent, subsidiaries, affiliates or their respective officers, directors, or employees, from all claims, demands, liabilities and suits whether or not due to or caused by negligence of the Applicant or FPL for bodily injuries or death to person(s) or damage to property resulting in connection with the performance of the described work by Contractor, its subcontractor, agents or employees. This indemnification shall extend up to but shall not exceed the sum of $1,000,000.00 for bodily injury or death of person(s) or property damage combined single limit and $3,000,000 occurrence aggregate. In the event the Contractor is insured for liability with limits in excess of these amounts, Contractor's said obligation shall extend up to but shall not exceed the limits of that insurance. Contractor's costs of defending Applicant and FPL, including attorneys' fees are excluded from and are in addition to the aforesaid limitation of liability for injury, death and property damage." 7.7 Contractor Insurance and Notice. The Applicant agrees to require its contractors to obtain insurance to cover the above indemnity and further agrees to verify with its contractors that such insurance is in full force and effect. The Applicant shall provide FPL Group Inc.'s Risk Management Department with notice of the name and address of Applicant's contractors as specified in section 7.6 above, prior to the commencement of the Relocation of FPL Facilities by FPL. 7.8 Modification or Termination of Agreement. This Agreement may be modified, amended, or terminated at any time by written agreement of the Parties authorized and executed with the same formality as this Agreement. FPL's Underground Facilities Distribution Conversion Agreement, if attached hereto, is approved by the Florida Public Service Commission and may not be modified or amended by the Parties. 7.9 Effect of Headings. The headings set forth herein are for convenience only and shall not be deemed to modify or affect the rights and obligations of the Parties to this Agreement. 7.10 FPL Consent to Relocations. FPL agrees to the Relocation of the FPL Facilities to the extent necessary to eliminate Conflicts with the Applicant's construction in accordance with the terms and conditions of this Agreement. The Applicant, at no expense to FPL, shall make all necessary arrangements and agreements with any person or entity which has facilities attached to the FPL poles for the relocation of those facilities. 7.11 Delectation of Power and Duties Notice. The following persons are designated as the authorized representatives of the Parties for the purposes of this Agreement and all notices or other communications to either Party by the other shall be made in writing and addressed as follows: To the Applicant: Ms. Diana Lewis, AAE, Airport Director (Name and Title) St. Lucie County International Airport 3000 Curtis King Boulevard Ft. Pierce, Florida 34946 Page 5 of 6 Non -Governmental Facilities Relocation Agreement (rev. 2/8/00) With Copies to: Craig Sucich, P.E., Project Manager PBS&J, Inc. 482 South Keller Road Orlando, Florida 32810-6101 For FPL: Neelesh P. Shah, Transmission Relocation Project Manager (Name and Title) Florida Power & Light Company 700 Universe Blvd, TLEMB Juno Beach, Florida 33408 7.12 Force Majeure. (a) Neither Party shall be liable or responsible for any delay in the performance of, or the ability to perform, any duty or obligation required by this Agreement in the event of a force majeure occurrence. Such occurrence shall include, but shall not be limited to acts of civil or military authority (including courts or administrative agencies), acts of God, war, riot, or insurrection, inability to obtain required permits or licenses, blockades, embargoes, sabotage, epidemics, fires, unusually severe floods or weather, strikes, lockouts or other labor disputes or difficulties. The obligation of either Party to pay money in a timely manner is absolute and shall not be subject to the force majeure provisions. Force majeure as used herein means, without limitation, any cause or event not reasonably within the control of FPL or the Applicant. (b) In the event of any delay resulting from a force majeure circumstance, the time for performance hereunder shall be extended for a period of time reasonably necessary to overcome the effect of such delays. (c) In the event of any delay or nonperformance caused by a force majeure circumstance, the Party affected shall promptly notify the other in writing. 7.13 Severability. In the event that any of the provisions or portions or applications thereof of this Agreement are held to be unenforceable or invalid by any court of competent jurisdiction, the Applicant and FPL shall negotiate an equitable adjustment in the affected provisions of this Agreement. The validity and enforceability of the remaining independent provisions shall not be affected. 7.14 Effective Date. This Agreement shall become effective upon execution by the Parties and shall continue in effect until completion of all Relocation work by FPL unless otherwise provided herein or earlier termination in accordance with this Agreement. 7.15 Complete Agreement. This Agreement shall be signed by the authorized representatives of both Parties and constitutes the final written expression of all the terms of the agreement between the Parties and is a complete and exclusive statement of those terms. Any and all prior or contemporaneous course of dealing, representations, promises, warranties or statements by the Parties or their agents, employees, or representatives that differ in any way from the terms of this written Agreement shall be given no force or effect. IN WITNESS WHEREOF, the Parties have executed this Relocation Agreement, to be effective as of the date first above written. APPLICANT: By: Title: FLORIDA POWER & LIGHT COMPANY: By: Ronald D. Critelli, Jr., P.E. Title: Director, Transmission/Substation Project Management & Engineering Department Date: Date: Attest: (Seal) Title Page 6 of 6 Non -Governmental Facilities Relocation Agreement (rev. 2/8/00) EXHIBIT `B' REQUESTER: ST. LUCIE COUNTY INTERNATIONAL AIRPORT PROJECT: RUNWAY EXTENSION PROJECT IN PORT ST. LUCIE, ST. LUCIE COUNTY, FLORIDA SCOPE OF WORK UNDER FPL'S WORK ORDER #0675-09-465 Relocate a portion of transmission line through St. Lucie International Airport's property in a preferred new alignment to clear a conflict with the Airport's runway extension project. Remove (19) existing structures #6E3 thru #6E21, and install a new concrete -pole transmission line West in new recorded easements on the airport property. The new pole -line would include new dead-end and angle/tangent structures as required. Transmission Line: Emerson -Hartman 138KV. Location: FPL's Corridor along Taylor Dairy Road, N/O St. Lucie Blvd., E/O State Highway 713 in Port St. Lucie, St. Lucie County, Florida Location sketch is as follows; a job -sketch is also enclosed: EMER rove Rdrove I A ,,,,,,,,,,,,,St Lucie .....r._............................ ...................._._......_..._.._.. J2_ThL4 '138kv (FPP)(3661•' Lucia EXHIBIT ' C' Estimate Valid Through: April 05, 2009 Florida Power & Light Company Project Description Summary Estimate of Cost Customer Requested Reimbursable Relocation Project Level- Project Name: CUS Central of Transmission Facilities In Central Area Work Order 0675-09-465 St. Lucie County List (max 6) Runway Extension Project International Airport . Line No Salvage Removal Item Item Cost Total 6 (A) ENGINEERING 7 Labor 8 * Additives of Labor 9 Transportation 10 Applied Engineering $108,937.00 11 Contractor & Misc. Expenses 12 * Additives of Contractor/Misc. Expenses 13 Sub -total $108,937.00 $108,937.00 14 15 (B) LAND & LAND RIGHTS (RIGHT OF WAY) 16 Labor 17 * Additives of Labor 18 Transportation Expenses 19 Purchase and/or Easements 20 Contractor & Misc. Expenses 21 * Additives of Contractor & Misc. Expenses 22 Sub -total 23 24 (C) CONSTRUCTION 25 $19,412.24 Labor $44,559.95 26 * Additives of Labor 27 $9,628.00 Transportation Expenses $22,100,65 28 Material $277,936.38 29 * Stores Loading $16,987.62 30 $261,362.16 Contractor & Misc. Expenses $599,945.40 31 * Additives of Contractor & Misc. Expenses 32 $290,402.40 Sub -total $961,630.00 $1,251,932.40 33 34 (D) OTHER - MAINTENANCE 35 Labor 36 * Additives of Labor 37 Transportation Expenses 38 Material 39 * Stores Handling 40 Contractor & Misc. Expenses 41 * Additives of Contractor & Misc. Expenses 42 Sub -total 43 44 (E) ADMINISTRATIVE & GENERAL COSTS 45 $74,012.13 Administrative & General Costs $198,607.40 46 $74,012.13 Sub -total $198,607.40 $272,619.53 47 48 $0.00 $364,414.53 GRAND TOTAL $1,269,074.40 $1,633,488.93 49 TOTAL INSTALLATION AND MAINTENANCE COST $1,269,074.40 50 TOTAL REMOVAL COST $364,414.53 51 SALVAGE () LESS SALVAGE ADJUSTMENT (FACILITIES NOT REPLACED) $0.00 52 SUB -TOTAL $1,633,488.93 53 CREDIT ##.##% (FROM AGREEMENT) $0.00 54 NET REPLACEMENT COST (Sum lines 52 and 53) $1,633,488.93 Handling, Tax & Insurance and Pension & Welfare at Approved Rates Engineer: Submitted By: NEELESH P. SHAH Page 1 of 1 Bill Page 1 w w 1 J J O CL a w j ~ LLJ j o w - a: z 0 0 y ! ua Z W a m Z Z 0 W C, j via j O J J Q D O' V) H 0 Z W � W O Z w Ln 0 po o p ! o ! u p pC o- u N w O � a 0 (n � a_ O p ., z_ z� zw zm j zn z j W zn za zN JI U d w d W w Xw X w W wz 1 �+w 1 w W w W wtY wz O W>r Up wO> Ur� >O>U > J >oV iC � 3C O S5 OrU J;C OUr SK OO 3C 3 iK iC Oa >:N 5 N C N ¢ N C N C N ! ¢ N !¢ V I C N C N K z V n U N O. j 1 i^ Z z^ ^ Xw 1 1 1 1 Z z� Xw WC wj wj 1 / zczi p Z= 3 s a H W '- w�' aN KN KN 1 ! C N - (M/a,ol)_avoa Aaiva aouvl ,e�✓a .00 avoa > alva aouvl �N✓a oe� avoa- > aroa ---- — Wtl ro) C 'ON IVNYa O'O'M'd'd'! o m Wa .w1 C 'ON lVNVO O'0'M'd'd'! WH A C 'ON IVNVO O'O'M'Sd'! � N b W =p Ua Xw �� w Oj C N w C N� O jV > U O� � C N z Zo o r U KN uz ^3 W z iri w C ZU j�N W n m 30 30 z V z¢ zr 7 JU Q JU rp �� z z . VI-z, = nvmnN,tin � ON IVNVO O'3WJ'd'-i Z 0 Q U O J W } 0, W O CI- M 0 0 N a Z � Q � 0 ^ d a_ Qa x w Z 0 UZ �D J W � H W V7 °z zs Z z� � pu W CU �- ;� Zz z¢ w� ZK .�- NC zN i 2 wR FW Q F U Z N F z K N JV I 1 zN za IZ az ; zN 1 1 1'I j� o� is zz wF ^ x oZ ^ o z z ¢ w� p O 1 1- z N zir r zz az U U zs w p zir r m N K �r. Z� zN 2N zN Jp m 1 i 1 Cz '.. I� i N Z C za I a it � wo I �w zN T —N ----------F��------------------- " n ----'"--- + L__ ___ _-__ -_ _ _ __1L. � ....aw r� r1'y".• .n.u. r. nd foa 3iVI9'--7VMHJIH SJNIN 1 £LL OV021 31V1S — kVMHDIH SONIN £lL GV0k 4 'ON IVNVO 0'0'M*J'd'd 4 'ON IVNV3 O'O'M'J'd'j FPL. NOTIFICATION OF FPL FACIL TIES Customer/Agency llt � � ,� r.:ev - *41)t ??r', >s i��� Date of Meeting/Cqn t: Developer/Contractor Name P oject Number/NAii r - Location of Project :'1r , / ,. f y�rtr� �i�. ,.rr ' ty; JC7� , FPL Representative _ f�l F - x✓ �! �' � j� e: � f' (•�- Phone: —� _ - , a..,,� , Developer/Contractor Representative nr_ FPL Work Request #Mor Order #: _,0 � FPL calls your attention to the fact that there may be energized, high voltage electric lines, both overhead and underground, located in the area of this project. It is imperative that you visually survey the area and that you also take the necessary steps to identify all overhead and underground facilities prior to commencing construction to determine whether the construction of any proposed improvements will bring any person, tool, machinery, equipment or object closer to FPL's power lines than the OSHA -prescribed limits. If it will, you must either re -design your project to allow it to be built safely given the pre-existing power line location, or make arrangements with FPL to either deenergize or ground our facilities, or relocate them at your expense. You must do this before allowing any construction near the power lines. It is impossible for FPL to know or predict whether or not the contractors or subcontractors, and their employees, will operate or use cranes, digging apparatus or other mobile equipment, or handle materials or tools, in dangerous proximity to such power lines during the course of construction, and, if so, when and where. Therefore, if it becomes necessary for any contractor or subcontractor, or their employees, to operate or handle cranes, digging apparatus, draglines, mobile equipment, or any other equipment, tools or materials in such a manner that they might come closer to underground or overhead power lines than is permitted by local, state or federal regulations, you and any such contractor or subcontractor must notify FPL in writing of such planned operation prior to the commencement thereof and make all necessary arrangements with FPL in order to carry out the work in a safe manner. Any work in the vicinity of the electric lines should be suspended until these arrangements are finalized and implemented. The National Electrical Safety Code ("NESC") prescribes minimum clearances that must be maintained. If you build your structure so that those clearances cannot be maintained, you will be required to compensate FPL for the relocation of our facilities to comply with those clearances. As such, you should contact FPL prior to commencing construction near pre-existing underground or overhead power lines to make sure that your proposed improvement does not impinge upon the NESC clearances. It is your responsibility and the responsibility of your contractors and subcontractors on this project to diligently fulfill the following obligations: 1. Make absolutely certain that all persons responsible for operating or handling cranes, digging apparatus, draglines, mobile equipment or any equipment, tool, or material capable of contacting a power line, have a copy of and are familiar with all applicable state and federal regulations, including but not limited to U.S. Department of Labor OSHA Regulations, before commencing their work. 2. Make sure that all cranes, digging apparatus, draglines, mobile equipment, and all other equipment or materials capable of contacting a power line have attached to them any warning signs required by U.S. Department of Labor OSHA Regulations. 3. Post and maintain proper warning signs and advise all employees, new and old alike, of their obligation to keep themselves, their tools, materials and equipment away from power lines per the following OSHA minimum approach distance table: Power Line Voltages OSHA Minimum Approach Distance 0 - 69,000 volts 10 Feet 115,000-138,000 volts 11 Feet 230,000 volts 13 Feet *When uncertain of the voltage, stay 18 feet away 500,000 volts 18 Feet or call FPL or your local utility, All excavators are required to contact the Sunshine State One Call of Florida, phone number 1-800-432-4770 or 811 a minimum of two working days (excluding weekends) in advance of commencement of excavation to ensure facilities are located accurately. Conduct all locations and excavations in accordance with the Florida State Statute 556 of the Underground Facilities Damage Prevention & Safety Act and all local city and county ordinances that may apply. 6. When an excavation is to take place within a tolerance zone, an excavator shall use increased caution to protect underground facilities. The protection requires hand digging, pot holing, soft digging, vacuum methods, or similar procedures to identify underground facilities. ZY6 A copy of this notification must be {provided by you to each contractor and subcontractor on this project, to be shared with their supervision and employees prior to commencing work on this project. G-!'lC- Cif t f its/✓�1+i-:0Z.'2!'it....LJz�:',?ZLI��.;-c. Means by wh' h this no'fication as provided to customer and/or contractor Address FPL Representative Signature Date Customer/Developer/Contractor Representative Signature Date Form 360 Rev. 5/16/08 AGENDA REQUEST ITEM NO: VI-K1 DATE: January 27, 2009 REGULAR [ ] PUBLIC HEARING [ ] CONSENT [X] TO: BOARD OF COUNTY COMMISSIONERS SUBMITTED BY: Community Services PRESENTED BY: Corine C. Williams, Transit Manager A) SUBJECT: Authorize staff to submit a request to the Federal Transportation Administration (FTA) to be the designated recipient of Job Access Reverse Commute (JARC) and New Freedom program funds. BACKGROUND: See attached Memorandum No. 09-106. FUNDS AVAIL: N/A PREVIOUS ACTION: N/A RECOMMENDATION: Authorize staff to submit a request to the Federal Transportation Administration (FTA) to be the designated recipient of Job Access Reverse Commute (JARC) and New Freedom program funds, authorize the Chair to sign all necessary document. COMMISSION ACTION: p<j APPROVED [ ] DENIED [ ] OTHER Approved 5-0 County Attorney: x 4Wj -�kft 01741 Daniel S. McIntyre/Heather Young originating Department Beth Ryder CONCURRENCE: Faye W. Outlaw, MPA County Administrator Coordination/Signatures Management & Budget x Purchasing: Marie Gouin/ Sophia Holt Other: Other: COMMUNITY SERVICES MEMORANDUM #09-106 TO: Board of County Commissioners FROM: Corine C. Williams, Transit Manager SUBJECT: Request to be a Designated Recipient for Job Access & Reverse Commute (JARC) and New Freedom Program Funds. DATE: January 27, 2009 The St. Lucie Transportation Planning Organization in partnership with the St. Lucie Board of County Commissioners is proposing to apply for the Job Access & Reverse Commute (JARC) and New Freedom Program funds. Federal law requires the designation by the Governor of an entity to receive Federal Transit Administration JARC and New Freedom Program. The designation must be made in consultation with responsible local officials and publicly owned operators of public transportation. The designated recipient has the principal authority and responsibility for administering the JARC and New Freedom funds and for applying to FTA for these funds on behalf of subrecipients. The Job Access & Reverse Commute program is intended to help fund transportation services and supportive activities that 1) improve access to jobs for persons of low income and those on welfare, and 2) provide reverse commute trips for the general population. (A reverse commute trip provides transportation for urban, suburban and rural area residents to suburban employment opportunities.) The purpose of the New Freedom Program is to provide improved public transportation service, and alternatives to public transportation, beyond those required by the Americans with Disabilities Act of 1990 (ADA), for people with disabilities regardless of income. St. Lucie County is the designated recipient for Section 5307 funds. Because the Section 5307 designated recipient provides and coordinates transportation services for the area and is familiar with FTA program oversight requirements, it is appropriate for the County to be the designated recipient for JARC and New Freedom program funds. Available JARC and New Freedom funds for the Port St. Lucie Urbanized Area total $621,041 for Fiscal Years . 2007-2009. There can be a single recipient for JARC and New Freedom or separate recipient for each urbanized area. If the Governor designates multiple recipients in an area, the JARC and New Freedom funds are split among the designated recipients and each designated recipient is responsible for local projects/subrecipients. The Port St. Lucie Urbanized Area primarily consists of portions of St. Lucie County and Martin County. St. Lucie County staff has been informed by Martin County staff of Martin County's desire to also become a designated recipient of JARC and New Freedom program funds. Based on a split of available funds according to population and other factors, St. Lucie County would receive a total of $385,046 in JARC and New Freedom funds after these funds are split with Martin County. Recommendation: Authorize staff to submit a request to the Federal Transportation Administration (FTA) to be the designated recipient of Job Access Reverse Commute (JARC) and New Freedom program funds, authorize the Chair to sign all necessary document. '� Transportation Planning W019GRIZation 5T. LUCIE URBAN AREA r 7NTY �7LO R I D A - CALL FOR TRANSPORTATION PROJECTS JOB ACCESS & REVERSE COMMUTE (JARC) AND NEW FREEDOM PROGRAMS January 14, 2009 - The St. Lucie TPO, in partnership with the St. Lucie County Community Services Department, is announcing a call for public transportation projects for Job Access & Reverse Commute (JARC) and New Freedom Program funds. The available funds are for projects within St. Lucie County that improve transportation for low-income individuals, individuals with disabilities and individuals seeking to access suburban employment locations. The deadline for receipt of project applications is 12 noon, February 20, 2009. Eligible Applicants: 1) Private nonprofit organizations; 2) State or local governmental authorities, and 3) Operators of public transportation services, including private, for -profit operators of public transportation services Available Funds: The total funds available are $223,424 for JARC projects and $161,622 for New Freedom projects. Funds can be used for capital, operating, and administrative expenses. A 20 percent local share (match) requirement exists for capital costs, and a 50 percent local share requirement exists for operating costs. Examples of Eligible Projects: Eligible projects include but are not limited to late -night and weekend service, shuttle service, ADA (Americans with Disabilities Act) accessibility improvements, and travel training. Application Form and Details: The application form and specific details can be found in the St. Lucie Job Access & Reverse Commute (JARC) and New Freedom Application Package available online at the St. Lucie TPO website, www.stluciempo.org or by calling the St. Lucie TPO at (772)462-1593 or at the St. Lucie County Community Services Department website http://www.stiucieco.clov/community/transportation dept.htm or by calling Community Services at (772) 462-1777. Technical Assistance: For additional information, please contact Marceia Lathou, TPO Senior Planner at (772) 462-1593, lathoum stlucieco.org or Corine Williams, St. Lucie County Transit Manager at (772) 462-1777, williamsc@stlucieco.org. A pre -application workshop will be held from 10:00 am to 12 noon, Thursday, January 29, 2009, at the Workforce Development Board of the Treasure Coast, 584 NW University Blvd., Suite 100, Port St. Lucie, Florida. Attendance is not required but is encouraged. Please RSVP either of the above individuals if attending. Application Deadline: 12 noon February 20, 2009. Applications found to be incomplete or received after 12 noon, February 20, 2009 will not be considered for funding. Completed applications must be submitted to St. Lucie County Community Services, 437 N. 7th Street, Fort Pierce, FL 34950. Transportation Planning for Fort Pierce, Port St. Lucie, St. Lucie Village and St. Lucie County Transportation VWPlanning Organization ST. LUCIE URBAN AREA 7TY R I D A-10 CALL FOR PUBLIC TRANSPORTATION PROJECTS JOB ACCESS & REVERSE COMMUTE (JARC) AND NEW FREEDOM PROGRAMS January 20, 2009 The St. Lucie TPO, in partnership with the St. Lucie County Community Services Department, is announcing a call for public transportation projects for Job Access & Reverse Commute (JARC) and New Freedom Program funds. The available funds are for projects within St. Lucie County that improve transportation for low-income individuals, individuals with disabilities, and individuals seeking to access suburban employment locations. The deadline for receipt of project applications is 12 noon, February 20, 2009. Background on JARC and New Freedom Programs: The Job Access & Reverse Commute program is intended to help fund transportation services and supportive activities that 1) improve access to jobs for persons of low income and those on welfare, and 2) provide reverse commute trips for the general population. (A reverse commute trip provides transportation for urban, suburban and rural area residents to suburban employment opportunities.) The purpose of the New Freedom Program is to provide improved public transportation service, and alternatives to public transportation, beyond those required by the Americans with Disabilities Act of 1990 (ADA), for people with disabilities regardless of income. Eligible Applicants: 1) Private nonprofit organizations; 2) State or local governmental authorities, and 3) Operators of public transportation services, including private, for -profit operators of public transportation services. Only organizations whose proposed public transportation projects serve St. Lucie County are eligible to apply. This means that there is either an origin or destination located within the County and that the general nature of the service includes shared rides. Examples of Eligible Projects: Eligible projects include but are not limited to late -night and weekend service, shuttle service, ADA (Americans with Disabilities Act) accessibility improvements, and travel training. Available Funding: The total funds available are $223,424 for JARC projects and $161,622 for New Freedom projects. Funds can be used for capital, operating, and administrative expenses. A 20 percent local share (match) requirement exists for capital costs, and a 50 percent local share requirement exists for operating costs. The local share must be provided from sources other than federal transportation funds. Grant recipients may use up to 10 percent of their funding to support program administrative costs. There is no local share requirement for administrative costs. Transportation Planning for Fort Pierce, Port St. Lucie, St. Lucie Village and St. Lucie County t ., Page 2 of 2 Coordinated Public Transit -Human Services Transportation Plan: Projects selected for funding under the ]ARC and New Freedom programs must be consistent with and derived from the adopted St. Lucie Coordinated Public Transit - Human Services Transportation Plan (Coordinated Plan). Projects can be derived from the Coordinated Plan without being specifically listed in the Plan. The Coordinated Plan, also known as the Transportation Disadvantaged Service Plan (TDSP), is available online at the St. Lucie TPO website: www.stluciempo.org. Project Selection Process: Funding for JARC and New Freedom projects will be awarded through a competitive selection process. After initial screening by TPO and St. Lucie County staff to determine eligibility, a panel consisting of representatives from local transportation and social services agencies will evaluate and score the applications. The ranked list of applications will then be submitted to the St. Lucie Local Coordinating Board for the Transportation Disadvantaged (LCB) for approval at its next, regularly scheduled meeting in March 2009. Once approved, the ranked list will be submitted to FTA for final determination of funding. Application Form and Details: The application form, as well as details concerning specific eligibility requirements, local share requirements, and allowable activities, can be found in the St. Lucie Job Access & Reverse Commute (JARC) & New Freedom Application Package available online at the St. Lucie TPO website, www.stluciempo.org or the St. Lucie County Community Services Department website http://www.stiucieco.gov/community/transportation dept.htm. if you experience any difficulty with the electronic form or desire the application in another format, please contact the St. Lucie TPO at (772) 462-1593 or the St. Lucie County Community Services Department at (772) 462-1777. Technical Assistance: For additional information, please contact Marceia Lathou, TPO Senior Planner at (772) 462-1593, lathoum@stlucieco.org or Corine Williams, St. Lucie County Transit Manager at (772) 462-1777, williamsc@stlucieco.org. Application Workshop: A pre -application workshop will be held from 10:00 am to 12 noon, Thursday, January 29, 2009, at the Workforce Development Board of the Treasure Coast, 584 NW University Blvd., Suite 100, Port St. Lucie, Florida. Attendance is not required but is encouraged. Please RSVP either of the above individuals if attending. Application Deadline: The application deadline is 12 noon, February 20, 2009. Applications must be received by the St. Lucie TPO by this time to be eligible for consideration. Applications found to be incomplete or received after 12 noon, February 20, 2009 will not be considered for funding. Application Submittal: Completed applications must be submitted to St. Lucie County Community Services, 437 N. 7th Street, Ft. Pierce, FL 34950. Additional Resources: JARC Program (Federal Transit Administration) http://www.fta.dot.gov/funding/grants/grants financing 3550.html; New Freedom Program (Federal Transit Administration) http://www.fta.dot.gov/funding/grants/grants financing 3549.html AGENDA REQUEST ITEM NO: IV — K2 DATE: January 27, 2008 REGULAR [ ] PUBLIC HEARING [ CONSENT [X] TO: BOARD OF COUNTY COMMISSIONERS SUBMITTED BY: Community Services Department PRESENTED BY: Jessica Parrish, Housing Project Coordinator SUBJECT: Acceptance of the St. Lucie County Affordable ousing Advisory Committee 2008 Incentive & Recommendation Report compiled by the Affordable Housing Advisory Committee. BACKGROUND: Please see Memorandum No. 09-108. FUNDS AVAIL: N/A PREVIOUS ACTION: On December 6, 2008 the BOCC discussed the St. Lucie County Affordable Housing Advisory Committee's 2008 Incentive & Recommendation Report. It was tabled for a later meeting and the BOCC requested individual meetings to discuss the report. On May 27, 2008 the BOCC approved Ordinance No. 08-023 amending Chapter 1- 10.5 (Housing) of the St. Lucie County Code of Ordinances and Compiled Laws to provide for the creation of the Affordable Housing Advisory Committee. On June 10, 2008 the BOCC approved Resolution No. 08-197 appointing the initial members of the Affordable Housing Advisory Committee. RECOMMENDATION: Approval of Resolution No. 09-036 accepting the St. Lucie County Affordable Housing Advisory Committee's 2008 Incentive & Recommendation Report. COMMISSION ACTION: CONCURRENCE: [I APPROVED [ I DENIED [ ]OTHER Approved 5-0 Faye W. Outlaw, MPA County Administrator Coordination/Signatures County Attorney: x lb In Management & Budget x —,*—y Purchasing: Daniel S. McIntyre/Heather Young —�tnn• %tf /Sophia Holt ft Originating Department: x Other: Other: Beth Ryder IMP COUNTY IFL O R I D A' , COMMUNITY SERVICES MEMORANDUM #09-108 TO: Board of County Commissioners FROM: Jessica Parrish, Housing Project Coordinator SUBJECT: Acceptance of the St. Lucie County Affordab using Advisory Committee 2008 Incentive & Recommendation Report compiled by the Affordable Housing Advisory Committee. DATE: January 27, 2009 As part of HB 1375 which was enacted in 2007, the Legislature revised section 420.9076, F.S. to require that local governments establish a local Affordable Housing Advisory Committee (AHAC). On May 27, 2008, the St. Lucie County Board of County Commissioners approved Ordinance No. 08-023 to establish St. Lucie County's AHAC. According to state law, the principal responsibility of the AHAC is to submit a report to the local governing body that includes a recommendation on or evaluation of the affordable housing incentives identified in Paragraphs A-K of Section 420.9076 (4), F.S. Consistent with the provisions of section 420.9076 F.S., each AHAC must review the local government's established policies and procedures, ordinances, land development regulations and comprehensive plan and must recommend specific actions or initiatives to encourage or facilitate affordable housing, while protecting the ability of property to appreciate in value. According to HB 1375, the AHAC report is due to the Board of County Commissioners by December 31, 2008. By May 2009, the county must submit an electronic version of the report to the Florida Housing Finance Corporation (FHFC). This submittal must occur in conjunction with the transmittal of the County's next Local Housing Assistance Plan to FHFC. That proposed plan is due to the FHFC by May 2010. After the initial submission, reports are required to be submitted triennially on December 31 of the year preceding the submission of the Local Housing Assistance Plan update. Section 420.9076 (4) F.S. requires that, at a minimum, each advisory committee shall submit a report to the local governing body that includes recommendations on affordable housing incentives in the following areas: (a) The processing of approvals of development orders or permits, as defined in Sections 163.3164(7) and (8), Florida Statutes, for affordable housing projects is expedited to a greater degree than other projects; (b) The modification of impact -fee requirements, including reduction or waiver of fees and alternative methods of fee payment for affordable housing; (c) The allowance of flexibility in densities for affordable housing; (d) The reservation of infrastructure capacity for housing for very -low income persons, low income persons, and moderate -income persons; (e) The allowance of affordable accessory residential units in residential zoning districts; (f) The reduction of parking and setback requirements for affordable housing; (g) The allowance of flexible lot configurations, including zero -lot -line configurations for affordable housing; (h) The modification of street requirements for affordable housing; (i) The establishment of a process by which the County considers, before adoption, policies, procedures, ordinances, regulations, or plan provisions that increase the cost of housing; (j) The preparation of a printed inventory of locally owned public lands suitable for affordable housing; (k) The support of development near transportation hubs and major employment centers and mixed -use developments. The 2008 Incentive & Recommendation Report compiled by the AHAC contains recommendations of specific actions or initiatives to encourage or facilitate affordable housing in St. Lucie County. Recommendation: Approval of Resolution No. 09-036 accepting the St. Lucie County Affordable Housing Advisory Committee's 2008 Incentive & Recommendation Report. RESOLUTION NO. 09-036 A RESOLUTION APPROVING THE ST. LUCIE COUNTY AFFORDABLE HOUSING ADVISORY COMMITTEE (AHAC) 2008 INCENTIVE $ RECOMMENDATION REPORT WHEREAS, pursuant to revised Section 420.9076 (4), F.S., each local government participating in the State Housing Initiatives Partnership (SHIP) program must prepare an AHAC report that recommends to the local governing body specific actions or initiatives to encourage or facilitate affordable housing; WHEREAS, the St. Lucie County AHAC held public meetings on July 23, 2008, August 12, 2008, September 16, 2008, October 2, 2008, October 22, 2008, and November 6, 2008 at which the AHAC reviewed the county's Comprehensive Plan, Land Development Regulations, and existing county affordable housing incentives to determine which incentives are appropriate for St. Lucie County and should be incorporated in the AHAC report; and WHEREAS, the AHAC held a public hearing pursuant to the requirements of Section 420.9076 (5), F.S. on December 9, 2008 to review the 2008 Incentive & Recommendation Report; and WHEREAS, the AHAC at its December 9, 2008 public hearing voted to approve the 2008 Incentive & Recommendation Report; and WHEREAS, an electronic copy of the 2008 Incentive & Recommendat-ion Report must be submitted to Florida Housing Finance Corporation by May 2009; and WHEREAS, a copy of the amended Local Housing Assistance Plan must be submitted to Florida Housing Finance Corporation for its review by May 2010. NOW, THEREFORE, BE. IT RESOLVED by the Board of County Commissioners of St. Lucie County, Florida: 1. The above recitals are ratified in their entirety. 2. The attached St. Lucie County Affordable Housing Advisory Committee 2008 Incentive & Recommendation Report is hereby accepted. After motion and second the vote on this resolution was as follows: Chairman Paula A. Lewis XXX Vice -Chairman Charles Grande XXX Commissioner Chris Craft XXX Commissioner Doug Coward XXX Commissioner Chris Dzadovsky XXX PASSED AND DULY ADOPTED this 27th day of January, 2009. ATTEST: DEPUTY CLERK BOARD OF COUNTY COMMISSIONERS ST. LUCIE COUNTY, FLORIDA BY: CHAIRMAN APPROVED AS TO LEGAL FORM AND CORRECTNESS: 2 COUNTY ATTORNEY St. Lucie County Affordable Housing Advisory Committee 2008 Incentives Review and Recommendation Report Community Services Department St. Lucie County 437 North 7th Street Ft. Pierce, Florida 34950 (772) 462-1777 Approved by the Affordable Housing Advisory Committee at a Public Hearing on December 9, 2008 Accepted by the Board of County Commissioners January 27, 2009 Resolution No. 09-036 I. BACKGROUND INFORMATION The St. Lucie County Affordable Housing Advisory Committee (AHAC) was established as required pursuant to Section 420.9072, Florida Statutes and formed by passing of Ordinance No. 08-023. Members of the AHAC were appointed by the Board of County Commissioners via Resolution No. 08-197. The committee members' terms shall run concurrent with the term of the appointing commissioner. The Affordable Housing Advisory Committee shall submit a report to the Board of County Commissioners every three years on or before December 315t beginning December 2008 that includes recommendations on and evaluate the implementation of, affordable housing in the following specific areas: a) The processing of approvals of development orders or permits, as defined in Sections 163.3164(7) and (8), Florida Statutes, for affordable housing projects is expedited to a greater degree than other projects; b) The modification of impact -fee requirements, including reduction or waiver of fees and alternative methods of fee payment for affordable housing; c) The allowance of flexibility in densities for affordable housing; d) The reservation of infrastructure capacity for housing for very -low income persons, low income persons, and moderate -income persons; e) The allowance of affordable accessory residential units in residential zoning districts; f) The reduction of parking and setback requirements for affordable housing; g) The allowance of flexible lot configurations, including zero -lot -line configurations for affordable housing; h) The modification of street requirements for affordable housing; i) The establishment of a process by which the County considers, before adoption, policies, procedures, ordinances, regulations, or plan provisions that increase the cost of housing; j) The preparation of a printed inventory of locally owned public lands suitable for affordable housing; k) The support of development near transportation hubs and major employment centers and mixed -use developments. The Committee reviewed all eleven specific areas as it relates to affordable housing and met on the following dates to do so: • July 23, 2008 at 2:00 pm • August 12, 2008 at 2:00 pm • September 16, 2008 at 2:00 pm • October 2, 2008 at 2:00 pm St. Lucie County Affordable Housing Advisory Committee Page 2 of 12 2008 Incentive Review and Recommendation Report December 9, 2008 • October 22, 2008 at 4:00 pm • November 6, 2008 at 4:00 pm Ill. PUBLIC HEARING The report was presented at a public hearing December 9, 2008 at 4:00 PM in Conference Room 3 of the Roger Poitras Administration Annex Building. III. INCENTIVES AND RECOMMENDATIONS A. Incentive: The processing of approvals of development orders or permits, as defined in Sections 163.3164(7) and (8), Florida Statutes, for affordable housing projects is expedited to a greater degree than other projects. Review Synopsis: Goals, Objectives and Policies regarding affordable housing and housing in general may be found in the County's Comprehensive Plan Housing Element. There are no Goals, Objectives or Policies that specifically address the expedition of the review, approval and/or permitting of affordable housing projects. The addition of language, in the form of an objective or policy, regarding the expedition of the approval of affordable housing projects would be best suited in the Housing Element of the Comprehensive Plan. The County's Land Development Code makes no mention of affordable housing in definition, zoning, use or expedition of review or approval of such developments. Chapter XI, Administration and Enforcement, deals with the procedures required for obtaining development orders (any order granting, denying authorization, or granting with conditions an application for a development permit) and certain types of permits. Chapter XII, Decision Making and Administrative Bodies, defines the respective commissions, boards and agencies and all matters related to their charge. Any modifications of review and approval procedures to expedite affordable housing projects would be best suited to Chapter XI. Consideration of the modification of duties and powers with respect to the expedition of affordable housing permitting could be considered for the appropriate board (BOCC) and/or Local Planning Agency (Planning and Zoning Commission). Recommendation: Specific policies and objectives regarding expedition of permits and development approvals should be added to the Housing Element of the Comprehensive Plan along with the addition of modifications in respect to expediting affordable housing to the Land Development Code Chapter XII, Decision Making and Administrative Bodies. St. Lucie County Affordable Housing Advisory Committee Page 3 of 12 2008 Incentive Review and Recommendation Report December 9, 2008 Board Action: B. Incentive: Consider the modification of impact -fee requirements, including reduction or waiver of fees and alternative methods of fee payment for affordable housing. Review Synopsis: Goals, Objectives and Policies regarding affordable housing and housing in general may be found in the County's Comprehensive Plan Housing Element. The following objectives and policies do seem to address the issue of fee waivers and alternative methods of fee payment, albeit not specifically. Objective 5.1.3 By 2003, the Land Development Regulations shall clearly define incentives to facilitate public and private sector cooperation. Policy 5.1.3.1 The County will continue to review ordinances, codes, regulations and the permitting process for the purpose of identifying excessive requirements, and amending or adding other requirements in order to maintain or increase private sector participation in meeting the housing needs, while continuing to insure the health, welfare and safety of the residents. Policy 5.1.3.2 The County shall continue to support incentives including fast track processing to proposed housing developments. Policy 5.1.3.4 By December 31, 2003, the Land Development Regulations shall provide, private sector and nonprofit organizations incentives for the provision of affordable housing, including density bonuses. The addition of specific language, in the form of an objective or policy, regarding the reduction or waiver of fees and alternative methods of fee payment for affordable housing may be considered. The County's Land Development Code makes no mention of reduction or waiver of fees and alternative methods of fee payment for affordable housing. Any modifications of review and approval procedures to expedite affordable housing projects would be best suited to Chapter XI Administration and Enforcement and Chapter XII Decision Making and Administrative Bodies. Further, the County is currently in the process of assessing its impact fees and consideration of including the above may be appropriate. Recommendation: Specific language should be added to the Comprehensive Plan, in the form of an St. Lucie County Affordable Housing Advisory Committee Page 4 of 12 2008 Incentive Review and Recommendation Report December 9, 2008 objective or policy, regarding the reduction, waiver or deferral of fees and alternative methods of fee payment for affordable housing. Board Action: C. Incentive: Allow flexibility in densities for affordable housing. Review Synopsis: The Housing Element of the Comprehensive Plan does contain language that could be construed to include the allowance of flexibility in densities. Witness the following examples: Policy 5.1.1.2 The County shall continue to permit high density residential development in Planned Mixed Use Development projects. Objective 5.1.2 In order to facilitate the development of industries (industrial and commercial) providing numerous positions, the County shall encourage the development of housing conducive to the attraction of these new industries and which have been identified as a need within St. Lucie County. Objective 5.1.3 By 2003, the Land Development Regulations shall clearly define incentives to facilitate public and private sector cooperation. Policy 5.1.3.1 The County will continue to review ordinances, codes, regulations and the permitting process for the purpose of identifying excessive requirements, and amending or adding other requirements in order to maintain or increase private sector participation in meeting the housing needs, while continuing to insure the health, welfare and safety of the residents. There appear to be no other Goals, Objectives or Policies in any of the other Elements of the Comprehensive Plan addressing the issue of flexibility in densities for affordable housing. Future modifications to nearly all the Elements, such as Land Use, Transportation, Potable Water/Solid Waste/Drainage/Sanitary Sewer Sub -Elements, may be considered in that the issue of density ought to be considered comprehensively. The Land Development Code also does not address, specifically, allowances for flexibility in densities for affordable housing. However, there are a number of chapters and their respective sections that either consider or could be modified to better consider density flexibility regarding affordable housing. They include, St. Lucie County Affordable Housing Advisory Committee Page 5 of 12 2008 Incentive Review and Recommendation Report December 9, 2008 however are not necessarily limited to Chapter III Zoning Districts (Residential Multi -Family districts, Planned Development and Planned Mixed Use Development), Chapter VII Development Design and Improvement Standards (Sections 7.01.00 Planned Unit Development, 7.03.00 Planned Mixed Use Development, 7.04.00 Area, Yard, Height, and Open Space Requirements). Such modification considerations, with respect to density must also take into consideration transportation issues (reference Section 7.05.00 Transportation Systems) and parking (reference Section 7.06.00 Off -Street Parking and Loading). Recommendation: Specific language should be added to the Land Development Code which would better address density flexibility for affordable housing. Board Action: D. Incentive: The reservation of infrastructure capacity for housing for very -low income persons, low income persons, and moderate -income persons. Review Synopsis: The Housing Element of the Comprehensive Plan does contain language that could be construed to include the reservation of infrastructure. The following goal (shown) and the subsequent objectives and policies that follow appear to address this issue: GOAL 5.2 TO PROVIDE AN ADEQUATE MIX OF SAFE AND SANITARY HOUSING WHICH MEETS THE NEEDS OF EXISTING AND FUTURE ST. LUCIE COUNTY RESIDENTS. Future modifications to the Elements, such as Land Use, Transportation, Potable Water/Solid Waste/Drainage/Sanitary Sewer Sub -Elements, may be considered in that the issue of capacity ought to be considered comprehensively. The Land Development Code also does not address, specifically, the reservation of infrastructure capacity for affordable housing. Modifications regarding the reservation of infrastructure capacity for affordable housing appear to be limited to Chapter VII Development Design and Improvement Standards. Recommendation: To better plan for higher density land uses that can better accommodate affordable housing, develop specific language in the Comprehensive Plan for land use designations that will serve affordable housing infrastructure requirements such as utilities and transportation. Board Action: St. Lucie County Affordable Housing Advisory Committee Page 6 of 12 2008 Incentive Review and Recommendation Report December 9, 2008 E. Incentive: The allowance of affordable accessory residential units in residential zoning districts. Review Synopsis: There appear to be no Goals, Objectives or Policies in any of the Elements of the Comprehensive Plan that specifically address the allowance of affordable accessory units. Arguably, some of the goals, policies and objectives language is broad enough that such standards would be appropriate for inclusion in the Land Development Code. The Residential Zoning Districts (Chapter III Zoning Districts) could be modified to include such accessory units. Chapter VII Development Design and Improvement Standards, Section 7.04.00 Area, Yard, Height, and Open Space Requirements and Chapter VIII Accessory and Temporary Structures and Uses would also need to be reviewed. Recommendation: Specific language should be added to both the Comprehensive Plan and the Land Development Code. Comprehensive Plan language would include additions to the Future Land Use and Housing Elements with regard to accessory structures. Specific language to the Land Development Code would include additions to Zoning Districts and to Development Design and Improvement Standards with respect to accessory structures and area, yard, height and open space requirements. Accessory structures would be considered in districts where best feasible or appropriate. Board Action: F. Incentive: Reduce parking and setback requirements for affordable housing. Review Synopsis: Again, there appear to be no Goals, Objectives or Policies in any of Elements of the Comprehensive Plan that specifically address the allowance of affordable accessory units. However, some of the goals, policies and objectives language is. broad enough that such standards would be appropriate for inclusion in the Land Development Code. Land Development Code Chapters and Section to be reviewed for modification with respect to the reduction of parking and setback requirements would include, but not necessarily be limited to Chapter VII Development Design and Improvement Standards, Section 7.04.00 Area, Yard, Height, and Open Space Requirements and Section 7.06.00 Off -Street Parking and Loading. St. Lucie County Affordable Housing Advisory Committee Page 7 of 12 2008 Incentive Review and Recommendation Report December 9, 2008 Recommendation: Specific language should be added to the Land Development Code Development Design and Improvement Standards and Off Street Parking and Loading requirements with respect to parking and setback requirements. Board Action: G. Incentive: The allowance of flexible lot configurations, including zero -lot -line configurations for affordable housing. Review Synopsis: Also here, there appear to be no Goals, Objectives or Policies in any of Elements of the Comprehensive Plan that specifically address the allowance of affordable accessory units. However, some of the goals, policies and objectives language is broad enough that such standards would be appropriate for inclusion in the Land Development Code. Land Development Code Chapters and Section to be reviewed for modification with respect to the reduction of parking and setback requirements would include, but not necessarily be limited to the Residential Zoning Districts (Chapter III Zoning Districts) could be modified to include such flexibility. Chapter VII Development Design and Improvement Standards, Section 7.04.00 Area, Yard, Height, and Open Space Requirements. Sections 7.01.00 Planned Unit Development, 7.03.00 Planned Mixed Use Development, also found in Chapter VII should be considered as well. Recommendation: Specific language should be added to both the Comprehensive Plan and the Land Development Code. Comprehensive Plan language would include additions to the Future Land Use and Housing. Elements with regard to zero -lot -line configuration. Specific language to the Land Development Code would include additions to Zoning Districts and to Development Design and Improvement Standards with respect to accessory structures and area, yard, height and open space requirements. Zero -lot -line type uses and configurations would be considered in districts where best feasible or appropriate. Board Action: H. Incentive: The modification of street requirements for affordable housing. Review Synopsis: St. Lucie County Affordable Housing Advisory Committee Page 8 of 12 2008 Incentive Review and Recommendation Report December 9, 2008 There appear to be no Goals, Objectives or Policies in any Elements of the Comprehensive Plan that specifically address street requirements for affordable housing. Arguably, some of the goals, policies and objectives language is broad enough that such standards would be appropriate for inclusion in the Land Development Code. Land Development Code Chapters and Section to be reviewed for modification with respect to street requirements would include, but not necessarily be limited to Chapter VII Development Design and Improvement Standards and Section 7.06.00 Off -Street Parking and Loading. Recommendation: Work with County Engineering to review and modify, where feasible, street and parking circulation cross-section requirements for affordable housing development. Board Action: I. Incentive: Establish a process by which the County considers, before adoption of any policy, procedure, ordinance, regulation, or plan a provision that prevents any increase the cost of housing. Review Synopsis: Goals, Objectives and Policies regarding affordable housing and housing in general may be found in the County's Comprehensive Plan Housing Element. The following objectives and policies may be interpreted to provide for the establishment of a process by which the County could consider, before adoption, policies, procedures, ordinances, regulations or plan provisions that increase the cost of housing. Objective 5.1.3 By 2003, the Land Development Regulations shall clearly define incentives to facilitate public and private sector corporation. Policy 5.1.3.1 The County will continue to review ordinances, codes, regulations and the permitting process for the purpose of identifying excessive requirements, and amending or adding other requirements in order to maintain or increase private sector participation in meeting the housing needs, while continuing to insure the health, welfare and safety of the residents. Policy 5.1.3.2 The County shall continue to support incentives including fast track processing to proposed housing developments. St. Lucie County Affordable Housing Advisory Committee Page 9 of 12 2008 Incentive Review and Recommendation Report December 9, 2008 Policy 5.1.3.4 By December 31, 2003, the Land Development Regulations shall provide private sector and nonprofit organizations incentives for the provision of affordable housing, including density bonuses. The addition of specific language, in the form of an objective or policy, regarding the above, for affordable housing, may be considered. Recommendation: Work with County Attorney's office to develop a process and/or procedure by which any increase in the cost of housing be considered before the adoption of any policy, procedure, ordinance, regulation, or plan a provision that prevents any increase in the cost of affordable housing. Board Action: J. Incentive: Preparation a printed inventory of locally owned public lands suitable for affordable housing. Review Synopsis: The following objective and policies do address, somewhat, the inventory of locally owned public lands for affordable housing: Objective 5.2.5. Sites suitable for low and moderate -income housing shall be maintained in the County to meet the current and projected population needs. Policy 5.2.5.1 The County shall maintain or increase the amount of vacant land currently designated on the Future Land Use Map as Residential High (RH) in order to reduce land costs for low and moderate income housing. At least annually the plan shall be amended to add RH designated acreage comparable to the amount that has been developed during the previous year. Policy 5.2.5.2 The County shall maintain at a minimum 25% surplus of vacant land designated for high and/or medium density residential use on the Future Land Use Map and inside the Urban Service Boundary, in order that an adequate choice of sites for housing is available at all times. At least annually the plan shall be amended to provide for the surplus. Additional specific language, in the form of an objective or policy, regarding the above, may be considered. St. Lucie County Affordable Housing Advisory Committee Page 10 of 12 2008 Incentive Review and Recommendation Report December 9, 2008 Recommendation: Follow the recommendations outlined in the County's Affordable Housing Strategy which includes developing an inventory of publicly owned lands suitable for affordable housing. Board Action: K. Incentive: Support development near transportation hubs, major employment centers and mixed -use developments. Review Synopsis: The Comprehensive Plan provides several objectives and policies that seem to address the support of development near transportation hubs and major employment centers and mixed -use developments. Though not specific, through modification or addition of goals, objectives or policies that are more specific, this area may be better addressed. The following are currently found in the Plan: Policy 5.1.1.2 The County shall continue to permit high density residential development in Planned Mixed Use Development projects. Objective 5.1.2 In order to facilitate the development of industries (industrial and commercial) providing numerous positions, the County shall encourage the development of housing conducive to the attraction of these new industries and which have been identified as a need within St. Lucie County. Policy 5.1.2.1 In order to facilitate the location of new commercial and industrial enterprises especially high-tech industries, the county shall designate 1,868 acres of land to accommodate a minimum of 9,340 single-family dwelling units which will encourage the relocation of new businesses. Policy 5.1.2.2 The County shall encourage the development of single- family residential dwelling units to be located in the vicinity of new industrial and commercial development. GOAL 2.2 ESTABLISH AN INTEGRATED TRANSPORTATION SYSTEM CONSISTENT WITH FUTURE DEVELOPMENT OF THE COUNTY. Objective 2.2.1 Coordinate the transportation system with the future land use map or map series and ensure that existing and proposed population densities, housing and employment patterns, and land uses are consistent with the St. Lucie County Affordable Housing Advisory Committee Page 11 of 12 2008 Incentive Review and Recommendation Report December 9, 2008 transportation modes and services proposed to serve these areas. GOAL 2.6 INCORPORATE THE POTENTIAL FOR MASS TRANSIT INTO LONG RANGE TRANSPORTATION NEEDS. Recommendation: Follow the recommendations regarding development near transportation hubs, major employment centers and mixed -use developments as outlined in the Comprehensive Plan Evaluation and Appraisal Report. Board Action: IV. ADDITIONAL RECOMMENDATIONS As evidenced by this report, there appears to be further work to accomplish on the eleven items provided by statute. The AHAC is willing to address the items as the Board of County Commissioners deems appropriate. Annual interim reports shall be submitted indicating the progress the AHAC has accomplished. V. BOARD CONSIDERATION VI. ATTACHMENTS A. AHAC Membership Adopting Resolution B. Public Hearing Advertisement C. Resolution to adopt Incentives or Board action D. Ordinance Forming the Affordable Housing Advisory Committee St. Lucie County Affordable Housing Advisory Committee Page 12 of 12 2008 Incentive Review and Recommendation Report December 9, 2008 AGENDA REQUEST ITEM NO: VI — K3 DATE: January 27, 2009 REGULAR [ ] PUBLIC HEARING [ ] CONSENT [X] TO: BOARD OF COUNTY COMMISSIONER! SUBMITTED BY: Community Services Department PRESENTED BY: Jessica Parrish, Housing Project Coordinator SUBJECT: Approval of Modification No. 3 to revise the program budget, scope of work and extend the contract for the St. Lucie County 2005 Community Development Block Grant Disaster Recovery Initiative (CDBG DRI). BACKGROUND: See attached Memorandum No. 09-109. FUNDS AVAIL: 001184-6420-334693-600 (2005 CDBG DRI) PREVIOUS ACTION: On October 14, 2008, the Board approved Modification No. 2 to revise the program budget and scope of work. On March 25, 2008, the Board approved Modification No. 1 to revise the program budget, scope of work and national objective. On February 27, 2007, the Board authorized the execution of a contract with the State of Florida Department of Community Affairs (DCA) to administer the CDBG DRI grant in the amount of $1,332,433. St. Lucie County has entered into interlocal and sub -recipient agreements with the Cities of Fort Pierce and Port St. Lucie to receive this funding; St. Lucie County received $492,334.00. RECOMMENDATION: Approval of Modification No. 3 to revise the program budget, scope of work and extend the contract for the St. Lucie County 2005 CDBG DRI Grant and authorize the Chair to sign necessary documents. COMMISSION ACTION: APPROVED [ j DENIED [ j OTHER Approved 5-0 County Attorney: x1) a f .4% Daniel S. McIntyre/Heat er Young Originating Department: Beth Ryder CONCURRENCE: Faye W. Outlaw, MPA County Administrator Coordination/Signatures Management & Budget x 444 Purchasing: �Gr1n• `e'''/sophia Holt —r-7 Ni 11 Other. Other: — COUNTY F L O R I D A' . COMMUNITY SERVICES MEMORANDUM #09-109 TO: Board of County Commissioners FROM: Jessica Parrish, Housing Project Coordinator SUBJECT: Approval of Modification No. 3 to revise the ram budget, scope of work and extend the contract for the St. Lucie County 2005 Community Development Block Grant Disaster Recovery Initiative (CDBG DRI). DATE: January 27, 2009 The City of Port St. Lucie has designated $387,738 to go towards the Darwin Boulevard improvement project. This project completed under budget at $208,229.35. It is necessary to budget the remaining funds in a different activity by submitting Modification No. 3 to transfer $179,508.65 from Street Improvements, Resurfacing to Down Payment Assistance in the Port St. Lucie Service Area. St. Lucie County currently has ongoing construction for the rehabilitation of seven homes throughout the County that will extend past the current April 17, 2009 expiration; therefore with Modification No. 3 we are seeking a 6 month time extension to October 17, 2009. Recommendation: Approval of Modification No. 3 to revise the program budget, scope of work and extend the contract for the St. Lucie County 2005 CDBG DRI Grant and authorize the Chair to sign necessary documents. . y January 27, 2009 Mr. Jim Austin Florida Department of Community Affairs 2555 Shumard Oak Boulevard Tallahassee, Florida 32399-2100 SUBJECT: CDBG Disaster Recovery Initiative Grant 07DB-3V- 10-66-0 1 -Z04 Amendment #3 — Revised Program Budget, Scope of Work, Revised Work Plans and Time Extension Dear Mr. Austin: Please find enclosed three (3) fully executed copies of Modification #3 which contains a Revised Program Budget, Scope of Work, Revised Work Plans and Time Extension. The County is requesting a budget amendment to transfer $179,508.65 from Street Resurfacing to Rehabilitation. Also attached as part of the amendment package are three copies of the following documents: 1. Modification #1; 2. Source and Use of Project Funds (07.02); 3. Revised Attachment A — Summary Page; 4. Revised Attachment A — Service Area #2; and 5. Revised Work Plans Please feel free to contact our Housing Division at (772) 462-1290 if you are in need of additional information. Sincerely, Paula A. Lewis Chairman Attachments C: CDBG DRI Project Files St. Lucie County Finance Department MODIFICATION NUMBER 3 TO GRANT AGREEMENT BETWEEN THE DEPARTMENT OF COMMUNITY AFFAIRS AND ST. LUCIE COUNTY This Modification is made and entered into by and between the State of Florida, Department of Community Affairs, (the Department"), and St. Lucie County, (the Recipient"), to modify DCA Contract Number 071)B-3V-10-66-01-Z04, award dated April 17, 2007, ("the Agreement"). WHEREAS, the Department and the Recipient entered into the Agreement, pursuant to which the Department provided a grant of $1,332,433.00 to Recipient under the Community Development Block Grant Disaster Recovery Initiative ("CDBG") Program as set forth in the Agreement; WHEREAS, the Department and the Recipient desire to modify the Agreement; NOW, THEREFORE, in consideration of the mutual promises of the parties contained herein, the parties agree as follows: o Reinstate Agreement 1. The Agreement is hereby reinstated as though it had not expired. o Extend Agreement 2. Paragraph 3, Period of Agreement is hereby revised to reflect an ending date of Revise Activity Work Plan 3. The Attachment B, Activity Work Plan section of the Agreement is hereby deleted and is replaced by the revised Attachment B, Activity Work Plan section, which is attached hereto and incorporated herein by reference. • Revise Program Budget and Scope of Work 4. The Attachment A, Program Budget and Scope of Work section of the Agreement is hereby deleted and is replaced by the revised Attachment A, the Program Budget and Scope of Work, which is attached hereto and incorporated herein by reference. .r Modification #3 DCA Contract Number: 07DB-3V-10-66-01-Z04 Recipient: St. Lucie County Page 2 o Change in Participating Parties 5. The Attachment G, Special Conditions section, is hereby modified to delete all references to " ," as the Participating Party, and replace them with " " as the Participating Party with the understanding that the Recipient and the new Participating Party will enter into a Participating Party Agreement containing provisions and caveats that meet or exceed the conditions agreed to in the Participating Party Agreement between the Recipient and the original Participating Party. o Inclusion of an Unmet Need as Addressed in the Original Application 6. The Attachment A, Program Budget and Scope of Work section of the Agreement is hereby deleted and is replaced by the revised Attachment A, the Program Budget and Scope of Work, which is attached hereto and incorporated herein by reference. 7. The Attachment B, Activity Work Plan section of the Agreement is hereby deleted and is replaced by the revised Attachment B, Activity Work Plan section, which is attached hereto and incorporated herein by reference. • Change in Number of Accomplishments and/or Beneficiaries 8. The Attachment A, Program Budget and Scope of Work section of the Agreement is hereby deleted and is replaced by the revised Attachment A, the Program Budget and Scope of Work, which is attached hereto and incorporated herein by reference. All provisions of the Agreement and any attachments thereto in conflict with this Modification shall be and are hereby changed to conform to this Modification, effective as of the date of the execution of this Modification by both parties. All provisions not in conflict with this Modification remain in full force and effect, and are to be performed at the level specified in the Agreement. Modification #3 DCA Contract Number: 07DB-3V-10-66-01-Z04 Recipient: St. Lucie County Page 3 IN WITNESS WHEREOF, the parties hereto have executed this document as of the dates set herein. Department of Community Affairs By: Name: Title: Date: Janice Browning_ Director Division of Housing and Community Development Recipient Name: St. Lucie County By: Name: Paula A. 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BACKGROUND: See attached Memorandum No. 09-107. FUNDS AVAIL: Funding will be available in Fiscal Year 2009 from Small Cities Community Development Block Grant. St. Lucie County made application for $750,000. PREVIOUS ACTION: N/A RECOMMENDATION: Staff recommends permission to advertise Request for Proposal for grant administration services for the Small Cities Community Development Block Grant. COMMISSION ACTION: CONCURRENCE: rA APPROVED [ ] DENIED [ ]OTHER Approved 5-0 Faye W. Outlaw, MPA County Administrator Coordination/Signatures County Attorney: x ,, 0C- + Management & Budget x Purchasing: Daniel S. McIntyre/Heat rer fb�ung —le(1nit i/sophia HoltDesiree Cimino Originating Department: )tom`-= Other Other: Beth Ryder COMMUNITY SERVICES MEMORANDUM #09-107 TO: Board of County Commissioners FROM: Jessica Parrish, Housing Project Coordinator SUBJECT: Permission to advertise Request for Proposal for grant administration services for the Small Cities Community Development Block Grant. DATE: January 27, 2009 St. Lucie County has made application to the Department of Community Affairs for the Small Cities Community Development Block Grant (CDBG) program in the amount of $750,000. This program is to provide housing rehabilitation assistance to low-income homeowners. Funding will be available after March 2009. Recommendation: Staff recommends permission to advertise Request for Proposal for grant administration services for the Small Cities Community Development Block Grant. Cot INI"Y F L O R I D A L ; AGENDA REQUEST TO: BOARD OF COUNTY COMMISSIONERS SUBMITTED BY (DEPT): UTILITIES DEPARTMENT ITEM NO. DATE: January 27, 2009 REGULAR: ( ) PUBLIC HEARING:( ) CONSENT: (X) PRESENTED BY: Laurie Case Utility Director SUBJECT: Staff requests approval of Amendment #1 to Work Authorization #22 for Camp Dresser & McKee to increase the lump sum amount from $49,700 to $61,700. FUNDS AVAILABLE: 471--V00-531000-300 (Professional Services) PREVIOUS ACTION: Board of County Commissioners approved continuing contract #C05-04-188 in April 2005 and Work Authorization #22 in Dec. 2007. RECOMMENDATION: Staff recommends Board approval of Amendment #1 to Work Authorization #22 for Camp Dresser & McKee to increase the lump sum amount from $49,700 to $61,700. COMMISSION ACTION: ® APPROVED O DENIED O OTHER: Approved 5-0 CONCURRENCE: Faye W. Outlaw, MPA County Administrator Review and Approvals X County Attorney: X Management and Budget: ! I O Purchasing: ('- X Originating Dept: O Other: 1V13 Other: O Finance: (Check for copy only, if applicable): Anyone with a disability requiring accommodations to attend this meeting should contact the St. Lucie County Community Services Manager at 772-462-1777 or TTD 772-462-1428, at least 48 hours (48) prior to the meeting. r UTILITY DEPARTMENT • MEMORANDUM TO: Board of County Commissioners FROM: Laurie Case, Utility Director' DATE: January 27, 2009 RE: Water, Wastewater and Reclaimed Water Rate and Connection Fee Study BACKGROUND: This amendment increases the contract lump sum amount from $49,700 to $61,700. The purpose of this amendment is to cover additional study services associated with the preparation of additional analyses and versions of draft reports, plus attendance at additional meetings. RECOMMENDATION: Staff recommends Board approval of Amendment #1 to Work Authorization #22 for Camp Dresser & McKee to increase the lump sum amount from $49,700 to $61,700. AMENDMENT NO: 1 TO AGREEMENT BETWEEN OWNER AND ENGINEER This Amendment No: 1 is made and entered into this day of , 200? to the Agreement between Camp Dresser & McKee Inc. ("ENGINEER") and St. Lucie County Utilities ("OWNER") dated December 4, 2007, ("the Agreement"). WHEREAS, ENGINEER and OWNER entered into the Agreement for the Water, Wastewater and Reclaimed Water Rate and Connection Fee Study, and WHEREAS, the parties desire to amend the Agreement so as to amend the scope of work, time periods of performance and payment, and/or responsibilities of OWNER; and WHEREAS, the Agreement provides that any amendments shall be valid only when expressed in writing and signed by the parties. NOW THEREFORE, in consideration of the mutual understandings and Agreements contained herein, the parties agree to amend the Agreement as follows: 1. The Basic Services of ENGINEER as described in the Agreement are amended and supplemented as follows: Additional study services associated with the preparation of additional versions of the draft analyses and report, plus attendance at additional meetings. 2. The responsibilities of OWNER as described in the Agreement are amended and supplemented as follows: No changes. 3. The time periods for the performance of ENGINEER's services as set forth in the Agreement are amended and supplemented as follows: Work to be completed as scheduled by OWNER. 4. The payment for services rendered by ENGINEER shall be as set forth below: Amendment No. I will increase the upper limit from $49,700 to $61,700, a difference of $12,000. Monthly invoices will be submitted as work progresses. 5. Except as herein modified, all terms and conditions of the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this amendment on the date indicated above for the purpose herein expressed. ENGI ER OWNER DATE: �2123108 DATE: 7/2006 1 WORK AUTHORIZATION NO. 22 CONTRACT C05-04-188 FOR CONTINUING PROFESSIONAL ENGINEERING SERVICES WATER, WASTEWATER AND RECLAIMED WATER RATE AND CONNECTION FEE STUDY THIS WORK AUTHORIZATION is made as of the day of X , 2007, by and between the ST. LUCIE COUNTY, a political subdivision of the State of Florida, hereinafter referred to as the "County" and CAMP, DRESSER & MCKEE, INC., hereinafter referred to as the "Engineer". WITNESSETH: WHEREAS, on April 12, 2005, the COUNTY entered into an Engineering Agreement (Contract No. C05-04-188) hereinafter referred to as "Contract' with the ENGINEER to provide continuing professional engineering services; and, WHEREAS, pursuant to the Contract, the ENGINEER is to provide the professional services as outlined in this individual work authorization; and, NOW, THEREFORE, in consideration of their mutual promises made herein, and for other good and valuable consideration, receipt of which is hereby acknowledged by each party, the parties who are legally bound, hereby agree as follows: 1. PROJECT: The COUNTY has determined that it would like to complete a project described below: WATER, WASTEWATER AND RECLAIMED WATER RATE AND CONNECTION FEE STUDY (hereinafter referred to as "the Project'.) Paae 1 of 3 2. SERVICES: The COUNTY has determined that it would like to utilize the services of the ENGINEER in the completion of the Project, to provide professional engineering services for the Project under the pricing, terms and conditions of the continuing contract (C05-04-188). The services to be provided by ENGINEER on the Project shall be for those as outlined in the Scope of Services and Schedule attached hereto as Exhibit "A" and according to the Project Budget attached hereto as Exhibit "B" which are attached hereto and made a part of this work authorization and incorporated herein. 3. CONSTRUCTION COSTS: The construction costs of the Professional Services are estimated b any other costs or fees as otherwise Negotiation Act", (CCNA). 4. COMPENSATION: y Project for which ENGINEER will render the the COUNTY not to exceed $1,000,000 or described under the "Consultants Competitive The cost to perform all services as described in the attached Scope Of Services shall not exceed a total amount of Forty -Nine Thousand Seven Hundred and 00/100 ($49,700.00) Dollars, as further detailed in Exhibit "B". 5. CONTRACT DOCUMENT: Except as amended hereby, all of the original terms and conditions in the Continuing Contract shall remain in full force and effect. 6. TIME OF COMPLETION: a. It is hereby understood and mutually agreed by and between parties hereto that the time of completion is an essential condition of this Contract, time being of the essence. b. Engineer shall commence work upon receipt of a completely executed copy of this Work Authorization, and shall complete all work as indicated in the Schedule attached hereto and made a part hereof as Exhibit "A". C. The period herein above specified for project completion may be extended by such time as shall be approved by the County Administrator or her designee, or the Contract may be cancelled by the County Administrator with the County invoking all rights and remedies thereof. d. Where any deductions from or forfeitures of payment in connection with the work of this Contract are duly and properly imposed against the ENGINEER, in accordance with the terms of the Contract, State Laws, governing ordinances or regulations, the total amount thereof may be withheld from any monies due or to become due the ENGINEER under the Contract; and when deducted, shall be deemed and taken as payment in such amount. IN WITNESS WHEREOF, the parties hereto have executed this Addendum in multiple copies, each of which shall be considered an original on the following dates. ATTEST: BOARD OF COUNTY COMMISSIONERS ST. LUCIE COUNTY, FLORIDA BY: CLERK VICE,- CHAIRM A?' PPROV AS TO LEGAL FORM AND CORRECT E L C UNTY ATT R 'EY WITNESSES: &rim - Z - - - mm CAMP, DRESSER & McKEE, INC. BY: Print Name: Er .P4 Title: 'Pr i �.ti ATTACHMENT A ST. LUCIE COUNTY, FLORIDA WATER, WASTEWATER AND RECLAIMED WATER RATE AND CONNECTION FEE STUDY SCOPE OF SERVICES BACKGROUND St. Lucie County (County) owns and operates the North Hutchinson Island Water and Wastewater Utility System (North Hutchinson Island System) and the North County Water and Wastewater Utility System (North County System). Both of these systems provide potable water, wastewater and reclaimed water service to retail customers in their respective service areas. Because it has been several years since a rate study has been performed, and because inflationary pressures in the recent past have significantly affected operating and capital costs, the County has requested the services of Camp Dresser & McKee (CDM) to prepare a potable water, wastewater and reclaimed water rate and connection fee study. The study will provide appropriate recommendations to adjust rates for full recovery of the cost of operations, and to update connection fees to recover the capital investment required to meet demands imposed by growth. The following is the scope of services to complete this effort. Task 1 - Data Collection and Review Within one week of receipt of written notice to proceed, CDM will provide the County with a letter setting forth the data requirements to perform the study. Upon receipt of requested data, CDM will review the information and advise the County as to any remaining data needs. Task 2 - Description of Systems CDM will describe the North Hutchinson Island System and the North County System. The descriptions will include the following information: ■ Service areas for each service provided in the two systems. ■ Existing facilities providing service and any planned facilities. ■ Existing customer base in terms of numbers of customers by class, usage by class by volume rate block, etc. ■ Existing relevant documents, such as inter -local agreements and developer agreements. ■ Existing rates and charges. A-1 jb1512.doc ■ Financial structure of each system, including enterprise funds, outstanding debt and relevant covenants. Task 3 - Projection of Customer Base and Future Demands Based on growth projections furnished or sanctioned by the County, CDM will project the customer base for each service provided, by existing customer class. CDM will also project potable water demands, billable wastewater flows and reclaimed water demands by customer class. CDM will develop these projections for the next four fiscal years. Task 4 - Development and Projection of Revenue Requirements Based on the current fiscal year operating budget, and the existing capital improvement budget, for the North Hutchinson Island System and the North County System, CDM will classify and project revenue requirements for each service by system. The following revenue individual components of revenue requirements will be considered: ■ Direct operating expenses ■ Indirect operating expense allocations ■ Debt service for outstanding indebtedness ■ Renewal and replacement requirements ■ Capital expenditures Task 5 - Projection of Operating Revenues at Existing Rates From the projections of growth in customer base and demands from Task 3, CDM will project operating revenues at existing rates. Projections will be made separately for each service by system. One of the goals of the study may be to converge the disparate rates of the North Hutchinson Island System and the North County System. For this purpose, CDM will confer with County staff to select a single rate structure for the water system, the wastewater system and the reclaimed water system to be applied to both the North Hutchinson Island System and the North County System. CDM will project the revenues from this converged rate structure. Task 6 - Operating Pro Forma Projections Based on the results of the preceding tasks, CDM will project for each system, separately and combined for each service, the annual operating revenues, operating expenses, net operating revenues, debt service coverage, other revenue requirements from operations, and annual surpluses/ (deficits). CDM will project annual across-the-board rate increases necessary to eliminate all deficits. In conjunction with the capital improvement program for each system, separately and combined for each service, and considering any available fund balances, CDM will estimate the amount and timing of any additional debt necessary to finance these capital improvements. CDM will include the additional debt service as a revenue requirement in estimating overall annual across-the-board rate increases. A-2 ib1512.doc Task 7 - Review and Update Existing Connection Fees With the significant growth expected to continue in the County, connection fees are a very important part of funding the investments required in capital facilities to meet demands imposed by growth. CDM will analyze expansion capacity available in existing facilities, coupled with the anticipated capacity expansion projects included in the County's capital improvement program. From the above analyses, CDM will develop appropriate connection fees for potable water service and wastewater service. In conjunction with projections of growth in the customer base over the next five years, CDM will project receipts from connection fees available to fund the capacity expansion projects. Task 8 - Prepare Draft Report Upon completion of the preceding tasks, CDM will prepare a draft report setting forth all analyses, findings and recommendations. CDM will provide the County with 10 copies of the draft report. Task 9 - Prepare Final Report Upon receipt of comments concerning the draft report, CDM will prepare the final project report setting forth all analyses, findings and recommendations. CDM will provide the County with 20 copies of the final report. Task 10 - Attend Meetings and Presentation During the course of the project, CDM will attend meetings with County staff to discuss progress and review the draft report. A total of four meetings are included in the budget allowance for this study. At the direction of the Board of County Commissioners, CDM will also make a formal presentation of the findings and recommendations to the Board of County Commissioners. SCHEDULE CDM will prepare the data request letter within one week of receipt of the Notice to Proceed. CDM will deliver 10 copies of the draft report to the County for review and comment approximately seven weeks after receipt of the requested data. CDM will deliver 20 copies of the final report within four weeks of receipt of comments from the County. OTHER SERVICES NOT INCLUDED IN THIS SCOPE OF SERVICES This authorization does not include: ■ Review of the Ft. Pierce Utilities Authority bulk rate for water or wastewater ■ Evaluation of alternative rate structures in addition to the one selected in the second paragraph of Task 5, nor for rate increases other than across-the-board as provided for in the second paragraph of Task 6 A -1 h1 5tt.doc ■ Preparation of the resulting rate ordinance ■ Statutory notification to rate payers Manipulation of data received from the BANNER system (assume that format received will be useable by CDM) A-4 jb1512.doc ATTACHMENT B ST. LUCIE COUNTY, FLORIDA WATER, WASTEWATER AND RECLAIMED WATER RATE AND CONNECTION FEE STUDY PROJECT BUDGET PROJECT DESCRIPTION: Water, Wastewater and Reclaimed Water Rate and Connection Fee Study Labor Category Hours Rate Total Officer 8 $180 $ 1,440 Principal/Associate 156 $155 $24,180 Professional II 108 $110 $11,880 Professional 0 $ 90 $ - Staff Support Services 16 $ 75 $ 1,200 Project Administration 140 65 9100 428 TOTAL LABOR $47,800 OTHER DIRECT COSTS $1,900 OUTSIDE PROFESSIONALS $0 TOTAL ESTIMATED COST $49,700 TOTAL LUMP SUM AMOUNT, USE 9 700 R-1 Ih1 S19 Mr. AGENDA REQUEST TO: BOARD OF COUNTY COMMISSIONERS SUBMITTED BY(DEPT): County Attorney ITEM NO. V I ( I DATE: January 27, 2009 REGULAR [XX] PUBLIC HEARING [] CONSENT[] PRESENTED BY: Robert O. Freeman Bond Counsel SUBJECT: Resolution No. 09-035 - Authorizing Lease -Purchase of Computer Equipment and Software BACKGROUND: See attached memorandum FUNDS AVAILABLE: PREVIOUS ACTION: RECOMMENDATION: Staff recommends that the Board adopt Resolution No. 09-035 and authorize the Chairman to sign the Resolution. COMMISSION ACTION: pQ APPROVED [ ] DENIED (] OTHER: Approved 5-0 CONCURRENCE: Faye W. Outlaw, MPA County Administrator �/ Review and Approvals Count Attorney: y Management &Budget Solid Waste Dir.: Originating Dept. Public Works Dir: County Eng.:_ Finance: (Check for copy only, if applicable) Eff. 5/96 Bryant • Miller • Olive P.A. Attorneys at Law MEMORANDUM TO: Chair and Members of the Board of County Commissioners of St. Lucie County, Florida FROM: Bob Reid Robert Freeman Camille M. Evans DATE: January 20, 2009 RE: Resolution Authorizing Lease -Purchase of Computer Equipment and Software The attached resolution provides for the lease -purchase. financing of computer equipment and software (the "Equipment") for use by the County, and approves the form of the Master Equipment Lease/Purchase Agreement between the County, as Lessee, and Banc of America Public Capital Corp, as Lessor (the "Lease Agreement"), and the Acquisition Fund Agreement among the County, as Lessee, Banc of America Public Capital Corp, as Lessor, and Bank of America, N.A., as Acquisition Fund Institution, in substantially the forms attached to the resolution, with such changes or corrections as officials signing the documents may approve. Payments on the Lease Agreement will be made from legally available non -ad valorem revenues of the County budgeted and appropriated in each year the Lease Agreement is outstanding. The resolution also provides for officials of the County to take steps and execute documents and certifications necessary to consummate the lease -purchase of the Equipment. cc: Daniel S. McIntyre, County Attorney Faye W. Outlaw, County Administrator Marie M. Gouin, Management and Budget Director Joseph E. Smith, County Clerk Jay Glover, Public Financial Management (25048/006/00294106.DOCv1 E RESOLUTION NO.09-035 A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF ST. LUCIE COUNTY, FLORIDA, AUTHORIZING THE LEASE PURCHASE OF CERTAIN COMPUTER EQUIPMENT AND SOFTWARE FOR USE BY THE COUNTY; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF THE MASTER EQUIPMENT LEASE/PURCHASE AGREEMENT AND THE ACQUISITION FUND AGREEMENT; AUTHORIZING FURTHER OFFICIAL ACTION IN CONNECTION THEREWITH; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the Board of County Commissioners (the "Board") of St. Lucie County, Flc__� (the "Lessee" or "County"), desires to obtain certain computer equipment and software in an amount not to exceed $1,070,000 (the "Equipment") for use by the County, as described in the Master Equipment Lease/Purchase Agreement by and between the County and Banc of America Public Capital Corp (the "Lessor") (the "Lease Agreement"), the form of which is attached hereto as Exhibit A; and WHEREAS, the Equipment is essential for the Lessee to perform its governmental functions; and WHEREAS, the funds made available under the Lease Agreement will be deposited with Bank of America N.A. (the "Acquisition Fund Custodian") pursuant to an Acquisition Fund Agreement among the County, the Lessor and the Acquisition Fund Custodian (the "Acquisition Fund Agreement"), the form of which is attached hereto as Exhibit B, and will be applied to the acquisition of the Equipment in accordance with the terms and provisions of the Acquisition Fund Agreement; and WHEREAS, payment for amounts due under the Lease Agreement will be secured by legally available non -ad valorem revenues of the County budgeted and appropriated on an annual basis; and WHEREAS, the County has taken the necessary steps, including those relating to any applicable legal bidding requirements, to arrange for the acquisition of the Equipment; and WHEREAS, it is necessary and desirable for the County to enter into the Lease Agreement with the Lessor and the Acquisition Fund Agreement with the Lessor and the Acquisition Fund Custodian; now therefore: BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF ST. LUCIE COUNTY, FLORIDA: SECTION 1. AUTHORITY FOR THIS RESOLUTION. This resolution is adopted pursuant to the provisions of Chapter 125, Part I, Florida Statutes, Ordinance No. 87-77 of the Board of County Commissioners (the "Board") of St. Lucie County, Florida (the "County"), as amended, and other applicable provisions of law. SECTION 2. DEFINITIONS. The following terms shall have the following meanings when used in this resolution unless the context clearly requires otherwise. Words importing singular numbers shall include the plural number in each case and vice versa, and words importing persons shall include firms and corporations. "Acquisition Fund Agreement" means the Acquisition Fund Agreement among the County, the Lessor and the Acquisition Fund Custodian, a copy of which is attached hereto as Exhibit B. "Acquisition Fund Custodian" means Bank of America, N.A. "Act" means Chapter 125, Part I, Florida Statutes, Ordinance No. 87-77 of the Board of the County, as amended, and other applicable provisions of law. "Board" means the Board of County Commissioners, as the governing body of the County. "Bond Counsel" means Bryant Miller Olive, P.A., Orlando, Florida. "Chair" means the Chair of the Board, or in the Chair's absence, the Vice Chairman. "Clerk" means the Clerk of the Circuit Court of the County or, in the Clerk's absence, any Deputy Clerk. "Code" means the Internal Revenue Code of 1986, as amended. "County" means St. Lucie County, Florida, a political subdivision of the State of Florida. "County Administrator" means the County Administrator of the County, as the chief administrative officer or the County Administrator's designee. "Director" means the Director of the Office of Management and Budget of the County. "Financial Advisor" means Public Financial Management, Inc., Orlando, Florida. "Lease Agreement" means the Lease Agreement between the County and the Lessor, a copy of which is attached hereto as Exhibit A. "Lessee" means the County. 2 "Lessor" means Banc of America Public Capital Corp. "Proposal" means the Proposal dated January 9, 2009 submitted by Banc of America Public Capital Corp for the lease purchase of the Equipment financing, a copy of which is attached hereto as Exhibit C. SECTION 3. FINDINGS. It is hereby found, declared, and determined by the Board. 1. The WHEREAS clauses recited above are hereby incorporated herein as a part of this resolution. 2. The Board deems it necessary and desirable and in the best interests of the health, safety and welfare of the residents of the County to lease purchase the Equipment. 3. The County is authorized pursuant to the provisions of the Act to lease purchase the Equipment. 4. The County is without adequate, currently available cash to pay the full price of the Equipment and it is necessary and desirable and in the best interests of the County and its residents that the County accepts the Lessor's Proposal to lease purchase the Equipment. 5. The County has solicited proposals from lending institutions for financing the lease purchase of the Equipment, the results of which have been tabulated by the Financial Advisor. Pursuant to the Financial Advisor's advice, the Director determined that the Lessor's Proposal (a copy of which is attached hereto as Exhibit C) contained terms most favorable to the County. SECTION 4. APPROVAL OF PROPOSAL. The County hereby accepts the Lessor's Proposal. The County Attorney and Bond Counsel are hereby authorized and directed to proceed to prepare the necessary documents to consummate the transaction contemplated hereby and thereby. SECTION 5. APPROVAL OF FINANCING. The lease purchase of the Equipment pursuant to the Lease Agreement and the Acquisition Fund Agreement (collectively, the "Financing Documents") in substantially the forms attached hereto as Exhibit A and Exhibit B, respectively, and made a part of this resolution, is hereby approved. SECTION 6. AUTHORIZATION AND APPROVAL OF LEASE AGREEMENT AND ACQUISITION FUND AGREEMENT. To provide for the lease purchase financing of the Equipment and the proper terms thereof the execution and delivery of (a) the Lease Agreement between the County and the Lessor and (b) the Acquisition Fund Agreement among the County, the Lessor and the Acquisition Fund Custodian is hereby authorized. The form of the Lease Agreement attached hereto as Exhibit A is hereby approved, subject to such changes, insertions and omissions and such filling of blanks therein as may be made in such form of Lease Agreement 3 and approved by the Lessor and either of the officers of the County executing the same, such execution and delivery to be conclusive evidence of such approval. The Chair or Vice Chairman of the County and the Clerk of the County or their duly authorized alternate officers are hereby authorized and empowered to execute and deliver the Lease Agreement in substantially the form attached hereto, subject to such changes, insertions and omissions and filling of blanks therein as authorized hereby. The form of the Acquisition Fund Agreement attached hereto as Exhibit B is hereby approved, subject to such changes, insertions and omissions and such filling of blanks therein as may be made in such form of Acquisition Fund Agreement and approved by the Lessor, the Acquisition Fund Custodian and either of the officers of the County executing the same, such execution and delivery to be conclusive evidence of such approval. The Chair or Vice Chairman of the County and the Clerk of the County or their duly authorized alternate officers are hereby authorized and empowered to execute and deliver the Acquisition Fund Agreement in substantially the form attached hereto, subject to such changes, insertions and omissions and filling of blanks therein as authorized SECTION 7. TAX COMPLIANCE. The County covenants throughout the term of the Lease Agreement, to comply with the requirements of the Code. The County will take all actions necessary to maintain the exclusion from gross income for purposes of the Code of the interest component of the payments under the Lease Agreement to the same extent as on the date of the Lease Agreement. SECTION S. AUTHORIZATION OF OTHER ACTION. The Chair, the Clerk, the County Administrator, and the Director are each hereby designated agents of the County in connection with the execution and delivery of the Lease Agreement and the Acquisition Fund Agreement and the lease purchase of the Equipment and are hereby authorized and empowered, collectively or individually, to take all action and steps to execute and deliver any and all instruments, documents or contracts on behalf of the County which are necessary or desirable in connection with the execution and delivery of the Lease Agreement and the Acquisition Fund Agreement and the lease purchase of the Equipment, including, but not limited to, the making of modifications to the Financing Documents to conform the provisions thereof to the provisions hereof and of the Proposal. SECTION 9. REPEAL OF INCONSISTENT PROVISIONS. All resolutions or parts thereof in conflict with this resolution are hereby repealed to the extent of such conflict. SECTION 10. SEVERABILITY. If any one or more of the covenants, agreements, or provisions of this resolution should be held contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements, or provisions shall be null and void and shall be deemed separate from the remaining covenants, agreements or provisions, and in no way affect the validity of all other provisions of this resolution or of the Financing Documents delivered hereunder. 4 SECTION 11. AMENDMENT. This resolution may not be amended or repealed except with the prior written consent of Lessor. a SECTION 12. EFFECTIVE DATE. This resolution shall take effect immediately upon its adoption. Passed and adopted this 27th day of January, 2009 at a regular meeting duly called and held. ST. LUCIE COUNTY, FLORIDA (SEAL) Paula A. Lewis, Chair Board of County Commissioners ATTEST: M Clerk of the Circuit Court, ex-officio Clerk of the Board APPROVED AS TO FORM AND CORRECTNESS: County Attorney (25048/006/00293799.DOCv2) 6 EXHIBIT A FORM OF MASTER EQUIPMENT LEASE/PURCHASE AGREEMENT A-1 F&L Draft of 1/16/2009 Master Equipment Lease/Purchase Agreement by and between BANC OF AMERICA PUBLIC CAPITAL CORP ("Lessor") and ST. LUCIE COUNTY, FLORIDA ("Lessee") Dated as of: January _, 2009 JACK_1477474.1 EXHIBIT TABLE OF CONTENTS Page ARTICLEI........................................................................................................................................... I Section1.01. Definitions........................................................................................................ l ARTICLEII.........................................................................................................................................4 Section 2.01. Representations and Covenants of Lessee.......................................................4 Section 2.02. Representations and Covenants of Lessor . ...................................................... 7 ARTICLEIII........................................................................................................................................7 Section 3.01. Lease of Equipment..........................................................................................7 Section 3.02. Continuation of the Lease Term.......................................................................7 Section 3.03. Nonappropriation.............................................................................................7 Section3.04. Substitution.......................................................................................................8 Section 3.05. Conditions to Lessor's Performance Under Any Lease...................................8 ARTICLEIV........................................................................................................................................9 Section4.01. Rental Payments...............................................................................................9 Section 4.02. Interest and Principal Components..................................................................9 Section 4.03. Rental Payments to Constitute a Current Expense of Lessee .........................10 Section 4.04. Rental Payments to be Unconditional............................................................ 10 Section 4.05. Tax Covenants................................................................................................10 Section 4.06. Event of Taxability......................................................................................... I I Section 4.07. Mandatory Prepayment.................................................................................. I I ARTICLEV....................................................................................................................................... I I Section 5.01. Delivery, Installation and Acceptance of Equipment.....................................11 Section 5.02. Enjoyment of Equipment................................................................................ I I Section 5.03. Location and Inspection of the Equipment..................................................... 12 Section 5.04. Use and Maintenance of the Equipment.........................................................12 ARTICLEVI......................................................................................................................................13 Section 6.01. Title to the Equipment....................................................................................13 Section 6.02. Personal Property..........................................................................................13 ARTICLEVII....................................................................................................................................13 Section 7.01. Liens, Taxes, Other Governmental Charges and Utility Charges.................13 Section7.02. Insurance........................................................................................................14 Section7.03. Risk of Loss.....................................................................................................14 Section7.04. Advances.........................................................................................................14 JACK_1477474.1 _ii_ Ir ARTICLEVIII.................................................. ........... ...................................................................... 15 Section 8.01. Damage, Destruction and Condemnation......................................................15 Section 8.02. Insufficiency of Net Proceeds.........................................................................15 ARTICLEIX......................................................................................................................................16 Section 9.01. Disclaimer of Warranties...............................................................................16 Section 9.02. Vendor's Warranties......................................................................................16 ARTICLEX.......................................................................................................................................16 Section10.01. Purchase Option.............................................................................................16 ARTICLEXI......................................................................................................................................17 Section 11.01. Assignment by Lessor.....................................................................................17 Section 11.02. Assignment and Subleasing by Lessee...........................................................17 ARTICLEXII....................................................................................................................................17 Section 12. 01. Events of Default Defined..............................................................................17 Section 12.02. Remedies on Default.......................................................................................18 Section 12.03, No Remedy Exclusive.....................................................................................19 Section 12.04. Application of Moneys....................................................................................19 ARTICLEXIII...................................................................................................................................20 Section 13.01. No Fees Paid by Lessor..................................................................................20 Section13.02. Notices............................................................................................................20 Section13.03. Binding Effect.................................................................................................20 Section13.04. Severability.....................................................................................................20 Section 13.05. Amendments, Changes and Modifications.....................................................20 Section 13.06. Execution in Counterparts.............................................................................20 Section13.07, Applicable Law...............................................................................................20 Section13.08. Captions.........................................................................................................20 EXHIBITS Exhibit A -- Form of Schedule of Property and Rental Payment Schedule Exhibit B -- Form of Acceptance Certificate Exhibit C -- Form of Clerk Certificate Exhibit D -- Form of Opinion of Counsel to Lessee Exhibit E -- Form of Notice and Acknowledgement of Assignment JAC K_1477474.1 -i i i- Master Equipment Lease/Purchase Agreement This Master Equipment Lease/Purchase Agreement (this "Agreement") dated as of January _, 2009, and entered into between BANC OF AMERICA PUBLIC CAPITAL CORP, a Kansas Corporation ("Lessor"), and the ST. LUCIE COUNTY, a political subdivision existing under the laws of the State of Florida ("Lessee"). WITNESSETH: WHEREAS, Lessee desires to lease and acquire from Lessor certain equipment described in each Schedule (as each such term is defined herein), subject to the terms and conditions of and for the purposes set forth in each Lease; and in the event of a conflict with the terms of this Agreement the terms of a Schedule prevail; and WHEREAS, the relationship between the parties shall be a continuing one and items of equipment may be added to the Equipment from time to time by execution of additional Schedules by the parties hereto and as otherwise provided herein; and WHEREAS, Lessee is authorized under the constitution and laws of the State to enter into this Agreement and the Schedules hereto for the purposes set forth herein; NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, and in consideration of the premises hereinafter contained, the parties hereby agree as follows: ARTICLE I. Section 1.01, Definitions. The following terms will have the meanings indicated below unless the context clearly requires otherwise: "Acquisition Amount" means the amount specified in each Lease and represented by Lessee to be sufficient to acquire the Equipment listed in such Lease. "Acquisition Fund " means, with respect to any Lease, the fund established and held by the Acquisition Fund Custodian pursuant to the related Acquisition Fund Agreement, if any. "Acquisition Fund Agreement" means, with respect to any Lease, an Acquisition Fund Agreement in form and substance acceptable to and executed by Lessee, Lessor and the Acquisition Fund Custodian, pursuant to which an Acquisition Fund is established and administered. "Acquisition Fund Custodian" means the acquisition fund custodian or depository bank of Lessee identified in any Acquisition Fund Agreement, and its successors and assigns. "Acquisition Period" means, with respect to each Lease, that period stated in the Schedule to such Lease, during which the Lease Proceeds attributable to such Lease may be expended on Equipment Costs. JACK_1477474.1 "Act" means, collectively, Chapter 125, Florida Statutes, the Constitution of the State, and other applicable provisions of law. "Agreement" means this Master Equipment Lease/Purchase Agreement, including the exhibits hereto, together with any amendments and modifications to the Agreement pursuant to Section 13.05. "Code" means the Internal Revenue Code of 1986, as amended. Each reference to a Section of the Code herein shall be deemed to include the United States Treasury Regulations proposed or in effect thereunder. "Commencement Date" means, for each Lease, the date when Lessee's obligation to pay Rental Payments commences under such Lease, which date shall be the earlier of (i) the date on which the Equipment listed in such Lease is accepted by Lessee in the manner described in Section 5.01, or (ii) the date on which sufficient moneys to purchase the Equipment listed in such Lease are deposited for that purpose with an Acquisition Fund Custodian. "Contract Rate" means the rate identified as such in the applicable Schedule. "Equipment" means the property listed in each of the Leases and all replacements, repairs, restorations, modifications and improvements thereof or thereto made pursuant to Section 8.01 or Article V. Whenever reference is made in this Agreement to Equipment listed in a Lease, such reference shall be deemed to include all such replacements, repairs, restorations, modifications and improvements of or to such Equipment. "Equipment Costs" means, to the extent permitted by the Act, the total cost of the Equipment listed in each Lease, including soft costs such as freight, installation and taxes paid up front by Lessor and all capitalizable consulting and training fees approved by Lessor, legal fees, financing costs, motor vehicle registration fees, recording and filing fees, and other costs necessary to vest full, clear legal title to the Equipment in Lessee and to place the same in operation, and otherwise incurred in connection with the financing provided by the lease -purchase of the Equipment as provided in each Lease; provided that (i) any such soft costs on a cumulative basis shall not exceed a percentage of the Maximum Equipment Cost approved by Lessor, and (ii) in no event shall capitalizable delivery charges, installation charges, taxes and similar capitalizable "soft costs" relating to such Equipment exceed 20% of the total cost of such Equipment as determined by Lessor. "Expense Fund" means, with respect to any Lease, the fund established and held by the Acquisition Fund Custodian pursuant to the related Acquisition Fund Agreement. "Event of Default" means an Event of Default described in Section 12.01. "Lease" means a Schedule and the terms of this Agreement which are incorporated by reference into such Schedule. Each Schedule with the incorporated terms of this Agreement shall constitute a separate and independent Lease. -2- JACK_1477474.1 "Lease Proceeds" means, with respect to each Lease, the total amount of money to be paid by Lessor to the Acquisition Fund Custodian for deposit and application in accordance with such Lease and the Acquisition Fund Agreement, or if there is no Acquisition Fund Agreement, the amounts paid to Lessee to finance Equipment Costs. "Lease Term" for each Lease means the Original Term and all Renewal Terms therein provided and for this Agreement means the period from the date hereof until this Agreement is terminated. "Lessee" means the entity referred to as Lessee in the first paragraph of this Agreement. "Lessor" means (a) the entity referred to as Lessor in the first paragraph of this Agreement or (b) any assignee or transferee of any right, title or interest of Lessor in and to the Equipment under a Lease or any Lease (including Rental Payments thereunder) pursuant to Section 11.01, but does not include any entity solely by reason of that entity retaining or assuming any obligation of Lessor to perform under a Lease. "Material Adverse Change" means (a) prior to the Utilization Period Expiration, a downgrade in Lessee's external debt rating for general obligation indebtedness of the Lessee of two or more subgrades by either Moody's Investors Service, Inc. or Standard & Poor's Ratings Group or any equivalent successor credit rating agency, or any downgrade by either such agency that would cause Lessee's credit rating to be below investment grade, and (b) thereafter, any change in Lessee's creditworthiness that could have a material adverse effect on (i) the financial condition or operations of Lessee, or (ii) Lessee's ability to perform its obligations under this Agreement or any Lease. "Maximum Equipment Cost" means the cumulative amount specified in the latest Schedule executed under this Agreement. "Original Term" means the period from the Commencement Date for each Lease until the end of the fiscal year of Lessee in effect at such Commencement Date. "Purchase Price" means, with respect to the Equipment listed on a Lease, the amount that Lessee may pay to Lessor to purchase such Equipment as provided in such Lease. "Renewal Terms" means the renewal terms of each Lease, each having a duration of one year and a term coextensive with Lessee's fiscal year, as specified in the Schedule applicable thereto. "Rental Payments" means the basic rental payments payable by Lessee under each Lease pursuant to Section 4.01, in each case consisting of a principal component and an interest component. "Schedule" means each separately numbered Schedule of Property substantially in the form of Exhibit A hereto together with a Rental Payment Schedule attached thereto substantially in the form of Exhibit A-1 hereto. "State" means the State of Florida. -3- JACK_1477474.1 "Utilization Period Expiration " means the date with respect to each Lease not funded under an Acquisition Fund Agreement, by which Lessee must deliver an Acceptance Certificate for the Equipment under such Lease as indicated in Section 5.01(a). "Vendor" means the manufacturer or supplier of the Equipment or any other person as well as the agents or dealers of the manufacturer or supplier from whom Lessor arranged the acquisition and financing of the Equipment pursuant to the applicable Lease. ARTICLE I1. Section 2.01. Representations and Covenants of Lessee. This Section 2.01 sets forth facts and estimates upon which Lessor and its counsel may rely regarding the exclusion of the interest portion of the Rental Payments from the gross income of Lessor, and the facts and estimates upon which Lessee bases its reasonable expectation that the obligation to make Rental Payments pursuant to the Leases does not create an arbitrage bond under Section 148 of the Internal Revenue Code of 1986, as amended, and applicable Treasury Regulations. Lessee represents, covenants and warrants for the benefit of Lessor on the date hereof and as of the Commencement Date of each Lease as follows: (a) Lessee is a state or a political subdivision thereof within the meaning of Section 103(c) of the Code, duly organized and existing under the constitution and laws of the State, including the Act, with full power and authority to enter into this Agreement and each Lease and the transactions contemplated hereby, and to perform all of its obligations hereunder and under each Lease. (b) Lessee has duly authorized the execution and delivery of this Agreement and each Lease by proper action of its governing body at a meeting duly called, regularly convened and attended throughout by the requisite quorum of the members thereof, or by other appropriate official approval, and all requirements have been met and procedures have occurred in order to ensure the validity and enforceability of this Agreement and each Lease. (c) No event or condition that constitutes, or with the giving of notice or the lapse of time or both would constitute, an Event of Default exists at the date hereof. Lessee is not in default under any indenture, mortgage, deed of trust, bank loan, credit agreement or other instrument to which Lessee is a party. (d) The entering into and performance of each Lease by Lessee will not violate any judgment, order, or regulation applicable to Lessee, and except as otherwise expressly provided in this Agreement, result in the creation of any lien, charge, security interest, or other encumbrance upon any assets of Lessee pursuant to any indenture, mortgage, deed of trust, bank loans, credit agreement or other instrument to which Lessee is a party or by which it or its assets may be bound. (e) There are no actions, suits or proceedings pending or, to the knowledge of Lessee, threatened against or affecting Lessee in any court or before any governmental commission, board or authority, which, if adversely determined, will have a material adverse effect on the ability on Lessee to perform its obligations under this Agreement or any Lease. -4- JACK_1477474.1 (f) Lessee has complied and will comply with Section 218.38, Florida Statutes, with respect to each Lease. (g) The interest rate for the interest portion of the Rental Payments, on the first date interest begins to accrue, does not exceed a rate of interest permitted by Section 215.84, Florida Statutes. (h) Lessee will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as a political subdivision within the meaning of Section 103(c) of the Code. (i) Lessee has complied and will comply with such open meeting laws and public bidding requirements as may be applicable to this Agreement and each Lease and the acquisition by Lessee of the Equipment as provided in each Lease or, in the case of public bidding requirements, has otherwise complied and will comply with Section 218.385(1), Florida Statutes, in connection with each Lease. 0) During the Lease Term, the Equipment will be used by Lessee only for the purpose of performing essential governmental or proprietary functions of Lessee permitted under the Act. Lessee does not intend to sell or otherwise dispose of the Equipment or any interest therein prior to the last Rental Payment (including all Renewal Terms) scheduled to be paid under each Lease. (k) Lessee has kept and throughout the Lease Term shall keep its books and records in accordance with generally accepted accounting principles and practices consistently applied, and shall deliver to Lessor (i) annual audited financial statements (including a balance sheet, statement of revenues, expenses and changes in fund balances for budget and actual, statement of cash flows and notes, and schedules and attachments to the financial statements) within 270 days of its fiscal year end, (ii) such other financial statements and information as Lessor may reasonably request, and (iv) its annual budget for the following fiscal year when approved but not later than 30 days prior to its current fiscal year end. Such statements in clause (i) above shall be accompanied by an unqualified opinion of Lessee's auditor. Credit information relating to Lessee may be disseminated among Lessor and any of its affiliates and any of their respective successors and assigns. (1) Lessee has an immediate need for the Equipment listed on each Schedule and expects to make immediate use of the Equipment listed on each Schedule. Lessee's need for the Equipment is not temporary and Lessee does not expect the need for any item of the Equipment to diminish during the Lease Term of such item. The use of the Equipment is essential to Lessee's proper efficient and economic operation. (m) The original proceeds of each Lease, and the interest to be earned thereon, do not and will not exceed the amount necessary for the purpose for which such Lease is executed. (n) No sinking fund is expected to be created by Lessee with respect to any Lease or the Rental Payments. -5- JACK_1477474.1 (o) No other governmental obligations of Lessee are being issued at substantially the same time and sold pursuant to a common plan of financing which will be paid out of (or have substantially the same claim to be paid out of) substantially the same source of funds as each Lease. (p) No portion of the amounts received pursuant to each Lease will be used as a substitute for other funds which were otherwise to be used as a source of financing for any portion of the costs of Equipment and which have been and will be used to acquire, directly or indirectly, obligations producing a yield in excess of the yield on each Lease. (q) In connection with the execution and delivery of each Lease, no action has or will be taken which attempts to circumvent the provisions of Section 148 of the Code and the regulations promulgated thereunder by (i) enabling Lessee to exploit the difference between tax-exempt and taxable interest rates to gain a material financial advantage and (ii) over burdening the tax-exempt bond market. (r) Lessee will not directly or indirectly use or permit the use of any proceeds of a Lease, or take or omit to take any action, that would cause the Rental Payments to be "federally guaranteed" within the meaning of Section 149(b) of the Code. (s) Lessee will submit to the Secretary of the Treasury information reporting statements and other information related to each Lease at the times and in the forms required by the Code. (t) To the best of the knowledge and belief of Lessee, the expectations of Lessee, as set forth in this Section 2.01, are reasonable, and there are no present facts, estimates and circumstances which would change the expectations contained therein. (u) There is no pending litigation, tax claim, proceeding or dispute that may materially adversely affect Lessee's financial condition or impairs its ability to perform its obligations hereunder. Lessee will, at its expense, maintain its legal existence in good standing and do any further act and execute, acknowledge, deliver, file, register and record any further documents Lessor may reasonably request in order to protect Lessor's rights and benefits under this Lease. (v) The payment of the Rental Payments or any portion thereof is not (under the terms of any Lease or any underlying arrangement) directly or indirectly (1) secured by any interest in property used or to be used in any activity carried on by any person other than a state or local governmental unit or payments in respect of such property; or (2) on a present value basis, derived from payments (whether or not to Lessee) in respect of property, or .borrowed money, used or to be used in any activity carried on by any person other than a state or local governmental unit. The Equipment will not be used, directly or indirectly, in any activity carried on by any person other than a state or local governmental unit. No portion of the Equipment Costs for the Equipment will be used, directly or indirectly, to make or finance loans to any person other than Lessee. Lessee has not entered into any management or other service contract with respect to the use and operation of the Equipment. W JACK_1477474.1 (w) Lessee has reviewed and will review Internal Revenue Service Form 8038-G to be filed in connection with the execution and delivery of each Lease, and all of the information contained therein is, and will be, to the best of Lessee's knowledge, true and correct, and Lessee will cause such Form 8038-G to be filed not later than 30 days after the execution and delivery of each Lease. Section 2.02. Representations and Covenants of Lessor. Lessor represents, covenants and warrants for the benefit of Lessee on the date hereof and as of the Commencement Date of each Lease that it has and will comply with Section 218.385(2) and Section 218.385(3), Florida Statutes, with respect to each Lease. ARTICLE III. Section 3.01. Lease of'Equipment. Subject to the terms of this Master Lease, Lessor agrees to provide the funds specified as the "Acquisition Amount" in each Lease to acquire the Equipment. Upon the execution of each Lease, Lessor demises, leases, transfers and lets to Lessee, and Lessee acquires, rents and leases from Lessor, the Equipment as set forth in such Lease and in accordance with the terms thereof. The latest date for any funding under this Agreement is the Funding Expiration Date. Section 3.02. Continuation of the Lease Term. The Lease Term for each Lease may be continued, solely at the option of Lessee, at the end of the Original Term or any Renewal Term for the next succeeding Renewal Term up to the maximum Lease Term set forth in such Lease. At the end of the Original Term and at the end of each Renewal Term until the maximum Lease Term has been completed, Lessee shall be deemed to have exercised its option to continue each Lease for the next Renewal Term unless Lessee terminates such Lease pursuant to Section 3.03 or Section 10.01. The terms and conditions during any Renewal Term shall be the same as the terms and conditions during the Original Term, except that the Rental Payments shall be as provided in the applicable Lease. Lessee intends, subject to Section 3.03, to continue the Lease Term of each Lease through the Original Term and all Renewal Terms and to pay the Rental Payments thereunder. Lessee affirms that sufficient funds are available for the current fiscal year, and Lessee reasonably believes that an amount sufficient to make all Rental Payments during the entire Lease Term of each Lease can be obtained from legally available funds of Lessee. Subject to Section 3.03, Lessee further intends to do all things lawfully within its power to obtain and maintain funds sufficient and available to discharge its obligation to make Rental Payments due hereunder, including making provision for such payments to the extent necessary in each budget or appropriation request submitted and adopted in accordance with applicable provisions of law. Section 3.03. Nonappropriation. Lessee is obligated only to pay such Rental Payments under each Lease as may lawfully be made from funds budgeted and appropriated for that purpose during Lessee's then current fiscal year. Should Lessee fail to budget, appropriate or otherwise make available funds to pay Rental Payments under any Lease following the then current Original Term or Renewal Term, such Lease or Leases shall be deemed terminated at the end of the then current Original Term or Renewal Term. Lessee agrees to deliver notice to Lessor of such termination promptly after any decision to non -appropriate is made, but failure to give such notice shall not extend the term beyond such Original Term or Renewal Term. If any Lease is terminated -7- JACK_1477474.1 in accordance with this Section, Lessee agrees to peaceably deliver the Equipment to Lessor at the location(s) to be specified by Lessor or purchase the Equipment pursuant to Section 10.01(a). In the event Lessee agrees to peaceably deliver the Equipment to Lessor as set forth above, Lessor shall use its best efforts to sell or lease such Equipment or, for the account of Lessee, sublease such Equipment. If Lessee returns the Equipment and Lessor sells, leases or otherwise disposes of any or all of the Equipment, Lessor shall apply the proceeds of such sale, lease or other disposition as described in Section 12.04. Lessee shall not be liable for any deficiency after sale, lease or other disposition of the Equipment. Section 3.04. Substitution. Lessee reserves the right to substitute Equipment of the same quantity and general type with the approximate equal value, utility and remaining useful life as the Equipment so replaced. Such substitution is subject to Lessor's prior written consent, which consent shall not be unreasonably withheld, and shall be reflected in an amendment to the appropriate Schedule. Section 3.05. Conditions to Lessor's Performance Under Any Lease. (a) As a prerequisite to the performance by Lessor of any of its obligations pursuant to any Lease, Lessee shall deliver to Lessor the following: (i) A fully completed Schedule, executed by Lessee; (ii) An Acquisition Fund Agreement, executed by Lessee and the Acquisition Fund Custodian, unless Lessor pays 100% of the Acquisition Amount directly to the Vendor (or to Lessee in reimbursement for payments to the Vendor) upon execution of the Lease; (iii) A Certificate executed by the Clerk or Secretary or other comparable officer of Lessee, in substantially the form attached hereto as Exhibit C, completed to the satisfaction of Lessor; (iv) A certified copy of a resolution or other official action of Lessee's governing body authorizing the execution and delivery of the Lease and performance by Lessee of its obligations thereunder; and if a Lease provides for reimbursement of Lessee for amounts paid to a Vendor prior to the execution and delivery of the Lease, a certified copy of a reimbursement resolution of Lessee; (v) An opinion of counsel to Lessee in substantially the form attached hereto as Exhibit D respecting such Lease and otherwise satisfactory to Lessor; (vi) Evidence of insurance as required by Section 7.02 hereof, (vii) All other closing documents reasonably required by Lessor, including certificates, notices and similar instruments, in form satisfactory to Lessor; (viii) A copy of a fully completed and executed Form 8038-G; -8- JACK_1477474.1 (ix) If any Equipment units are motor vehicles, properly completed certificates of title for such vehicles; and (x) Such other items, if any, as are set forth in such Lease or are reasonably required by Lessor. (b) In addition, the entering into by Lessor of any Lease shall be subject to (i) no Material Adverse Change in the financial condition of Lessee since the date of this Agreement, (ii) no Event of Default having occurred and (iii) if no Acquisition Fund has been established, the Equipment must be accepted by Lessee no later than the date listed as the Utilization Period Expiration in the applicable Schedule. (c) This Agreement is not a commitment by Lessor to enter into any Lease not currently in existence, and nothing in this Agreement shall be construed to impose any obligation upon Lessor to enter into any proposed Lease, it being understood that whether Lessor enters into any proposed Lease shall be a decision solely within Lessor's discretion. (d) Subject to satisfaction of the foregoing, Lessor will pay the Acquisition Amount for Equipment described in a Schedule to the Vendor (or to reimburse Lessee for payments to the Vendor), as applicable, upon receipt of the documents described in Section 5.01; or if an Acquisition Fund has been established pursuant to an Acquisition Fund Agreement, Lessor will deposit the Acquisition Amount for Equipment described in the Schedule with the Acquisition Fund Custodian. (e) Lessee will cooperate with Lessor in Lessor's review of any proposed Lease. Without limiting the foregoing, Lessee will provide Lessor with any documentation or information Lessor may request in connection with Lessor's review of any proposed Lease. Such documentation may include, without limitation, documentation concerning the Equipment and its contemplated use and location and documentation or information concerning the financial status of Lessee and other matters related to Lessee. ARTICLE IV. Section 4.01. Rental Payments. (a) Subject to Section 3.03, Lessee shall promptly pay Rental Payments, in lawful money of the United States of America, to Lessor on the dates and in such amounts as provided in each Lease. Lessee shall pay Lessor a charge on any Rental Payment not paid on the date such payment is due at a rate equal to the Contract Rate plus 5% per annum or the maximum amount permitted by law, whichever is less, from such date. Rental Payments consist of principal and interest payments as more fully detailed on each Schedule, the interest on which begins to accrue as of the Commencement Date for each such Schedule. (b) The interest component of Rental Payments shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Section 4.02. Interest and Principal Components. A portion of each Rental Payment is paid as, and represents payment of, interest, and the balance of each Rental Payment is paid as, and -9- JACK_1477474.1 represents payment of, principal. Each Lease shall set forth the principal and interest components of each Rental Payment payable thereunder during the Lease Term. Section 4.03. Rental Payments to Constitute a Current Expense of Lessee. Lessor and Lessee understand and intend that the obligation of Lessee to pay Rental Payments under each Lease shall constitute a current expense of Lessee payable solely from its general fund or other funds that are legally available for that purpose and shall not in any way be construed to be a debt of Lessee in contravention of any applicable constitutional or statutory limitation or requirement concerning the creation of indebtedness by Lessee. THE RENTAL PAYMENTS ARE TO BE MADE ONLY FROM LESSEE'S LEGALLY AVAILABLE REVENUES APPROPRIATED ON AN ANNUAL BASIS, AND NEITHER LESSEE, THE STATE, NOR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF SHALL BE OBLIGATED TO PAY ANY SUMS DUE UNDER A LEASE FROM THE COMPELLED LEVY OF AD VALOREM OR OTHER TAXES EXCEPT FROM THOSE LEGALLY AVAILABLE REVENUES APPROPRIATED BY LESSEE ON AN ANNUAL BASIS, AND NEITHER THE FULL FAITH AND CREDIT NOR THE TAXING POWER OF LESSEE, THE STATE OF FLORIDA OR ANY POLITICAL SUBDIVISION THEREOF ARE PLEDGED FOR PAYMENT OF SUCH SUMS DUE UNDER A LEASE. Section 4.04. Rental Payments to be Unconditional. Except as provided in Section 3.02 and Section 3.03, the obligations of Lessee to make Rental Payments and to perform and observe the other covenants and agreements contained in each Lease shall be absolute and unconditional in all events without abatement, diminution, deduction, set-off or defense, for any reason, including without limitation any failure of the Equipment, after it has been accepted by Lessee, any defects, malfunctions, breakdowns or infirmities in the equipment or any accident, condemnation or unforeseen circumstances. Section 4.05. Tax Covenants. (a) Lessee agrees that it will not take any action that would cause the interest component of Rental Payments to be or to become ineligible for the exclusion from gross income of the owner or owners thereof for federal income tax purposes, and will not fail to take in a timely manner any action necessary to maintain the exclusion of the interest component of the Rental Payments from gross income of the owner or owners thereof for federal income tax purposes, including, without limitation, the calculation and payment of any rebate required to preserve such exclusion. Subject to Lessee's right to terminate the Lease as provided herein, the foregoing covenant shall remain in effect until the date on which all obligations of Lessee in fulfilling the above covenant under the Code have been met. (b) In the event that Lessee does not spend the moneys in the Acquisition Fund within six (6) months of the date the deposit is made pursuant to Section 3.04(c), Lessee will, if required by section 148(f) of the Code to pay rebate: (i) establish a Rebate Account and deposit the Rebate Amount (as defined in Section 1.148-3(b) of the Federal Income Tax Regulations) not less frequently than once per year after the applicable Commencement Date; and (ii) rebate to the United States, not less frequently than once every five (5) years after the applicable Commencement Date, an amount equal to at least 90% of the Rebate Amount and within 60 days after payment of all Rental Payments or the Purchase Price as provided in Section 10.01(a) hereof, 100% of the Rental Payments or the Purchase Price and shall maintain such determination, together with any supporting documentation required to calculate the Rebate Amount, until six (6) years after the date of the final payment of the Rental Payments or the Purchase Price. -10- JACK_1477474.1 Section 4.06. Event of Taxability. Upon the occurrence of an Event of Taxability, the interest component shall be at the Taxable Rate, as defined in the Rental Payment Schedule, retroactive to the date as of which the interest component is determined by the Internal Revenue Service to be includible in the gross income of the owner or owners thereof for federal income tax purposes, and Lessee will pay such additional amount as will result in the owner receiving the interest component at the Taxable Rate. Lessee will also pay any penalties and interest charged to Lessor by the Internal Revenue Service in connection with an Event of Taxability. For purposes of this section, "Event of Taxability" means (i) a final determination of the Internal Revenue Service or other agency or entity having lawful jurisdiction over the matter, after any and all applicable appeals rights within such agency have been exhausted or after Lessee chooses not to appeal such determination, or (ii) a determination by a court having lawful jurisdiction over the matter, which determination is not subject to appeal or which Lessor in its sole discretion chooses not to appeal, that the interest component is includible for federal income tax purposes in the gross income of the owner thereof due to Lessee's action or failure to take any action.. Section 4.07. Mandatory Prepayment. If the Lease Proceeds are deposited into an Acquisition Fund, any funds remaining in the Acquisition Fund on or after the Acquisition Period and not applied to Equipment Costs, shall be applied by Lessor on the next Rental Payment date, pro rata to the prepayment of the principal component of the outstanding Rental Payments due under the applicable Schedule. ARTICLE V. Section 5.01. Delivery, Installation and Acceptance of Equipment. (a) Lessee shall order the Equipment, cause the Equipment to be delivered and installed at the location specified in the Leases, and pay any and all delivery and installation costs and other Equipment Costs in connection therewith. When the Equipment listed in any Lease has been delivered and installed, Lessee shall promptly accept such Equipment and evidence said acceptance by executing and delivering to Lessor an Acceptance Certificate in the form attached hereto as Exhibit B. (b) Lessee shall deliver to Lessor original invoices and bills of sale furnished by the Vendor (if title to such Equipment has passed to Lessee) relating to each item of Equipment accepted by Lessee. With respect to Equipment not purchased through an Acquisition Fund, Lessor shall, upon receipt of an Acceptance Certificate from Lessee, prepare a Schedule of Property and Rental Payment Schedule in the forms attached hereto as Exhibit A and Exhibit A-1, respectively. Lessee shall execute and deliver such Schedules to Lessor within 5 business days of receipt. Section 5.02. Enjoyment of Equipment. Lessor shall provide Lessee with quiet use and enjoyment of the Equipment during the Lease Term, and Lessee shall peaceably and quietly have, hold and enjoy the Equipment during the Lease Term, without suit, trouble or hindrance from Lessor, except as otherwise expressly set forth in the related Lease. Lessor shall not interfere with such quiet use and enjoyment during the Lease Term so long as Lessee is not in default under the related Lease. -11- JACK_1477474.1 Section 5.03. Location and Inspection of the Equipment. Once installed, Lessee will not move any item of the Equipment from the location specified for it in the Lease on which such item is listed without Lessor's consent, which consent shall not be unreasonably withheld. Lessor shall have the right at all reasonable times during regular business hours to enter into and upon the property of Lessee for the purpose of inspecting the Equipment. Lessee shall promptly provide any information about the Equipment or a Lease that may be reasonably requested by Lessor. Section 5.04. Use and Maintenance of the Equipment. Lessee will not install, use, operate, or maintain the Equipment improperly, carelessly, in violation of any applicable law or in a manner contrary to that contemplated by the related Lease. Lessee shall provide all permits and licenses, if any, necessary for the installation and operation of the Equipment. In addition, Lessee agrees to comply in all respects with all applicable laws, regulations and rulings of any legislative, executive, administrative, or judicial body; provided that Lessee may contest in good faith the validity or application of any such law, regulation or ruling in any reasonable manner that does not, in the opinion of Lessor, adversely affect the interest (including the reversionary interest) of Lessor in and to the Equipment or its interest or rights under the Lease. Lessee agrees that it will maintain, preserve, and keep the Equipment in good repair and working order, in a condition comparable to that recommended by the manufacturer. Lessor shall have no responsibility to maintain, repair or make improvements or additions to the Equipment. In all cases, Lessee agrees to pay any costs necessary for the manufacturer to re -certify the Equipment as eligible for manufacturer's maintenance upon the return of the Equipment to Lessor as provided for herein. Lessee shall not alter any item of Equipment or install any accessory, equipment or device on an item of Equipment if that would impair any applicable warranty, the originally intended function or the value of that Equipment. All repairs, parts, accessories, equipment and devices furnished, affixed to or installed on any Equipment, excluding temporary replacements, shall thereupon become subject to the Lease. -12- JACK_1477474.1 ARTICLE VI. Section 6.01. Title to the Equipment. During each Lease Term, and so long as Lessee is not in default under Article XII hereof and no event of non -appropriation has occurred under Section 3.03 hereof, all right, title and interest in and to each item of the Equipment shall be vested in Lessee immediately upon its acceptance of each item of Equipment, subject to the terms and conditions of the applicable Lease and to the rights of the Lessor in and to the Equipment pursuant to Section 3.03 and Article XII hereof. Lessee shall at all times protect and defend, at its own cost and expense, its title in and to the Equipment from and against all claims, liens and legal processes of its creditors, and keep all Equipment free and clear of all such claims, liens and processes. Upon the occurrence of an Event of Default or upon termination of a Lease pursuant to Section 3.03 hereof, unless Lessee has elected not to return the Equipment and to purchase it pursuant to Section 10.01(a), full and unencumbered legal title to the Equipment shall be vested in the Lessor and the Lessee shall have no further interest therein (except to the extent provided in Section 3.03, Section 12.02(c) and Section 12.04) and the Lessee shall take all action necessary to evidence the vesting of title in the Lessor within 10 days of such occurrence or termination. In addition, upon the occurrence of such an Event of Default or such termination, Lessee shall execute and deliver to Lessor such documents as Lessor may request to evidence the vesting of such legal title in the Lessor and the termination of Lessee's interest therein, and upon request by Lessor shall deliver possession of the Equipment to Lessor in accordance with Section 3.03 or Section 12.02, as the case may be. Upon purchase of the Equipment under a Lease by Lessee pursuant to Section 10.01, Lessor's interest in the Equipment shall terminate, and Lessor shall execute and deliver to Lessee such documents as Lessee may request to evidence the termination of Lessor's interest in Equipment subject to the related Lease. Subject to Section 3.03 and the last sentence of Section 12.02(d), and only to the extent of unpaid Rental Payments payable by Lessee pursuant to a Lease (and other amounts payable by Lessee under such Lease) through the end of the then current Original Term or Renewal Term, Lessor shall have an interest in the Equipment; provided, however, Lessor shall have only the remedies described in Section 12.02 and shall not have a general foreclosure right that entitles Lessor to a deficiency judgment or to retain Lessee's equity in the Equipment, if any. Section 6.02. Personal Property. The Equipment is and will remain personal property and will not be deemed to be affixed to or a part of the real estate on which it may be situated, notwithstanding that the Equipment or any part thereof may be or hereafter become in any manner physically affixed or attached to real estate or any building thereon. Upon the request of Lessor, Lessee will, at Lessee's expense, furnish a waiver of any interest in the Equipment from any party having an interest in any such real estate or building. ARTICLE VII. Section 7.01. Liens, Taxes, Other Governmental Charges and Utility Charges. Lessee shall keep the Equipment free of all levies, liens, and encumbrances except those created by each Lease. The parties to this Agreement contemplate that the Equipment will be used for a governmental, municipal or public purpose or function of Lessee and that the Equipment will therefore be exempt from all property taxes. if the use, possession or acquisition of any Equipment is nevertheless determined to be subject to taxation, Lessee shall pay when due all taxes and governmental charges lawfully assessed or levied against or with respect to such Equipment. -13- JACK_1477474,1 Lessee shall pay all utility and other charges incurred in the use and maintenance of the Equipment. Lessee shall pay such taxes or charges as the same may become due; provided that, with respect to any such taxes or charges that may lawfully be paid in installments over a period of years, Lessee shall be obligated to pay only such installments as accrue during each Lease Term. In the event that the installation of any component of any item of Equipment could be deemed to require a performance and payment bond under Section 255.05, Florida Statutes, or be deemed subject to the mechanic's lien provisions of Chapter 713, Florida Statutes, or any successor statute to each, as they may be amended from time to time, Lessee shall require such bonds, post such notices and do all other things provided for under such laws in order to keep the Equipment free of and exempt from all liens. Section 7.02. Insurance. Lessee shall during each Lease Term maintain or cause to be maintained (a) casualty insurance (with such deductibles as Lessor may approve) naming Lessor and its assigns as additional insured and loss payee and insuring the Equipment against loss or damage by fire and all other risks covered by the standard extended coverage endorsement then in use in the State, and any other risks reasonably required by Lessor, in an amount at least equal to the then applicable Purchase Price of the Equipment; (b) liability insurance that protects Lessor from liability in all events in form and amount satisfactory to Lessor; and (c) worker's compensation coverage as required by the laws of the State; provided that, with Lessor's prior written consent, Lessee may self -insure against the risks described in clauses (a) and (b), to the extent permitted by State law. Lessee shall furnish to Lessor evidence of such insurance or self-insurance coverage throughout each Lease Term. Lessee shall not cancel or modify such insurance or self-insurance coverage in any way that would affect the interests of Lessor without first giving written notice thereof to Lessor at least 30 days in advance of such cancellation or modification. Section 7.03. Risk of Loss. Whether or not covered by insurance or self-insurance, Lessee hereby assumes all risk of loss of, or damage to and liability related to injury or damage to any persons or property arising from the Equipment from any cause whatsoever, and no such loss of or damage to or liability arising from the Equipment shall relieve Lessee of the obligation to make the Rental Payments or to perform any other obligation under this Lease. Whether or not covered by insurance or self-insurance, Lessee hereby agrees to reimburse Lessor (to the fullest extent permitted by applicable law, but only from legally available funds) for any and all liabilities, obligations, losses, costs, claims, taxes or damages suffered or incurred by Lessor, regardless of the cause thereof and all expenses incurred in connection therewith (including, without limitation, counsel fees and expenses, and penalties connected therewith imposed on interest received) arising out of or as a result of (a) entering into of this Agreement or any of the transactions contemplated hereby, (b) the ordering, acquisition, ownership use, operation, condition, purchase, delivery, acceptance, rejection, storage or return of any item the Equipment, (c) any accident in connection with the operation, use, condition, possession, storage or return of any item of the Equipment resulting in damage to property or injury to or death to any person, and/or (d) the breach of any covenant of Lessee in connection with a Lease or any material misrepresentation provided by Lessee in connection with a Lease. The provisions of this paragraph shall continue in full force and effect notwithstanding the full payment of all obligations under all Leases or the termination of the Lease Term under any Lease for any reason. Section 7.04. Advances. In the event Lessee shall fail to keep the Equipment in good repair and working order, Lessor may, but shall be under no obligation to, maintain and repair the Equipment and pay the cost thereof. All amounts so advanced by Lessor shall constitute additional -14- JACK_1477474.1 rent for the then current Original Term or Renewal Term and Lessee covenants and agrees to pay such amounts so advanced by Lessor with interest thereon from the due date until paid at a rate equal to the Contract Rate plus 5% per annum or the maximum amount permitted by law, whichever is less. ARTICLE VIII. Section 8.01. Damage, Destruction and Condemnation. Unless Lessee shall have exercised its option to purchase the Equipment by making payment of the Purchase Price as provided in the related Lease, if, prior to the termination of the applicable Lease Term, (a) the Equipment or any portion thereof is destroyed, in whole or in part, or is damaged by fire or other casualty or (b) title to, or the temporary use of, the Equipment or any part thereof shall be taken under the exercise or threat of the power of eminent domain by any governmental body or by any person, firm or corporation acting pursuant to governmental authority, Lessee and Lessor will cause the Net Proceeds of any insurance claim or condemnation award or sale under threat of condemnation to be applied to the prompt replacement, repair, restoration, modification or improvement of the Equipment. Any balance of the Net Proceeds remaining after such work has been completed shall be paid to Lessee. If Lessee elects to replace any item of the Equipment (the "Replaced Equipment") pursuant to this Section, the replacement equipment (the "Replacement Equipment") shall be of similar type, utility and condition to the Replaced Equipment and shall be of equal or greater value than the Replaced Equipment. Lessee shall represent, warrant and covenant to Lessor that each item of Replacement Equipment is free and clear of all claims, liens, security interests and encumbrances, excepting only those liens created by or through Lessor, and shall provide to Lessor any and all documents as Lessor may reasonably request in connection with the replacement, including, but not limited to, documentation in form and substance satisfactory to Lessor evidencing Lessor's interest in the Replacement Equipment. Lessor and Lessee hereby acknowledge and agree that any Replacement Equipment acquired pursuant to this paragraph shall constitute "Equipment" for purposes of this Agreement and the related Lease. Lessee shall complete the documentation of Replacement Equipment on or before the next Rental Payment date after the occurrence of a casualty event, or be required to exercise the Purchase Option with respect to the damaged equipment. For purposes of this Article, the term "Net Proceeds" shall mean the amount remaining from the gross proceeds of any insurance claim or condemnation award or sale under threat of condemnation after deducting all expenses, including attorneys' fees, incurred in the collection thereof. Section 8.02. Insufficiency of Net Proceeds. If the Net Proceeds are insufficient to pay in full the cost of any replacement, repair, restoration, modification or improvement referred to in Section 8.01, Lessee shall either (a) complete such replacement, repair, restoration, modification or improvement and pay any costs thereof in excess of the amount of the Net Proceeds, or (b) pay or cause to be paid to Lessor the amount of the then applicable Purchase Price for the Equipment, and, upon such payment, the applicable Lease Term shall terminate and Lessor's interest in the Equipment shall terminate as provided in Article VI hereof. The amount of the Net Proceeds, if any, remaining after completing such repair, restoration, modification or improvement or after purchasing such Equipment and such other Equipment shall be retained by Lessee. If Lessee shall -15- JACK_1477474.1 make any payments pursuant to this Section, Lessee shall not be entitled to any reimbursement therefor from Lessor nor shall Lessee be entitled to any diminution of the amounts payable under Article IV. ARTICLE IX. Section 9.01. Disclaimer of Warranties, Lessor makes no warranty or representation, either express or implied, as to the value, design, condition, merchantability or fitness for particular purpose or fitness for use of the Equipment, or any other warranty or representation, express or implied, with respect thereto and, as to Lessor, Lessee's acquisition of the Equipment shall be on an "as is" basis. In no event shall Lessor be liable for any incidental, indirect, special or consequential damage in connection with or arising out of this Agreement, any Lease, the Equipment or the existence, furnishing, functioning or Lessee's use of any item, product or service provided for in this Agreement or any Lease. Section 9.02. Vendor's Warranties. Lessor hereby irrevocably appoints Lessee its agent and attorney -in -fact during each Lease Term, so long as Lessee shall not be in default under the related Lease, to assert from time to time whatever claims and rights (including without limitation warranties) relating to the Equipment that Lessor may have against Vendor. Lessee's sole remedy for the breach of such warranty, indemnification or representation shall be against Vendor of the Equipment, and not against Lessor. Any such matter shall not have any effect whatsoever on the rights and obligations of Lessor with respect to any Lease, including the right to receive full and timely payments under a Lease. Lessee expressly acknowledges that Lessor makes, and has made, no representations or warranties whatsoever as to the existence or the availability of such warranties by Lessor of the Equipment. ARTICLE X. Section 10.01. Purchase Option. Lessee shall have the option to purchase all of the Equipment listed in a Lease, upon giving written notice to Lessor at least 30, but not more than 120, days before the date of purchase, at the following times and upon the following terms: (a) From and after the date specified in the related Schedule (the "Purchase Option Commencement Date"), on the Rental Payment dates specified in each Lease, upon payment in full of the Rental Payments then due under such Lease plus the then applicable Purchase Price, and any prepayment premium on the unpaid balance as set forth in the applicable Schedule; or (b) In the event of substantial damage to or destruction or condemnation of substantially all of the Equipment listed in a Lease, on the day specified in Lessee's notice to Lessor of its exercise of the Purchase Option upon payment in full to Lessor of the Rental Payments then due under such Lease plus the then applicable Purchase Price. (c) Upon payment in full of all Rental Payments then due and all other amounts then owing under the Lease, and the payment of $1.00 to Lessor. -16- JACK_1477474.1 ARTICLE XI. Section 11.01. Assignment by Lessor. (a) Lessor's right, title and interest in and to Rental Payments and any other amounts payable by Lessee under any and all of the Leases, and all proceeds therefrom may be assigned and reassigned in whole or in part to one or more assignees or subassignees by Lessor, without the necessity of obtaining the consent of Lessee; provided, however, that any such assignment, transfer or conveyance to a trustee for the benefit of owners of certificates of participation shall be made in a manner that conforms to any applicable State and Federal law. Nothing in this Section 11.01 shall be construed, however, to prevent Lessor from executing any such assignment, transfer or conveyance that does not involve funding through the use of certificates of participation within the meaning of applicable State law, including any such assignment, transfer or conveyance as part of a multiple asset pool to a partnership or trust, interests in which are offered and sold in a private placement or limited offering only to investors whom Lessor reasonably believes are qualified institutional buyers or accredited investors within the meaning of the applicable federal securities law; provided further, however, that in any event, Lessee shall not be required to make Rental Payments, to send notices or to otherwise deal with respect to matters arising under a Lease with or to more than one individual or entity. (b) No assignment, transfer or conveyance permitted by this Section 11.01 shall be effective until Lessee shall have received a written notice of assignment that discloses the name and address of each such assignee; provided, however, that if such assignment is made to a bank or trust company as trustee or paying agent for owners of certificates of participation, trust certificates or partnership interests with respect to the Rental Payments payable under a Lease, it shall thereafter be sufficient that Lessee receives notice of the name and address of the bank or trust company as trustee or paying agent. During the term of each Lease, Lessee shall keep, or cause to be kept, a complete and accurate record of all such assignments in fonn necessary to comply with Section 149 of the Code. Lessee shall retain all such notices as a register of all assignees and shall make all payments to the assignee or assignees designated in such register. Lessee shall not have the right to and shall not assert against any assignee any claim, counterclaim or other right Lessee may have against Lessor or the Vendor. Assignments in part may include without limitation assignment of all of Lessor's rights in, to and under the Lease related to the Equipment listed in a particular Lease. The option granted in this Section may be separately exercised from time to time with respect to the Equipment listed in each Lease, but such option does not permit the assignment of less than all of Lessor's interests in the Equipment listed in a single Lease. (c) If Lessor notifies Lessee of its intent to assign the Lease, Lessee agrees that it shall execute and deliver to Lessor a Notice and Acknowledgement of Assignment substantially in the form attached hereto as Exhibit E within five (5) business days after its receipt of such request. Section 11.02. Assignment and Subleasing by Lessee. None of Lessee's right, title, and interest in, to and under any Lease or any portion of the Equipment may be assigned or encumbered by Lessee without prior written consent of Lessor. ARTICLE X1I. Section 12.01. Events of Default Defined. Any of the following events shall constitute an "Event of Default" under a Lease, subject to Section 3.03: - l 7- JACK_1477474.1 (a) Failure by Lessee to pay any Rental Payment or other payment required to be paid under any Lease within 10 days of the date when due as specified herein, other than as a result of nonappropriation under Section 3.03; (b) Failure by Lessee to observe and perform any covenant, condition or agreement on its part to be observed or performed, other than as referred to in subparagraph (a) above, for a period of 30 days after written notice specifying such failure and requesting that it be remedied is given to Lessee by Lessor, unless Lessor shall agree in writing to an extension of such time prior to its expiration; provided that, if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected; (c) Any statement, representation or warranty made by Lessee in or pursuant to any Lease or its execution, delivery or performance shall prove to have been false, incorrect, misleading, or breached in any material respect on the date when made; (d) Any default occurs under any other agreement for borrowing money, lease financing of property or otherwise or receiving credit under which Lessee is an obligor under which there is outstanding, owing or committed in aggregate amount of at least 10% of Lessee's aggregate current long- and short-term indebtedness, if such default consists of (i) the failure to pay any indebtedness when due or (ii) the failure to perform any other obligation thereunder and gives the holder of the indebtedness the right to accelerate the indebtedness; (e) Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of Lessee, or of all or a substantial part of the assets of Lessee, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; (f) An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator or Lessee or of all or a substantial part of the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 30 consecutive days; or (g) Lessee shall consolidate, merge or otherwise combine with any other entity, or sell, lease or dispose of all or a substantial portion of its assets. Section 12.02. Remedies on Default. Whenever any Event of Default exists, Lessor shall have the right, at its sole option without any further demand or notice, to take one or any combination of the following remedial steps: a JACK_1477474.1 (a) Lessor may by notice in writing to Lessee terminate the Lease, whereupon all rights of Lessee to use the Equipment shall cease and terminate; (b) By written notice to Lessee, Lessor may demand that Lessee pay, as liquidated damages for loss of a bargain and not as a penalty, all unpaid Rental Payments payable by Lessee pursuant to such Lease and other amounts payable by Lessee under such Lease to the end of the then current Original Term or Renewal Term; (c) With or without terminating the Lease Term under such Lease, Lessor may request that Lessee at Lessee's expense promptly return any or all of such Equipment to the possession of Lessor at such place within the United States as Lessor shall specify. In such event, Lessor shall use its best efforts to sell or lease such Equipment or, for the account of Lessee, sublease such Equipment. If Lessee returns the Equipment and Lessor sells, leases or otherwise disposes of any or all of the Equipment, Lessor shall apply the proceeds of such sale, lease or other disposition as described in Section 12.04. Lessee shall not be liable for any deficiency after sale, lease or other disposition of the Equipment. if Lessee elects not to return the Equipment, Lessor is entitled to payment of unpaid Rental Payments through the date of Lessor's request to return the Equipment plus the then applicable Purchase Price, as set forth in the applicable Schedule for such Equipment. The exercise of any such remedies respecting any such Event of Default shall not relieve Lessee of any other liabilities under any other Lease or the Equipment listed therein; and (d) Subject to the next sentence, Lessor may take whatever action at law or in equity may appear necessary or desirable to enforce its rights under such Lease. The parties to this Agreement acknowledge that: (i) this Agreement is not intended to create a mortgage of or a security interest in the Equipment as proscribed by Nohrr v. Brevard County Educational Facilities Authority, 247 So. 2d 304 (Fla. 1971), and (ii) Lessor may not exercise any foreclosure -type remedies if an Event of Default occurs, State v. Brevard County, 539 So. 2d 461 (Fla. 1989), notwithstanding any provisions to the contrary in this Agreement. Section 12.03. No Remedy Exclusive. No remedy herein conferred upon or reserved to Lessor is intended to be exclusive and every such remedy shall be cumulative and shall be in addition to every other remedy given under a Lease now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right or power may be exercised from time to time and as often as may be deemed expedient. In order to entitle Lessor to exercise any remedy reserved to it in this Article it shall not be necessary to give any notice other than such notice as may be required in this Article. Section 12.04. Application of Moneys. Any net proceeds from the exercise of any remedy upon an occurrence of an Event of Default, nonappropriation by Lessee pursuant to Section 3.03 hereof or as may be otherwise provided for under this Agreement shall be applied in the following order of priority: FIRST, to pay all of Lessor's costs, charges and expenses incurred in taking, holding, repairing, selling, leasing or otherwise disposing of Equipment, then SECOND, to the extent not previously paid by Lessee, to pay Lessor all Rental Payments under the applicable Lease through the termination date, then THIRD, to pay the Purchase Price applicable as of the end of the then current Original Term or Renewal Term, as set forth in the Schedule for such Equipment, then FOURTH to pay any remainder to Lessee; provided that if such remedy is exercised with respect to -19- JACK_1477474.1 more than one Lease, Equipment listed in more than one Lease or rights under more than one Lease, then to amounts due pursuant to such application of moneys pro rata among the Leases or Equipment, as the case may be. ARTICLE XIII. Section 13.01. No Fees Paid by Lessor. Lessor hereby certifies that it has not paid or has not promised to pay, directly or indirectly, a fee to any person not regularly employed by Lessor to act as an intermediary between Lessee and Lessor for the purpose of influencing any transaction in connection with this Agreement or any Lease. Section 13.02, Notices. All notices, certificates or other communications under any Lease shall be sufficiently given and shall be deemed given when delivered or mailed by registered mail, postage prepaid, or delivered by overnight courier, or sent by facsimile transmission (with electronic confirmation) to the parties hereto at the addresses immediately after the signatures to this Agreement (or at such other address as either party hereto shall designate in writing to the other for notices to such party) and to any assignee at its address as it appears on the registration books maintained by Lessee. Section 13.03. Binding Effect. Each Lease shall inure to the benefit of and shall be binding upon Lessor and Lessee and their respective successors and assigns. Section 13.04. Severability. In the event any provision of any Lease shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. Any provisions in this Lease which are in conflict with any statute, law or applicable rule shall be deemed omitted, modified or altered to conform thereto. Section 13.05. Amendments, Changes and Modifications. Each Lease may only be amended by Lessor and Lessee in writing. Section 13.06. Execution in Counterparts. Each Lease may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 13.07. Applicable Law. Each Lease shall be governed by and construed in accordance with the laws of the State. Section 13.08. Captions. The captions or headings in this Agreement and in each Lease are for convenience only and in no way define, limit or describe the scope or intent of any provisions or sections of this Agreement or any Lease. -20- JACK_1477474.1 IN WITNESS WHEREOF, Lessor and Lessee have caused this Agreement to be executed in their names by their duly authorized representatives as of the date first above written. Lessor: BANC OF AMERICA PUBLIC CAPITAL CORP Attn: Government Leasing Contract Administration Mail Code: CA5-704-04-01 555 California Street, 4th Floor San Francisco, California 94104 By:_ Title: Lessee: ST. LUCIE COUNTY, FLORIDA 2300 Virginia Avenue Fort Pierce, Florida 34982 By:_ Title: (Seal) Attest: By: Title: -2 l - JACK_1477474.1 EXHIBIT A Schedule of Property No. _ Re: Master Equipment Lease/Purchase Agreement, dated as of January , 2009, between Banc of America Public Capital Corp, a Kansas corporation, as Lessor, and St. Lucie County, Florida, as Lessee. 1. Defined Terms. All terms used herein have the meanings ascribed to them in the above -referenced Master Equipment Lease/Purchase Agreement (the "Master Equipment Lease"). 2. Equipment. The following items of Equipment are hereby included under this Schedule of the Master Equipment Lease. Quantity Description Payment Schedule. Serial No. Model No. Location Rental Payments. The Rental Payments shall be in such amounts and payable on such dates as set forth in the Rental Payment Schedule attached to this Schedule as Exhibit A-1. The obligation of Lessee to pay Rental Payments shall commence on the date on which the Equipment listed in this Schedule is accepted by Lessee, as indicated in an Acceptance Certificate substantially in the form of Exhibit B to the Master Equipment Lease or the date on which sufficient moneys to purchase the Equipment are deposited for that purpose with an Acquisition Fund Custodian, whichever is earlier. Purchase Price Schedule. The Purchase Price on each Rental Payment date for the Equipment listed in this Schedule shall be the amount set forth for such Rental Payment date in the "Purchase Price" column of the Rental Payment Schedule attached to this Schedule. The Purchase Price is in addition to all Rental Payments then due under this Schedule (including the Rental Payment shown on the same line in the Rental Payment Schedule). 4. Representations Warranties and Covenants. Lessee hereby represents, warrants and covenants that its representations, warranties and covenants set forth in the Master Equipment Lease are true and correct as though made on the date of commencement of Rental Payments on this Schedule. Lessee further represents and warrants that (a) no Material Adverse Change in Lessee's financial condition has occurred since the date of the Master Equipment Lease; (b) the governing body of Lessee has authorized the execution and delivery of this Agreement and the Leases pursuant to Resolution No. , approved on January 27, 2009; (c) the Equipment described in the Agreement referenced above is essential to the functions of Lessee or to the services Lessee provides its citizens; (d) lessee has an immediate need for, and expects to make immediate use of, substantially all such Equipment, which will be used by Lessee only for the purpose of performing one or more of Lessee's governmental or proprietary functions consistent with the permissible scope of its authority; and (f) Lessee expects and anticipates adequate funds to be available for all future payments or rent due after the current budgetary period. A-1 JACK_1477474.1 5. The Lease. The terms and provisions of the Master Equipment Lease (other than to the extent that they relate solely to other Schedules or Equipment listed on other Schedules) are hereby incorporated into this Schedule by reference and made a part hereof. 6. Lease Proceeds. The Lease Proceeds which Lessor shall pay to the Acquisition Fund Custodian in connection with this Schedule is $ , of which $ is for deposit to the Expense Fund and the balance is for deposit to the Acquisition Fund. It is expected that by [six (6)] [twelve (12)] [eighteen (18)] months from the date of this Schedule No. , Lessee will have taken possession of all items of Equipment shown above and that a Lessee's Acceptance Certificate, or Acceptance Certificates, will be signed by Lessee and delivered to Lessor on or before [six (6)] [twelve (12)] [eighteen (18)] months from the date of this Schedule No. 7. Acquisition Period. The Acquisition Period applicable to this Schedule shall end at the conclusion of the month following the date hereof. 8. Lease Term. The Lease Term shall consist of the Original Term and consecutive Renewal Terms, with the final Renewal Term ending on 9. Purchase Option Commencement Date. For purposes of Section 10.01 of the Lease, the Purchase Option Commencement Date is Lessee shall be responsible for the correct titling of all Equipment leased hereunder. Lessee will cause the original Certificates of Title to be delivered to Lessor for retention in Lessor's files throughout the term of the Lease. _ Dated: , Lessor: Lessee: Banc of America Public Capital Corp St. Lucie County, Florida 555 California Street, 4th Floor 2300 Virginia Avenue San Francisco, California 94104 Fort Pierce, Florida 34982 By: By: [Name/Title] [Name/Title] (Seal) Attest: By: [Name/Title] A-2 JACK_1477474.1 Exhibit A-1 Rental Payment Schedule Rental Payment Date Rental Payment (� Amount Principal Interest Portion Portion Purchase Price[*] [*The Purchase Option Commencement Date shall be . [Describe terms of prepayment.] Date of Purchase Premium] For purposes of this Lease, "Taxable Rate," with respect to the interest component of Rental Payments, means an annual rate of interest equal to %. Lessee: ST. LUCIE COUNTY, FLORIDA By: Title: After payment of the applicable Purchase Price, Lessee will own the related Equipment, free and clear of any obligations under the related Lease. A-3 JACK_1477474.1 EXHIBIT B Acceptance Certificate Banc of America Public Capital Corp 555 California Street, 4th Floor San Francisco, California 94104 Re: Schedule of Property No. , dated , to Master Equipment Lease/Purchase Agreement, dated as of January , 2009, between Banc of America Public Capital Corp, as Lessor, and St. Lucie County, Florida, as Lessee. Ladies and Gentlemen: In accordance with the Master Equipment Lease/Purchase Agreement (the "Agreement"), the undersigned Lessee hereby certifies and represents to, and agrees with Lessor as follows: 1. All of the Equipment (as such term is defined in the Agreement) listed in the above - referenced Schedule of Property (the "Schedule") has been delivered, installed and accepted on the date hereof. 2. Lessee has conducted such inspection and/or testing of the Equipment listed in the Schedule as it deems necessary and appropriate and hereby acknowledges that it accepts the Equipment for all purposes. 3. Lessee is currently maintaining the insurance coverage required by Section 7.02 of the Agreement. 4. No event or condition that constitutes, or with notice or lapse of time, or both, would constitute, an Event of Default (as defined in the Agreement) exists at the date hereof. Date: Lessee ST. LUCIE COUNTY, FLORIDA [Seal] B-1 JACK_1477474.1 [Name/Title] EXHIBIT C Clerk Certificate The undersigned, a duly elected and acting Clerk of the Board of County Commissioners of St. Lucie County, Florida, (the "Lessee") certifies as follows: A. The following listed persons are duly elected and acting officials of Lessee (the "Officials") in the capacity set forth opposite their respective names below and the signatures set opposite thereto are the genuine signatures of such persons; Name of Official Title Signature B. The Officials are duly authorized, on behalf of Lessee, to negotiate, execute and deliver the Master Equipment Lease/Purchase Agreement dated as of January _, 2009 and the Schedule(s) thereunder and all future Schedule(s), each by and between the Lessee and Banc of America Banc of America Public Capital Corp, as Lessor and the Acquisition Fund Agreement dated as of January _, 2009, among Lessor, Lessee and Bank of America, N.A., as Acquisition Fund Custodian (collectively, the "Agreements") and these Agreements are binding and authorized Agreements of Lessee, enforceable in all respects in accordance with their terms. Dated: January _, 2009 By: Title: Clerk of the Board of County Commissioners of St. Lucie County, Florida (The signer of this Certificate cannot be listed above as authorized to execute the Agreements.) C-1 JACK_1477474.1 EXHIBIT D Opinion of Counsel to Lessee Banc of America Public Capital Corp 555 California Street, 4th Floor San Francisco, California 94104 Re: Schedule of Property No. , dated , 20_, to Master Equipment Lease/Purchase Agreement, dated as of January , 2009 between Banc of America Public Capital Corp, as Lessor, and the St. Lucie County, Florida, as Lessee Ladies and Gentlemen: As counsel to St. Lucie County, Florida (the "Lessee"), I have examined (a) an executed counterpart of a certain Master Equipment Lease/Purchase Agreement, dated as of January , 2009, and Exhibits thereto by and between Banc of America Public Capital Corp (the "Lessor") and the Lessee (the "Agreement") and an executed counterpart of Schedule of Property No. , dated , 20_, by and between Lessor and Lessee (the "Schedule"), which, among other things, provides for the lease of certain property listed in the Schedule (the "Equipment"), (b) the Acquisition Fund Agreement dated as of , 20_ by and among the Lessor, the Lessee and Bank of America N.A., as the Acquisition Fund Institution (the "Acquisition Fund Agreement"), (c) a copy of the Resolution No. adopted by the Board of County Commissioners of the Lessee on January 27, 2009, which, among other things, authorized Lessee to execute the Agreement and the Schedule (the "Resolution") and (d) such other opinions, documents and matters of law as I have deemed necessary in connection with the following opinions. The Schedule and the terms and provisions of the Agreement incorporated therein by reference together with the Rental Payment Schedule attached to the Schedule are herein referred to collectively as the "Lease." All capitalized terms not defined herein shall have the meanings ascribed thereto in the Lease. Based on the foregoing, I am of the following opinions: 1. Lessee was duly created and is validly existing as a public body corporate and politic, duly organized under the laws of the State, and is a political subdivision of a state within the meaning of Section 103(c) of the Internal Revenue Code of 1986, as amended (the "Code"), and the obligations of Lessee under the Agreement will constitute an obligation of Lessee within the meaning of Section 103(a) of the Code, notwithstanding Section 103(b) of the Code]; 2. Lessee has full legal right, power and authority to adopt the Resolution, to lease and acquire the Equipment, to execute and deliver the Lease and the Acquisition Fund Agreement and to perform its obligations under the Lease and the Acquisition Fund Agreement; 3. The execution and delivery of the Lease and the Acquisition Fund Agreement by the Lessee has been duly authorized and the Lease and the Acquisition Fund Agreement have been duly executed and delivered by the Lessee; D-1 JACK_1477474.1 4. The Acquisition Fund Agreement has been duly authorized, approved, executed and delivered by and on behalf of the Lessee and is a valid and binding obligation of the Lessee enforceable in accordance with its terms, except to the extent that enforceability of the rights and remedies set forth therein may be limited by bankruptcy, insolvency or other laws affecting creditors' rights generally, and subject, as to enforceability, to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law; 5. The authorization, approval, execution and delivery of the Lease and all other proceedings of Lessee relating to the transactions contemplated thereby have been performed in accordance with all open meeting laws, public bidding laws and all other applicable state or federal laws; and 6. There is no proceeding pending or threatened in any court or before any governmental authority or arbitration board or tribunal that, if adversely determined, would adversely affect the transactions contemplated by the Lease and the Acquisition Fund Agreement or the interest of Lessor or its assigns, as the case may be, in the Equipment under the Lease. Lessor and its successors and assigns, and .any counsel rendering an opinion on the tax- exempt status of the interest components of the Rental Payments, are entitled to rely on this opinion. Respectfully submitted, County Attorney D-2 JACK_1477474.1 EXHIBIT E Form of Notice and Acknowledgement of Assignment Dated BANC OF AMERICA PUBLIC CAPITAL CORP, a Kansas corporation ( "Assignor ") hereby gives notice that it has assigned and sold to [ j ("Assignee") all of Assignor's right, title and interest in, to and under [Schedule of Property] No. [], dated [ ] (the "Lease ") to the Master Equipment Lease/Purchase Agreement ( "Equipment Lease") dated as of January _, 2009, between Assignor and St. Lucie County, Florida ( "Lessee "). For purposes of this Notice and Acknowledgment of Assignment (the "Acknowledgment"), "Lease" means collectively the Lease identified above, together with all exhibits, schedules, addenda and attachments related thereto, and all certifications and other documents delivered in connection therewith. The term "Lease" specifically excludes all other [Schedules of Property] entered into under the Equipment Lease and rental payments other than with respect to the [Schedule of Property] identified above. Each capitalized term used but not defined herein has the meaning set forth in the Equipment Lease described above. 1. Pursuant to the authority of Resolution adopted on , Lessee hereby [consents to and] acknowledges the effect of the assignment of the Lease and absolutely and unconditionally agrees to deliver to Assignee all rental payments and other amounts coming due under the Lease in accordance with the terms thereof on and after the date of this Acknowledgment. 2. Lessee hereby agrees that: (i) Assignee shall have all the rights of Lessor under the Lease and all related documents, including, but not limited to, the rights to issue or receive all notices and reports, to give all consents or agreements to modifications thereto, to receive title to the equipment in accordance with the terms of the Lease, to declare a default and to exercise all remedies thereunder; and (ii) except as provided in Section 3.03 of the Lease, the obligations of Lessee to make rental payments and to perform and observe the other covenants and agreements contained in the Lease shall be absolute and unconditional in all events without abatement, diminution, deduction, set-off or defense. 3. Lessee agrees that, as of the date of this Acknowledgment, the following information about the Lease is true, accurate and complete: Number of Rental Payments Remaining — Amount of Each Rental Payment Total Amount of Rents Remaining Frequency of Rental Payments Next Rental Payment Due Funds Remaining in Escrow Fund E-I JACK_1477474.1 4. The Lease remains in full force and effect, has not been amended and no nonappropriation or event of default (or event which with the passage of time or the giving of notice or both would constitute a default) has occurred thereunder. 5. Any inquiries of Lessee related to the Lease and any requests for escrow disbursements, if applicable, and all rental payments and other amounts coming due pursuant to the Lease on and after the date of this Acknowledgment should be remitted to Assignee at the following address (or such other address as provided to Lessee in writing from time to time by Assignee): ACKNOWLEDGED AND AGREED: LESSEE: ST. LUCIE COUNTY, FLORIDA [FOR EXHIBIT PURPOSES ONLY] By: Name: Title: ASSIGNOR: BANC OF AMERICA PUBLIC CAPITAL CORP [FOR EXHIBIT PURPOSES ONLY] By: Name: Title: E-2 JACK_1477474.1 Schedule of Property No. 1 Re: Master Equipment Lease/Purchase Agreement, dated as of January , 2009, between Banc of America Public Capital Corp, a Kansas corporation, as Lessor, and St. Lucie County, Florida, as Lessee. I . Defined Terms. All terms used herein have the meanings ascribed to them in the above -referenced Master Equipment Lease/Purchase Agreement (the "Master Equipment Lease"). 2. Equipment. The following items of Equipment are hereby included under this Schedule of the Master Equipment Lease: 58 Laptops with DVD, 46 Docking Stations, 42 High -End Desktops, 267 Standard Desktops with FDD, 146 Standard Desktops with FDD and 45 EOC Small Form Factors (all of which shall be more fully identified at such time the Lessee submits and Acquisition Fund Requisition to the Acquisition Fund Custodian in accordance with the Acquisition Fund Agreement). 3. Payment Schedule. Rental Payments. The Rental Payments shall be in such amounts and payable on such dates as set forth in the Rental Payment Schedule attached to this Schedule as Exhibit A-1. The obligation of Lessee to pay Rental Payments shall commence on the date on which the Equipment listed in this Schedule is accepted by Lessee, as indicated in an Acceptance Certificate substantially in the form of Exhibit B to the Master Equipment Lease or the date on which sufficient moneys to purchase the Equipment are deposited for that purpose with an Acquisition Fund Custodian, whichever is earlier. Purchase Price Schedule. The Purchase Price on each Rental Payment date for the Equipment listed in this Schedule shall be the amount set forth for such Rental Payment date in the "Purchase Price" column of the Rental Payment Schedule attached to this Schedule. The Purchase Price is in addition to all Rental Payments then due under this Schedule (including the Rental Payment shown on the same line in the Rental Payment Schedule). 4. Representations, Warranties and Covenants. Lessee hereby represents, warrants and covenants that its representations, warranties and covenants set forth in the Master Equipment Lease are true and correct as though made on the date of commencement of Rental Payments on this Schedule. Lessee further represents and warrants that (a) no Material Adverse Change in Lessee's financial condition has occurred since the date of the Master Equipment Lease; (b) the governing body of Lessee has authorized the execution and delivery of this Agreement and the Leases pursuant to Resolution No. , approved on January 27, 2009; (c) the Equipment described in the Agreement referenced above is essential to the functions of Lessee or to the services Lessee provides its citizens; (d) Lessee has an immediate need for, and expects to make immediate use of, substantially all such Equipment, which will be used by Lessee only for the purpose of performing one or more of Lessee's governmental or proprietary functions consistent with the permissible scope of its authority; and (e) Lessee expects and anticipates adequate funds to be available for all future payments or rent due after the current budgetary period. JACK_1477521.1 5. The Lease. The terms and provisions of the Master Equipment Lease (other than to the extent that they relate solely to other Schedules or Equipment listed on other Schedules) are hereby incorporated into this Schedule by reference and made a part hereof. 6. Lease Proceeds. The Lease Proceeds which Lessor shall pay to the Acquisition Fund Custodian in connection with this Schedule is $[640,000], all of which is for deposit to the Acquisition Fund. It is expected that by eighteen (18) months from the date of this Schedule No. 1, Lessee will have taken possession of all items of Equipment shown above and that a Lessee's Acceptance Certificate, or Acceptance Certificates, will be signed by Lessee and delivered to Lessor on or before eighteen (18) months from the date of this Schedule No. 1. 7. Acquisition Period. The Acquisition Period applicable to this Schedule shall end at the conclusion of the 18th month following the date hereof. 8. Lease Term. The Lease Term shall consist of the Original Term and two consecutive Renewal Terms, with the final Renewal Term ending on January _, 2012. 9. Purchase Option Commencement Date. Lease, the Purchase Option Commencement Date is _ For purposes of Section 10.01 of the Lessee shall be responsible for the correct titling of all Equipment leased hereunder. Lessee will cause the original Certificates of Title to be delivered to Lessor for retention in Lessor's files throughout the term of the Lease. Dated: January , 2009. Lessor: Banc of America Public Capital Corp 555 California Street, 4th Floor San Francisco, California 94104 [Name/Title] JACK_1477521.1 Lessee: St. Lucie County, Florida 2300 Virginia Avenue Fort Pierce, Florida 34982 By: [Name/Title] (Seal) Attest: By: [Name/Title] Exhibit A-1 Rental Payment Schedule Rental Payment Date Rental Payment Principal �) Amount Interest Portion Portion [*The Purchase Option Commencement Date shall be prepayment.] Date of Purchase Premium] Purchase Price[*] [Describe terms of For purposes of this Lease, "Taxable Rate," with respect to the interest component of Rental Payments, means an annual rate of interest equal to %. Lessee: ST. LUCIE COUNTY, FLORIDA By: _ Title: After payment of the applicable Purchase Price, Lessee will own the related Equipment, free and clear of any obligations under the related Lease. 3 JACK_1477521.1 Schedule of Property No. 2 Re: Master Equipment Lease/Purchase Agreement, dated as of January , 2009, between Banc of America Public Capital Corp, a Kansas corporation, as Lessor, and St. Lucie County, Florida, as Lessee. 1. Defined Terms. All terms used herein have the meanings ascribed to them in the above -referenced Master Equipment Lease/Purchase Agreement (the "Master Equipment Lease"). 2. Equipment. The following items of Equipment are hereby included under this Schedule of the Master Equipment Lease: 4 Remote-Firewall Servers, 7 Application Servers and 5 EOC Servers (all of which shall be more fully identified at such time the Lessee submits and Acquisition Fund Requisition to the Acquisition Fund Custodian in accordance with the Acquisition Fund Agreement). Payment Schedule. Rental Payments. The Rental Payments shall be in such amounts and payable on such dates as set forth in the Rental Payment Schedule attached to this Schedule as Exhibit A-1. The obligation of Lessee to pay Rental Payments shall commence on the date on which the Equipment listed in this Schedule is accepted by Lessee, as indicated in an Acceptance Certificate substantially in the form of Exhibit B to the Master Equipment Lease or the date on which sufficient moneys to purchase the Equipment are deposited for that purpose with an Acquisition Fund Custodian, whichever is earlier. Purchase Price Schedule. The Purchase Price on each Rental Payment date for the Equipment listed in this Schedule shall be the amount set forth for such Rental Payment date in the "Purchase Price" column of the Rental Payment Schedule attached to this Schedule. The Purchase Price is in addition to all Rental Payments then due under this Schedule (including the Rental Payment shown on the same line in the Rental Payment Schedule). 4. Representations Warranties and Covenants. Lessee hereby represents, warrants and covenants that its representations, warranties and covenants set forth in the Master Equipment Lease are true and correct as though made on the date of commencement of Rental Payments on this Schedule. Lessee further represents and warrants that (a) no Material Adverse Change in Lessee's financial condition has occurred since the date of the Master Equipment Lease; (b) the governing body of Lessee has authorized the execution and delivery of this Agreement and the Leases pursuant to Resolution No. , approved on January 27, 2009; (c) the Equipment described in the Agreement referenced above is essential to the functions of Lessee or to the services Lessee provides its citizens; (d) Lessee has an immediate need for, and expects to make immediate use of, substantially all such Equipment, which will be used by Lessee only for the purpose of performing one or more of Lessee's governmental or proprietary functions consistent with the permissible scope of its authority; and (e) Lessee expects and anticipates adequate funds to be available for all future payments or rent due after the current budgetary period. JACK_1477523.1 5. The Lease. The terms and provisions of the Master Equipment Lease (other than to the extent that they relate solely to other Schedules or Equipment listed on other Schedules) are hereby incorporated into this Schedule by reference and made a part hereof. 6. Lease Proceeds. The Lease Proceeds which Lessor shall pay to the Acquisition Fund Custodian in connection with this Schedule is $[430,000], all of which is for deposit to the Acquisition Fund. It is expected that by eighteen (18) months from the date of this Schedule No. 2, Lessee will have taken possession of all items of Equipment shown above and that a Lessee's Acceptance Certificate, or Acceptance Certificates, will be signed by Lessee and delivered to Lessor on or before eighteen (18) months from the date of this Schedule No. 2. 7. Acquisition Period. The Acquisition Period applicable to this Schedule shall end at the conclusion of the 18th month following the date hereof. 8. Lease Term. The Lease Term shall consist of the Original Term and four consecutive Renewal Terms, with the final Renewal Term ending on January 2014. 9. Purchase Option Commencement Date. For purposes of Section 10.01 of the Lease, the Purchase Option Commencement Date is Lessee shall be responsible for the correct titling of all Equipment leased hereunder. Lessee will cause the original Certificates of Title to be delivered to Lessor for retention in Lessor's files throughout the term of the Lease. Dated: January , 2009. Lessor: Lessee: Banc of America Public Capital Corp St. Lucie County, Florida 555 California Street, 4th Floor 2300 Virginia Avenue San Francisco, California 94104 Fort Pierce, Florida 34982 By: By: [Name/Title] [Name/Title] (Seal) Attest: By: [Name/Title] JACK_1477523.1 Exhibit A-1 Rental Payment Schedule Rental Payment Date Rental Payment () Amount Principal Interest Portion Portion [*The Purchase Option Commencement Date shall be prepayment.] Date of Purchase Premium] Purchase Price[*] [Describe terms of For purposes of this Lease, "Taxable Rate," with respect to the interest component of Rental Payments, means an annual rate of interest equal to %. Lessee: ST. LUCIE COUNTY, FLORIDA By: Title: After payment of the applicable Purchase Price, Lessee will own the related Equipment, free and clear of any obligations under the related Lease. 3 JAC K_1477523.1 ACQUISITION FUND AGREEMENT (Florida Version) This Acquisition Fund Agreement is dated January _, 2009, by and among Banc of America Public Capital Corp, a Kansas Corporation (hereinafter referred to as "Lessor"), St. Lucie County, Florida, a political subdivision existing under the laws of the State of Florida (hereinafter referred to as "Lessee"), and Bank of America, N.A., a national banking association (hereinafter referred to as "Acquisition Fund Custodian"). Reference is made to that certain Master Equipment Lease/Purchase Agreement dated as of January , 2009 between Lessor and Lessee (hereinafter referred to as the "Lease"), covering the acquisition and lease of certain equipment described in the Schedules of Property Nos. 1 and 2 thereto (the "Equipment"). It is a requirement of the Lease that the Equipment Costs of $[1,070,000] be deposited into an escrow under terms satisfactory to Lessor, for the purpose of fully funding the Lease, and providing a mechanism for the application of such amounts to the purchase of and payment for the Equipment. The parties agree as follows: 1. Creation of Acquisition Fund. (a) There is hereby created a special trust fund to be known as the "St. Lucie County Acquisition Fund," for Account No. , relating to Schedules of Property Nos. 1 and 2 to the Lease (the "Acquisition Fund") to be held in trust by the Acquisition Fund Custodian for the purposes stated herein, for the benefit of the Lessor and the Lessee, to be held, disbursed and returned in accordance with the terms hereof. (b) The Acquisition Fund Custodian shall invest and reinvest moneys on deposit in the Acquisition Fund in Qualified Investments (defined below) in accordance with written instructions received from the Lessee. The Lessee shall be solely responsible for ascertaining that all proposed investments and reinvestments are Qualified Investments and that they comply with federal, state and local laws, regulations and ordinances governing investment of such funds and for providing appropriate notice to the Acquisition Fund Custodian for the reinvestment of any maturing investment. Accordingly, neither the Acquisition Fund Custodian nor the Lessor shall be responsible for any liability, cost, expense, loss or claim of any kind, directly or indirectly arising out of or related to the investment or reinvestment of all or any portion of the moneys on deposit in the Acquisition Fund, and the Lessee agrees to and does hereby release the Acquisition Fund Custodian and the Lessor from any such liability, cost, expenses, loss or claim. Interest on the Acquisition Fund shall become part of the Acquisition Fund, and gains and losses on the investment of the moneys on deposit in the Acquisition Fund shall be borne by the Acquisition Fund. (c) For purposes of this agreement, "Qualified Investments" means any investments which meet the requirements of Section 218.415, Florida Statutes. JACK_1477525.1 EEXHIBIT ,ell (d) Unless the Acquisition Fund is earlier terminated in accordance with the provisions of paragraph (e) below, amounts in the Acquisition Fund shall be disbursed by the Acquisition Fund Custodian in payment of amounts described in Section 2 hereof upon receipt of written authorization(s) from the Lessor, as is more fully described in Section 2 hereof. If the amounts in the Acquisition Fund are insufficient to pay such amounts, the Lessee shall provide any balance of the funds needed to complete the acquisition of the Equipment. Any moneys remaining in the Acquisition Fund after the Acquisition Period (as defined in the Lease) shall be applied as provided in Section 4 hereof. (e) Each Acquisition Fund shall be terminated at the earliest of (i) the final distribution of amounts in such Acquisition Fund, (ii) written notice given by the Lessor of the occurrence of a default or termination of the Lease due to non -appropriation or (iii) the end of the Acquisition Period. (f) The Acquisition Fund Custodian may act in reliance upon any writing or instrument or signature which it, in good faith, believes to be genuine and may assume the validity and accuracy of any statement or assertion contained in such a writing or instrument. The Acquisition Fund Custodian shall not be liable in any manner for the sufficiency or correctness as to form, manner of execution, or validity of any instrument nor as to the identity, authority, or right of any person executing the same; and its duties hereunder shall be limited to the receipt of such moneys, instruments or other documents received by it as the Acquisition Fund Custodian, and for the disposition of the same in accordance herewith. (g) Unless the Acquisition Fund Custodian is guilty of gross negligence or willful misconduct with regard to its duties hereunder, to the extent provided by law the Lessee agrees to and does hereby release and indemnify the Acquisition Fund Custodian and hold it harmless from any and all claims, liabilities, losses, actions, suits or proceedings at law or in equity, or any other expense, fees or charges of any character or nature, including reasonable attorneys' fees and the cost of defending any action, suit or proceeding or resisting any claim, which it may incur or with which it may be threatened by reason of its acting as Acquisition Fund Custodian under this agreement. Nothing contained herein shall or is intended to act as a waiver of the Lessee's sovereign immunity for tort liability under Section 768.28, Florida Statutes. (h) If the Lessee and the Lessor shall be in disagreement about the interpretation of the Lease, or about the rights and obligations, or the propriety of any action contemplated by the Acquisition Fund Custodian hereunder, the Acquisition Fund Custodian may, but shall not be required to, file an appropriate civil action to resolve the disagreement. The Acquisition Fund Custodian shall be reimbursed by the Lessee for all costs, including reasonable attorneys' fees, in connection with such civil action, and shall be fully protected in suspending all or part of its activities under the Lease until a final judgment in such action is received. (i) The Acquisition Fund Custodian may consult with counsel of its own choice and shall have full and complete authorization and protection with the opinion of such counsel. The Acquisition Fund Custodian shall otherwise not be liable for any mistakes of fact or errors of judgment, or for any acts or omissions of any kind unless caused by its willful misconduct. 2 JACK_1477525.1 0) The Lessee shall reimburse the Acquisition Fund Custodian for all reasonable costs and expenses, including those of the Acquisition Fund Custodian's attorneys, agents and employees incurred for extraordinary administration of the Acquisition Fund and the performance of the Acquisition Fund Custodian's powers and duties hereunder in connection with any Event of Default under the Lease, or in connection with any dispute between Lessor and Lessee concerning the Acquisition Fund. 2. Acquisition of Property. (a) Acquisition Contracts. The Lessee will arrange for, supervise and provide for, or cause to be supervised and provided for, the acquisition of the Equipment set forth in the Schedule to the Lease, with moneys available in the Acquisition Fund. The Lessee represents the estimated costs of the Equipment are within the funds estimated to be available therefor, and the Lessor makes no warranty or representation with respect thereto. The Lessor shall have no liability under any of the acquisition or construction contracts. The Lessee shall obtain all necessary permits and approvals, if any, for the acquisition, equipping and installation of the Equipment, and the operation and maintenance thereof. (b) Authorized Acquisition Fund Disbursements. Disbursements from the Acquisition Fund shall be made for the purpose of paying (including the reimbursement to the Lessee for advances from its own funds to accomplish the purposes hereinafter described) the cost of acquiring the Equipment. (c) Requisition Procedure. No disbursement from an Acquisition Fund shall be made unless and until the Lessor has approved such requisition. Prior to disbursement from an Acquisition Fund there shall be filed with the Acquisition Fund Custodian a requisition for such payment in the form of Disbursement Request attached hereto, stating each amount to be paid, the Acquisition Fund from which the amount is to be paid, the name of the person, firm or corporation to whom payment thereof is due, and wire or transfer instructions. Each such requisition shall be signed by an authorized representative of the Lessee (an "Authorized Representative") and by Lessor. The Lessee shall also provide Lessor with an Acceptance Certificate in the form attached as Exhibit B to the Lease, executed by Lessee, together with any purchase agreement or bill of sale and invoice therefor as required by Section 5.01 of the Lease; 3. Deposit to Acquisition Fund. Upon satisfaction of the conditions specified in Section 3.05 of the Lease, Lessor will cause the Lease Proceeds to be deposited in the Acquisition Fund. The Lessee agrees to pay any costs with respect to the Equipment in excess of amounts available therefor in the Acquisition Fund. 4. Excessive Acquisition Fund. Following the final disbursement from the Acquisition Fund at the end of the Acquisition Period, or termination of the Acquisition Fund as otherwise provided herein, the Acquisition Fund Custodian shall transfer any remainder from the Acquisition Fund to the Lessor for application to amounts owed under the Lease in accordance with Section 4.07 of the Lease. 5. Miscellaneous. Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Lease. This agreement may not be amended except in writing JACK_1477525.1 signed by all parties hereto. This agreement may be executed in one or more counterparts, each of which shall be deemed to be an original instrument and each shall have the force and effect of an original and all of which together constitute, and shall be deemed to constitute, one and the same instrument. Notices hereunder shall be made in writing and shall be deemed to have been duly given when personally delivered or when deposited in the mail, first class postage prepaid, or delivered to an express carrier, charges prepaid, or sent by facsimile with electronic confirmation, addressed to each party at its address below: If to the Lessor: Banc of America Public Capital Corp 555 California Street, 41h Floor Mail Code CA5-705-04-01 San Francisco, CA 94104 Attn: Government Leasing Contract Administration Phone: (415) 765-7404 Fax: (415) 343-0533 If to the Lessee: St. Lucie County, Florida 2300 Virginia Avenue Fort Pierce, Florida 34982 Attn: Phone: Fax: If to the Acquisition Fund Custodian: Bank of America, N.A. [Address] Attn: Phone: Fax: [Remainder of Page Intentionally Left Blank; Signature Page Follows] JACK_1477525.1 IN WITNESS WHEREOF, the parties have executed this Acquisition Fund Agreement as of the date first above written. Banc of America Public Capital Corp St. Lucie County, Florida [Name/Title] Bank of America, N.A., as Acquisition Fund Custodian By:_ Name: JACK_1477525.1 [Name/Title] , 2009 ACQUISITION FUND REQUISITION NO. _ Pursuant to Section 2(c) of the Acquisition Fund Agreement dated January _, 2009 (the "Acquisition Fund Agreement"), by and among Banc of America Public Capital Corp ("Lessor"), St. Lucie County, Florida ("Lessee"), and Bank of America, N.A. ("Acquisition Fund Custodian"), the undersigned Authorized Representative of the Lessee hereby requests and authorizes the Acquisition Fund Custodian to pay to the account listed on the Disbursement Schedule, from the moneys deposited in Acquisition Fund No. (Account No. ), the aggregate sum of $ , to pay such person(s) or to reimburse the Lessee for the expenditures made by it in connection with the items of Equipment (as defined in the Lease) listed on the attached Disbursement Schedule. In connection with the foregoing request and authorization, the undersigned hereby certifies that: (A) He or she is an Authorized Representative under the Acquisition Fund Agreement; (B) An obligation in the stated amount has been incurred by the Lessee, and the same is a proper charge against the Acquisition Fund described above for costs relating to the Equipment identified in the Schedule relating to such Acquisition Fund, and has not been previously paid; (C) The Authorized Representative has no notice of any vendor's, mechanic's or other liens or rights to liens, chattel mortgages, conditional sales contracts or security interests which should be satisfied or discharged before such payment is made; (D) This requisition contains no item representing payment on account, or any retained percentages which the Lessee is, at the date of such certificate, entitled to retain; (E) The Equipment is insured in accordance with the Lease; (F) No Event of Default, and no event which with notice or lapse of time, or both, would become an Event of Default under the Lease has occurred and is continuing at the date hereof, and (G) No material adverse change in Lessee's financial condition has occurred since the date of the Lease. A-] JACK_1477525.1 This statement and all exhibits hereto, including the Disbursement Schedule, shall be conclusive evidence of the facts and statements set forth herein and shall constitute full warrant, protection and authority to the Acquisition Fund Custodian for its actions taken pursuant hereto. Dated: , 200_ ST. LUCIE COUNTY, FLORIDA LOW Approved: BANC OF AMERICA PUBLIC CAPITAL CORP By:_ Name: Title: Authorized Representative A-2 JACK_1477525.1 DISBURSEMENT SCHEDULE Payee Name and Address Invoice Number Amount Purpose Disbursement Instructions: Amounts to be disbursed pursuant to this Disbursement Schedule shall be transferred to: • Account No. Account Holder: Financial Institution: Bank of America, N.A. or wired to: • ABA Routing #: Account No.: Account Holder: Financial Institution Name: Financial Institution Address: Financial Institution Phone: A-3 4ACK_1477525.1 F&L Draft of 1/16/2009 Master Equipment Lease/Purchase Agreement by and between BANC OF AMERICA PUBLIC CAPITAL CORP ("Lessor") and ST. LUCIE COUNTY, FLORIDA ("Lessee") Dated as of: January _, 2009 JACK_1477474.1 TABLE OF CONTENTS Page ARTICLEI........................................................................................................................................... I Section1.01. Definitions........................................................................................................ l ARTICLEII.........................................................................................................................................4 Section 2.01. Representations and Covenants of Lessee.......................................................4 Section 2.02. Representations and Covenants of Lessor . ...................................................... 7 ARTICLEIII........................................................................................................................................7 Section 3.01. Lease of Equipment.......................................................................................... 7 Section 3.02. Continuation of the Lease Term.......................................................................7 Section3.03. Nonappropriation.............................................................................................7 Section3.04. Substitution.......................................................................................................8 Section 3.05. Conditions to Lessor's Performance Under Any Lease ................................... 8 ARTICLEIV......................................................................................................................I.................9 Section4.01. Rental Payments...............................................................................................9 Section 4.02. Interest and Principal Components.................................................................. 9 Section 4.03. Rental Payments to Constitute a Current Expense of Lessee .........................10 Section 4.04. Rental Payments to be Unconditional............................................................10 Section4.05. Tax Covenants................................................................................................10 Section 4.06. Event of Taxability......................................................................................... l 1 Section 4.07. Mandatory Prepayment.................................................................................. I 1 ARTICLEV. ...................................................................................................................................... I I Section 5.01. Delivery, Installation and Acceptance of Equipment.....................................11 Section 5.02. Enjoyment of Equipment................................................................................ I I Section 5.03. Location and Inspection of the Equipment..................................................... 12 Section 5.04. Use and Maintenance of the Equipment.........................................................12 ARTICLEVI......................................................................................................................................13 Section 6.01. Title to the Equipment....................................................................................13 Section 6.02. Personal Property..........................................................................................13 ARTICLEVII....................................................................................................................................13 Section 7.01. Liens, Taxes, Other Governmental Charges and Utility Charges.................13 Section7.02. Insurance........................................................................................................14 Section7.03. Risk of Loss.....................................................................................................14 Section7.04. Advances.........................................................................................................14 JACK_1477474.1 -11- ARTICLEVIII................................................................................................................................... 15 Section 8.01. Damage, Destruction and Condemnation......................................................15 Section 8.02. Insufficiency of Net Proceeds.........................................................................15 ARTICLEIX......................................................................................................................................16 Section 9.01. Disclaimer of Warranties...............................................................................16 Section 9.02. Vendor's Warranties......................................................................................16 ARTICLEX.......................................................................................................................................16 Section 10.01. Purchase Option.............................................................................................16 ARTICLEXI......................................................................................................................................17 Section .11.01. Assignment by Lessor.....................................................................................17 Section 11.02. Assignment and Subleasing by Lessee...........................................................17 ARTICLEXII....................................................................................................................................17 Section 12.01. Events of Default Defined ............................................... .......17 ........................ Section 12.02. Remedies on Default.......................................................................................18 Section 12.03. No Remedy Exclusive.....................................................................................19 Section 12.04. Application of Moneys....................................................................................19 ARTICLEXIII...................................................................................................................................20 Section 13.01. No Fees Paid by Lessor..................................................................................20 Section13.02. Notices............................................................................................................20 Section 13.03. Binding Effect................................................................................................. 20 Section 13.04. Severability.....................................................................................................20 Section 13.05, Amendments, Changes and Modifications.....................................................20 Section 13.06. Execution in Counterparts.............................................................................20 Section 13.07. Applicable Law...............................................................................................20 Section13.08. Captions.........................................................................................................20 EXHIBITS Exhibit A -- Form of Schedule of Property and Rental Payment Schedule Exhibit B -- Form of Acceptance Certificate Exhibit C -- Form of Clerk Certificate Exhibit D -- Form of Opinion of Counsel to Lessee Exhibit E -- Form of Notice and Acknowledgement of Assignment JACK_1477474.1 -i i i- Master Equipment Lease/Purchase Agreement This Master Equipment Lease/Purchase Agreement (this "Agreement") dated as of January _, 2009, and entered into between BANC OF AMERICA PUBLIC CAPITAL CORP, a Kansas Corporation ("Lessor"), and the ST. LUCIE COUNTY, a political subdivision existing under the laws of the State of Florida ("Lessee"). WITNESSETH: WHEREAS, Lessee desires to lease and acquire from Lessor certain equipment described in each Schedule (as each such term is defined herein), subject to the terms and conditions of and for the purposes set forth in each Lease; and in the event of a conflict with the terms of this Agreement the terms of a Schedule prevail; and WHEREAS, the relationship between the parties shall be a continuing one and items of equipment may be added to the Equipment from time to time by execution of additional Schedules by the parties hereto and as otherwise provided herein; and WHEREAS, Lessee is authorized under the constitution and laws of the State to enter into this Agreement and the Schedules hereto for the purposes set forth herein; NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, and in consideration of the premises hereinafter contained, the parties hereby agree as follows: ARTICLE 1. Section 1.01. Definitions. The following terms will have the meanings indicated below unless the context clearly requires otherwise: "Acquisition Amount" means the amount specified in each Lease and represented by Lessee to be sufficient to acquire the Equipment listed in such Lease. "Acquisition Fund " means, with respect to any Lease, the fund established and held by the Acquisition Fund Custodian pursuant to the related Acquisition Fund Agreement, if any. "Acquisition Fund Agreement" means, with respect to any Lease, an Acquisition Fund Agreement in form and substance acceptable to and executed by Lessee, Lessor and the Acquisition Fund Custodian, pursuant to which an Acquisition Fund is established and administered. "Acquisition Fund Custodian" means the acquisition fund custodian or depository bank of Lessee identified in any Acquisition Fund Agreement, and its successors and assigns. "Acquisition Period" means, with respect to each Lease, that period stated in the Schedule to such Lease, during which the Lease Proceeds attributable to such Lease may be expended on Equipment Costs. JACK_1477474.1 "Act" means, collectively, Chapter 125, Florida Statutes, the Constitution of the State, and other applicable provisions of law. "Agreement" means this Master Equipment Lease/Purchase Agreement, including the exhibits hereto, together with any amendments and modifications to the Agreement pursuant to Section 13.05. "Code" means the Internal Revenue Code of 1986, as amended. Each reference to a Section of the Code herein shall be deemed to include the United States Treasury Regulations proposed or in effect thereunder. "Commencement Date" means, for each Lease, the date when Lessee's obligation to pay Rental Payments commences under such Lease, which date shall be the earlier of (i) the date on which the Equipment listed in such Lease is accepted by Lessee in the manner described in Section 5.01, or (ii) the date on which sufficient moneys to purchase the Equipment listed in such Lease are deposited for that purpose with an Acquisition Fund Custodian. "Contract Rate" means the rate identified as such in the applicable Schedule. "Equipment" means the property listed in each of the Leases and all replacements, repairs, restorations, modifications and improvements thereof or thereto made pursuant to Section 8.01 or Article V. Whenever reference is made in this Agreement to Equipment listed in a Lease, such reference shall be deemed to include all such replacements, repairs, restorations, modifications and improvements of or to such Equipment. "Equipment Costs" means, to the extent permitted by the Act, the total cost of the Equipment listed in each Lease, including soft costs such as freight, installation and taxes paid up front by Lessor and all capitalizable consulting and training fees approved by Lessor, legal fees, financing costs, motor vehicle registration fees, recording and filing fees, and other costs necessary to vest full, clear legal title to the Equipment in Lessee and to place the same in operation, and otherwise incurred in connection with the financing provided by the lease -purchase of the Equipment as provided in each Lease; provided that (i) any such soft costs on a cumulative basis shall not exceed a percentage of the Maximum Equipment Cost approved by Lessor, and (ii) in no event shall capitalizable delivery charges, installation charges, taxes and similar capitalizable "soft costs" relating to such Equipment exceed 20% of the total cost of such Equipment as determined by Lessor. "Expense Fund" means, with respect to any Lease, the fund established and held by the Acquisition Fund Custodian pursuant to the related Acquisition Fund Agreement. "Event of Default" means an Event of Default described in Section 12.01. "Lease" means a Schedule and the terms of this Agreement which are incorporated by reference into such Schedule. Each Schedule with the incorporated terms of this Agreement shall constitute a separate and independent Lease. -2- JACK_1477474.1 "Lease Proceeds" means, with respect to each Lease, the total amount of money to be paid by Lessor to the Acquisition Fund Custodian for deposit and application in accordance with such Lease and the Acquisition Fund Agreement, or if there is no Acquisition Fund Agreement, the amounts paid to Lessee to finance Equipment Costs. "Lease Term" for each Lease means the Original Term and all Renewal Terms therein provided and for this Agreement means the period from the date hereof until this Agreement is terminated. "Lessee" means the entity referred to as Lessee in the first paragraph of this Agreement. "Lessor" means (a) the entity referred to as Lessor in the first paragraph of this Agreement or (b) any assignee or transferee of any right, title or interest of Lessor in and to the Equipment under a Lease or any Lease (including Rental Payments thereunder) pursuant to Section 11.01, but does not include any entity solely by reason of that entity retaining or assuming any obligation of Lessor to perform under a Lease. "Material Adverse Change" means (a) prior to the Utilization Period Expiration, a downgrade in Lessee's external debt rating for general obligation indebtedness of the Lessee of two or more subgrades by either Moody's Investors Service, Inc. or Standard & Poor's Ratings Group or any equivalent successor credit rating agency, or any downgrade by either such agency that would cause Lessee's credit rating to be below investment grade, and (b) thereafter, any change in Lessee's creditworthiness that could have a material adverse effect on (i) the financial condition or operations of Lessee, or (ii) Lessee's ability to perform its obligations under this Agreement or any Lease. "Maximum Equipment Cost" means the cumulative amount specified in the latest Schedule executed under this Agreement. "Original Term" means the period from the Commencement Date for each Lease until the end of the fiscal year of Lessee in effect at such Commencement Date. "Purchase Price" means, with respect to the Equipment listed on a Lease, the amount that Lessee may pay to Lessor to purchase such Equipment as provided in such Lease. "Renewal Terms" means the renewal terms of each Lease, each having a duration of one year and a term coextensive with Lessee's fiscal year, as specified in the Schedule applicable thereto. "Rental Payments" means the basic rental payments payable by Lessee under each Lease pursuant to Section 4.01, in each case consisting of a principal component and an interest component. "Schedule" means each separately numbered Schedule of Property substantially in the form of Exhibit A hereto together with a Rental Payment Schedule attached thereto substantially in the form of Exhibit A -I hereto. "State" means the State of Florida. -3- JACK_1477474.1 "Utilization Period Expiration " means the date with respect to each Lease not funded under an Acquisition Fund Agreement, by which Lessee must deliver an Acceptance Certificate for the Equipment under such Lease as indicated in Section 5.01(a). "Vendor" means the manufacturer or supplier of the Equipment or any other person as well as the agents or dealers of the manufacturer or supplier from whom Lessor arranged the acquisition and financing of the Equipment pursuant to the applicable Lease. ARTICLE II. Section 2.01. Representations and Covenants of Lessee. This Section 2.01 sets forth facts and estimates upon which Lessor and its counsel may rely regarding the exclusion of the interest portion of the Rental Payments from the gross income of Lessor, and the facts and estimates upon which Lessee bases its reasonable expectation that the obligation to make Rental Payments pursuant to the Leases does not create an arbitrage bond under Section 148 of the Internal Revenue Code of 1986, as amended, and applicable Treasury Regulations. Lessee represents, covenants and warrants for the benefit of Lessor on the date hereof and as of the Commencement Date of each Lease as follows: (a) Lessee is a state or a political subdivision thereof within the meaning of Section 103(c) of the Code, duly organized and existing under the constitution and laws of the State, including the Act, with full power and authority to enter into this Agreement and each Lease and the transactions contemplated hereby, and to perform all of its obligations hereunder and under each Lease. (b) Lessee has duly authorized the execution and delivery of this Agreement and each Lease by proper action of its governing body at a meeting duly called, regularly convened and attended throughout by the requisite quorum of the members thereof, or by other appropriate official approval, and all requirements have been met and procedures have occurred in order to ensure the validity and enforceability of this Agreement and each Lease. (c) No event or condition that constitutes, or with the giving of notice or the lapse of time or both would constitute, an Event of Default exists at the date hereof. Lessee is not in default under any indenture, mortgage, deed of trust, bank loan, credit agreement or other instrument to which Lessee is a party. (d) The entering into and performance of each Lease by Lessee will not violate any judgment, order, or regulation applicable to Lessee, and except as otherwise expressly provided in this Agreement, result in the creation of any lien, charge, security interest, or other encumbrance upon any assets of Lessee pursuant to any indenture, mortgage, deed of trust, bank loans, credit agreement or other instrument to which Lessee is a party or by which it or its assets may be bound. (e) There are no actions, suits or proceedings pending or, to the knowledge of Lessee, threatened against or affecting Lessee in any court or before any governmental commission, board or authority, which, if adversely determined, will have a material adverse effect on the ability on Lessee to perform its obligations under this Agreement or any Lease. -4- JACK_1477474.1 (f) Lessee has complied and will comply with Section 218.38, Florida Statutes, with respect to each Lease. (g) The interest rate for the interest portion of the Rental Payments, on the first date interest begins to accrue, does not exceed a rate of interest permitted by Section 215.84, Florida Statutes. (h) Lessee will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as a political subdivision within the meaning of Section 103(c) of the Code. (i) Lessee has complied and will comply with such open meeting laws and public bidding requirements as may be applicable to this Agreement and each Lease and the acquisition by Lessee of the Equipment as provided in each Lease or, in the case of public bidding requirements, has otherwise complied and will comply with Section 218.385(1), Florida Statutes, in connection with each Lease. 0) During the Lease Term, the Equipment will be used by Lessee only for the purpose of performing essential governmental or proprietary functions of Lessee permitted under the Act. Lessee does not intend to sell or otherwise dispose of the Equipment or any interest therein prior to the last Rental Payment (including all Renewal Terms) scheduled to be paid under each Lease. (k) Lessee has kept and throughout the Lease Term shall keep its books and records in accordance with generally accepted accounting principles and practices consistently applied, and shall deliver to Lessor (i) annual audited financial statements (including a balance sheet, statement of revenues, expenses and changes in fund balances for budget and actual, statement of cash flows and notes, and schedules and attachments to the financial statements) within 270 days of its fiscal year end, (ii) such other financial statements and information as Lessor may reasonably request, and (iv) its annual budget for the following fiscal year when approved but not later than 30 days prior to its current fiscal year end. Such statements in clause (i) above shall be accompanied by an unqualified opinion of Lessee's auditor. Credit information relating to Lessee may be disseminated among Lessor and any of its affiliates and any of their respective successors and assigns. (1) Lessee has an immediate need for the Equipment listed on each Schedule and expects to make immediate use of the Equipment listed on each Schedule. Lessee's need for the Equipment is not temporary and Lessee does not expect the need for any item of the Equipment to diminish during the Lease Term of such item. The use of the Equipment is essential to Lessee's proper efficient and economic operation. (m) The original proceeds of each Lease, and the interest to be earned thereon, do not and will not exceed the amount necessary for the purpose for which such Lease is executed. (n) No sinking fund is expected to be created by Lessee with respect to any Lease or the Rental Payments. -5- JACK_1477474.1 (o) No other governmental obligations of Lessee are being issued at substantially the same time and sold pursuant to a common plan of financing which will be paid out of (or have substantially the same claim to be paid out of) substantially the same source of funds as each Lease. (p) No portion of the amounts received pursuant to each Lease will be used as a substitute for other funds which were otherwise to be used as a source of financing for any portion of the costs of Equipment and which have been and will be used to acquire, directly or indirectly, obligations producing a yield in excess of the yield on each Lease. (q) In connection with the execution and delivery of each Lease, no action has or will be taken which attempts to circumvent the provisions of Section 148 of the Code and the regulations promulgated thereunder by (i) enabling Lessee to exploit the difference between tax-exempt and taxable interest rates to gain a material financial advantage and (ii) over burdening the tax-exempt bond market. (r) Lessee will not directly or indirectly use or permit the use of any proceeds of a Lease, or take or omit to take any action, that would cause the Rental Payments to be "federally guaranteed" within,the meaning of Section 149(b) of the Code. (s) Lessee will submit to the Secretary of the Treasury information reporting statements and other information related to each Lease at the times and in the forms required by the Code. (t) To the best of the knowledge and belief of Lessee, the expectations of Lessee, as set forth in this Section 2.01, are reasonable, and there are no present facts, estimates and circumstances which would change the expectations contained therein. (u) There is no pending litigation, tax claim, proceeding or dispute that may materially adversely affect Lessee's financial condition or impairs its ability to perform its obligations hereunder. Lessee will, at its expense, maintain its legal existence in good standing and do any further act and execute, acknowledge, deliver, file, register and record any further documents Lessor may reasonably request in order to protect Lessor's rights and benefits under this Lease. (v) The payment of the Rental Payments or any portion thereof is not (under the terms of any Lease or any underlying arrangement) directly or indirectly (1) secured by any interest in property used or to be used in any activity carried on by any person other than a state or local governmental unit or payments in respect of such property; or (2) on a present value basis, derived from payments (whether or not to Lessee) in respect of property, or borrowed money, used or to be used in any activity carried on by any person other than a state or local governmental unit. The Equipment will not be used, directly or indirectly, in any activity carried on by any person other than a state or local governmental unit. No portion of the Equipment Costs for the Equipment will be used, directly or indirectly, to make or finance loans to any person other than Lessee. Lessee has not entered into any management or other service contract with respect to the use and operation of the Equipment. JACK_1477474.1 (w) Lessee has reviewed and will review Internal Revenue Service Form 8038-G to be filed in connection with the execution and delivery of each Lease, and all of the information contained therein is, and will be, to the best of Lessee's knowledge, true and correct, and Lessee will cause such Form 8038-G to be filed not later than 30 days after the execution and delivery of each Lease. Section 2.02. Representations and Covenants of Lessor. Lessor represents, covenants and warrants for the benefit of Lessee on the date hereof and as of the Commencement Date of each Lease that it has and will comply with Section 218.385(2) and Section 218.385(3), Florida Statutes, with respect to each Lease. ARTICLE III. Section 3.01. Lease of Equipment. Subject to the terms of this Master Lease, Lessor agrees to provide the funds specified as the "Acquisition Amount" in each Lease to acquire the Equipment. Upon the execution of each Lease, Lessor demises, leases, transfers and lets to Lessee, and Lessee acquires, rents and leases from Lessor, the Equipment as set forth in such Lease and in accordance with the terms thereof. The latest date for any funding under this Agreement is the Funding Expiration Date. Section 3.02. Continuation of the Lease Term. The Lease Term for each Lease may be continued, solely at the option of Lessee, at the end of the Original Term or any Renewal Term for the next succeeding Renewal Term up to the maximum Lease Term set forth in such Lease. At the end of the Original Term and at the end of each Renewal Term until the maximum Lease Term has been completed, Lessee shall be deemed to have exercised its option to continue each Lease for the next Renewal Term unless Lessee terminates such Lease pursuant to Section 3.03 or Section 10.01. The terms and conditions during any Renewal Term shall be the same as the terms and conditions during the Original Term, except that the Rental Payments shall be as provided in the applicable Lease. Lessee intends, subject to Section 3.03, to continue the Lease Term of each Lease through the Original Term and all Renewal Terms and to pay the Rental Payments thereunder. Lessee affirms that sufficient funds are available for the current fiscal year, and Lessee reasonably believes that an amount sufficient to make all Rental Payments during the entire Lease Term of each Lease can be obtained from legally available funds of Lessee. Subject to Section 3.03, Lessee further intends to do all things lawfully within its power to obtain and maintain funds sufficient and available to discharge its obligation to make Rental Payments due hereunder, including making provision for such payments to the extent necessary in each budget or appropriation request submitted and adopted in accordance with applicable provisions of law. Section 3.03. Nonappropriation. Lessee is obligated only to pay such Rental Payments under each Lease as may lawfully be made from funds budgeted and appropriated for that purpose during Lessee's then current fiscal year. Should Lessee fail to budget, appropriate or otherwise make available funds to pay Rental Payments under any Lease following the then current Original Term or Renewal Term, such Lease or Leases shall be deemed terminated at the end of the then current Original Term or Renewal Term. Lessee agrees to deliver notice to Lessor of such termination promptly after any decision to non -appropriate is made, but failure to give such notice shall not extend the term beyond such Original Term or Renewal Term. If any Lease is terminated -7- JACK_1477474.1 in accordance with this Section, Lessee agrees to peaceably deliver the Equipment to Lessor at the location(s) to be specified by Lessor or purchase the Equipment pursuant to Section 10.01(a). In the event Lessee agrees to peaceably deliver the Equipment to Lessor as set forth above, Lessor shall use its best efforts to sell or lease such Equipment or, for the account of Lessee, sublease such Equipment. If Lessee returns the Equipment and Lessor sells, leases or otherwise disposes of any or all of the Equipment, Lessor shall apply the proceeds of such sale, lease or other disposition as described in Section 12.04. Lessee shall not be liable for any deficiency after sale, lease or other disposition of the Equipment. Section 3.04. Substitution. Lessee reserves the right to substitute Equipment of the same quantity and general type with the approximate equal value, utility and remaining useful life as the Equipment so replaced. Such substitution is subject to Lessor's "prior written consent, which consent shall not be unreasonably withheld, and shall be reflected in an amendment to the appropriate Schedule. Section 3.05. Conditions to Lessor's Performance Under Any Lease. (a) As a prerequisite to the performance by Lessor of any of its obligations pursuant to any Lease, Lessee shall deliver to Lessor the following: (i) A fully completed Schedule, executed by Lessee; (ii) An Acquisition Fund Agreement, executed by Lessee and the Acquisition Fund Custodian, unless Lessor pays 100% of the Acquisition Amount directly to the Vendor (or to Lessee in reimbursement for payments to the Vendor) upon execution of the Lease; (iii) A Certificate executed by the Clerk or Secretary or other comparable officer of Lessee, in substantially the form attached hereto as Exhibit C, completed to the satisfaction of Lessor; (iv) A certified copy of a resolution or other official action of Lessee's governing body authorizing the execution and delivery of the Lease and performance by Lessee of its obligations thereunder; and if a Lease provides for reimbursement of Lessee for amounts paid to a Vendor prior to the execution and delivery of the Lease, a certified copy of a reimbursement resolution of Lessee; (v) An opinion of counsel to Lessee in substantially the form attached hereto as Exhibit D respecting such Lease and otherwise satisfactory to Lessor; (vi) Evidence of insurance as required by Section 7.02 hereof, (vii) All other closing documents reasonably required by Lessor, including certificates, notices and similar instruments, in form satisfactory to Lessor; (viii) A copy of a fully completed and executed Form 8038-G; -8- JACK_1477474.1 (ix) If any Equipment units are motor vehicles, properly completed certificates of title for such vehicles; and (x) Such other items, if any, as are set forth in such Lease or are reasonably required by Lessor. (b) In addition, the entering into by Lessor of any Lease shall be subject to (i) no Material Adverse Change in the financial condition of Lessee since the date of this Agreement, (ii) no Event of Default having occurred and (iii) if no Acquisition Fund has been established, the Equipment must be accepted by Lessee no later than the date listed as the Utilization Period Expiration in the applicable Schedule. (c) This Agreement is not a commitment by Lessor to enter into any Lease not currently in existence, and nothing in this Agreement shall be construed to impose any obligation upon Lessor to enter into any proposed Lease, it being understood that whether Lessor enters into any proposed Lease shall be a decision solely within Lessor's discretion. (d) Subject to satisfaction of the foregoing, Lessor will pay the Acquisition Amount for Equipment described in a Schedule to the Vendor (or to reimburse Lessee for payments to the Vendor), as applicable, upon receipt of the documents described in Section 5.01; or if an Acquisition Fund has been established pursuant to an Acquisition Fund Agreement, Lessor will deposit the Acquisition Amount for Equipment described in the Schedule with the Acquisition Fund Custodian. (e) Lessee will cooperate with Lessor in Lessor's review of any proposed Lease. Without limiting the foregoing, Lessee will provide Lessor with any documentation or information Lessor may request in connection with Lessor's review of any proposed Lease. Such documentation may include, without limitation, documentation concerning the Equipment and its contemplated use and location and documentation or information concerning the financial status of Lessee and other matters related to Lessee. ARTICLE IV. Section 4.01. Rental Payments. (a) Subject to Section 3.03, Lessee shall promptly pay Rental Payments, in lawful money of the United States of America, to Lessor on the dates and in such amounts as provided in each Lease. Lessee shall pay Lessor a charge on any Rental Payment not paid on the date such payment is due at a rate equal to the Contract Rate plus 5% per annum or the maximum amount permitted by law, whichever is less, from such date. Rental Payments consist of principal and interest payments as more fully detailed on each Schedule, the interest on which begins to accrue as of the Commencement Date for each such Schedule. (b) The interest component of Rental Payments shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Section 4.02. Interest and Principal Components. A portion of each Rental Payment is paid as, and represents payment of, interest, and the balance of each Rental Payment is paid as, and -9- JACK_1477474.1 represents payment of, principal. Each Lease shall set forth the principal and interest components of each Rental Payment payable thereunder during the Lease Term. Section 4.03. Rental Payments to Constitute a Current Expense of Lessee. Lessor and Lessee understand and intend that the obligation of Lessee to pay Rental Payments under each Lease shall constitute a current expense of Lessee payable solely from its general fund or other funds that are legally available for that purpose and shall not in any way be construed to be a debt of Lessee in contravention of any applicable constitutional or statutory limitation or requirement concerning the creation of indebtedness by Lessee. THE RENTAL PAYMENTS ARE TO BE MADE ONLY FROM LESSEE'S LEGALLY AVAILABLE REVENUES APPROPRIATED ON AN ANNUAL BASIS, AND NEITHER LESSEE, THE STATE, NOR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF SHALL BE OBLIGATED TO PAY ANY SUMS DUE UNDER A LEASE FROM THE COMPELLED LEVY OF AD VALOREM OR OTHER TAXES EXCEPT FROM THOSE LEGALLY AVAILABLE REVENUES APPROPRIATED BY LESSEE ON AN ANNUAL BASIS, AND NEITHER THE FULL FAITH AND CREDIT NOR THE TAXING POWER OF LESSEE, THE STATE OF FLORIDA OR ANY POLITICAL SUBDIVISION THEREOF ARE PLEDGED FOR PAYMENT OF SUCH SUMS DUE UNDER A LEASE. Section 4.04. Rental Payments to be Unconditional. Except as provided in Section 3.02 and Section 3.03, the obligations of Lessee to make Rental Payments and to perform and observe the other covenants and agreements contained in each Lease shall be absolute and unconditional in all events without abatement, diminution, deduction, set-off or defense, for any reason, including without limitation any failure of the Equipment, after it has been accepted by Lessee, any defects, malfunctions, breakdowns or infirmities in the equipment or any accident, condemnation or unforeseen circumstances. Section 4.05. Tax Covenants. (a) Lessee agrees that it will not take any action that would cause the interest component of Rental Payments to be or to become ineligible for the exclusion from gross income of the owner or owners thereof for federal income tax purposes, and will not fail to take in a timely manner any action necessary to maintain the exclusion of the interest component of the Rental Payments from gross income of the owner or owners thereof for federal income tax purposes, including, without limitation, the calculation and payment of any rebate required to preserve such exclusion. Subject to Lessee's right to terminate the Lease as provided herein, the foregoing covenant shall remain in effect until the date on which all obligations of Lessee in fulfilling the above covenant under the Code have been met. (b) In the event that Lessee does not spend the moneys in the Acquisition Fund within six (6) months of the date the deposit is made pursuant to Section 3.04(c), Lessee will, if required by section 148(f) of the Code to pay rebate: (i) establish a Rebate Account and deposit the Rebate Amount (as defined in Section 1.148-3(b) of the Federal Income Tax Regulations) not less frequently than once per year after the applicable Commencement Date; and (ii) rebate to the United States, not less frequently than once every five (5) years after the applicable Commencement Date, an amount equal to at least 90% of the Rebate Amount and within 60 days after payment of all Rental Payments or the Purchase Price as provided in Section 10.01(a) hereof, 100% of the Rental Payments or the Purchase Price and shall maintain such determination, together with any supporting documentation required to calculate the Rebate Amount, until six (6) years after the date of the final payment of the Rental Payments or the Purchase Price. Sin JACK_1477474.1 Section 4.06. Event of Taxability. Upon the occurrence of an Event of Taxability, the interest component shall be at the Taxable Rate, as defined in the Rental Payment Schedule, retroactive to the date as of which the interest component is determined by the Internal Revenue Service to be includible in the gross income of the owner or owners thereof for federal income tax purposes, and Lessee will pay such additional amount as will result in the owner receiving the interest component at the Taxable Rate. Lessee will also pay any penalties and interest charged to Lessor by the Internal Revenue Service in connection with an Event of Taxability. For purposes of this section, "Event of Taxability" means (i) a final determination of the Internal Revenue Service or other agency or entity having lawful jurisdiction over the matter, after any and all applicable appeals rights within such agency have been exhausted or after Lessee chooses not to appeal such determination, or (ii) a determination by a court having lawful jurisdiction over the matter, which determination is not subject to appeal or which Lessor in its sole discretion chooses not to appeal, that the interest component is includible for federal income tax purposes in the gross income of the owner thereof due to Lessee's action or failure to take any action.. Section 4.07. Mandatory Prepayment. If the Lease Proceeds are deposited into an Acquisition Fund, any funds remaining in the Acquisition Fund on or after the Acquisition Period and not applied to Equipment Costs, shall be applied by Lessor on the next Rental Payment date, pro rata to the prepayment of the principal component of the outstanding Rental Payments due under the applicable Schedule. ARTICLE V. Section 5.01. Delivery, Installation and Acceptance of Equipment. (a) Lessee shall order the Equipment, cause the Equipment to be delivered and installed at the location specified in the Leases, and pay any and all delivery and installation costs and other Equipment Costs in connection therewith. When the Equipment listed in any Lease has been delivered and installed, Lessee shall promptly accept such Equipment and evidence said acceptance by executing and delivering to Lessor an Acceptance Certificate in the form attached hereto as Exhibit B. (b) Lessee shall deliver to Lessor original invoices and bills of sale furnished by the Vendor (if title to such Equipment has passed to Lessee) relating to each item of Equipment accepted by Lessee. With respect to Equipment not purchased through an Acquisition Fund, Lessor shall, upon receipt of an Acceptance Certificate from Lessee, prepare a Schedule of Property and Rental Payment Schedule in the forms attached hereto as Exhibit A and Exhibit A-1, respectively. Lessee shall execute and deliver such Schedules to Lessor within 5 business days of receipt. Section 5.02. Enjoyment of Equipment. Lessor shall provide Lessee with quiet use and enjoyment of the Equipment during the Lease Term, and Lessee shall peaceably and quietly have, hold and enjoy the Equipment during the Lease Term, without suit, trouble or hindrance from Lessor, except as otherwise expressly set forth in the related Lease. Lessor shall not interfere with such quiet use and enjoyment during the Lease Term so long as Lessee is not in default under the related Lease. JACK_1477474.1 Section 5.03. Location and Inspection of the Equipment. Once installed, Lessee will not move any item of the Equipment from the location specified for it in the Lease on which such item is listed without Lessor's consent, which consent shall not be unreasonably withheld. Lessor shall have the right at all reasonable times during regular business hours to enter into and upon the property of Lessee for the purpose of inspecting the Equipment. Lessee shall promptly provide any information about the Equipment or a Lease that may be reasonably requested by Lessor. Section 5.04. Use and Maintenance of the Equipment. Lessee will not install, use, operate, or maintain the Equipment improperly, carelessly, in violation of any applicable law or in a manner contrary to that contemplated by the related Lease. Lessee shall provide all permits and licenses, if any, necessary for the installation and operation of the Equipment. In addition, Lessee agrees to comply in all respects with all applicable laws, regulations and rulings of any legislative, executive, administrative, or judicial body; provided that Lessee may contest in good faith the validity or application of any such law, regulation or ruling in any reasonable manner that does not, in the opinion of Lessor, adversely affect the interest (including the reversionary interest) of Lessor in and to the Equipment or its interest or rights under the Lease. Lessee agrees that it will maintain, preserve, and keep the Equipment in good repair and working order, in a condition comparable to that recommended by the manufacturer. Lessor shall have no responsibility to maintain, repair or make improvements or additions to the Equipment. In all cases, Lessee agrees to pay any costs necessary for the manufacturer to re -certify the Equipment as eligible for manufacturer's maintenance upon the return of the Equipment to Lessor as provided for herein. Lessee shall not alter any item of Equipment or install any accessory, equipment or device on an item of Equipment if that would impair any applicable warranty, the originally intended function or the value of that Equipment. All repairs, parts, accessories, equipment and devices furnished, affixed to or installed on any Equipment, excluding temporary replacements, shall thereupon become subject to the Lease. -12- JACK_1477474.1 ARTICLE VI. Section 6.01. Title to the Equipment. During each Lease Term, and so long as Lessee is not in default under Article XII hereof and no event of non -appropriation has occurred under Section 3.03 hereof, all right, title and interest in and to each item of the Equipment shall be vested in Lessee immediately upon its acceptance of each item of Equipment, subject to the terms and conditions of the applicable Lease and to the rights of the Lessor in and to the Equipment pursuant to Section 3.03 and Article XII hereof. Lessee shall at all times protect and defend, at its own cost and expense, its title in and to the Equipment from and against all claims, liens and legal processes of its creditors, and keep all Equipment free and clear of all such claims, liens and processes. Upon the occurrence of an Event of Default or upon termination of a Lease pursuant to Section 3.03 hereof, unless Lessee has elected not to return the Equipment and to purchase it pursuant to Section 10.01(a), full and unencumbered legal title to the Equipment shall be vested in the Lessor and the Lessee shall have no further interest therein (except to the extent provided in Section 3.03, Section 12.02(c) and Section 12.04) and the Lessee shall take all action necessary to evidence the vesting of title in the Lessor within 10 days of such occurrence or termination. In addition, upon the occurrence of such an Event of Default or such termination, Lessee shall execute and deliver to Lessor such documents as Lessor may request to evidence the vesting of such legal title in the Lessor and the termination of Lessee's interest therein, and upon request by Lessor shall deliver possession of the Equipment to Lessor in accordance with Section 3.03 or Section 12.02, as the case may be. Upon purchase of the Equipment under a Lease by Lessee pursuant to Section 10.01, Lessor's interest in the Equipment shall terminate, and Lessor shall execute and deliver to Lessee such documents as Lessee may request to evidence the termination of Lessor's interest in Equipment subject to the related Lease. Subject to Section 3.03 and the last sentence of Section 12.02(d), and only to the extent of unpaid Rental Payments payable by Lessee pursuant to a Lease (and other amounts payable by Lessee under such Lease) through the end of the then current Original Term or Renewal Term, Lessor shall have an interest in the Equipment; provided, however, Lessor shall have only the remedies described in Section 12.02 and shall not have a general foreclosure right that entitles Lessor to a deficiency judgment or to retain Lessee's equity in the Equipment, if any. Section 6.02. Personal Property. The Equipment is and will remain personal property and will not be deemed to be affixed to or a part of the real estate on which it may be situated, notwithstanding that the Equipment or any part thereof may be or hereafter become in any manner physically affixed or attached to real estate or any building thereon. Upon the request of Lessor, Lessee will, at Lessee's expense, furnish a waiver of any interest in the Equipment from any party having an interest in any such real estate or building. ARTICLE VII. Section 7.01. Liens, Taxes, Other Governmental Charges and Utility Charges. Lessee shall keep the Equipment free of all levies, liens, and encumbrances except those created by each Lease. The parties to this Agreement contemplate that the Equipment will be used for a governmental, municipal or public purpose or function of Lessee and that the Equipment will therefore be exempt from all property taxes. If the use, possession or acquisition of any Equipment is nevertheless determined to be subject to taxation, Lessee shall pay when due all taxes and governmental charges lawfully assessed or levied against or with respect to such Equipment. -13- JACK_1477474.1 Lessee shall pay all utility and other charges incurred in the use and maintenance of the Equipment. Lessee shall pay such taxes or charges as the same may become due; provided that, with respect to any such taxes or charges that may lawfully be paid in installments over a period of years, Lessee shall be obligated to pay only such installments as accrue during each Lease Term. In the event that the installation of any component of any item of Equipment could be deemed to require a performance and payment bond under Section 255.05, Florida Statutes, or be deemed subject to the mechanic's lien provisions of Chapter 713, Florida Statutes, or any successor statute to each, as they may be amended from time to time, Lessee shall require such bonds, post such notices and do all other things provided for under such laws in order to keep the Equipment free of and exempt from all liens. Section 7.02. Insurance. Lessee shall during each Lease Term maintain or cause to be maintained (a) casualty insurance (with such deductibles as Lessor may approve) naming Lessor and its assigns as additional insured and loss payee and insuring the Equipment against loss or damage by fire and all other risks covered by the standard extended coverage endorsement then in use in the State, and any other risks reasonably required by Lessor, in an amount at least equal to the then applicable Purchase Price of the Equipment; (b) liability insurance that protects Lessor from liability in all events in form and amount satisfactory to Lessor; and (c) worker's compensation coverage as required by the laws of the State; provided that, with Lessor's prior written consent, Lessee may self -insure against the risks described in clauses (a) and (b), to the extent permitted by State law. Lessee shall furnish to Lessor evidence of such insurance or self-insurance coverage throughout each Lease Term. Lessee shall not cancel or modify such insurance or self-insurance coverage in any way that would affect the interests of Lessor without first giving written notice thereof to Lessor at least 30 days in advance of such cancellation or modification. Section 7.03. Risk of Loss. Whether or not covered by insurance or self-insurance, Lessee hereby assumes all risk of loss of, or damage to and liability related to injury or damage to any persons or property arising from the Equipment from any cause whatsoever, and no such loss of or damage to or liability arising from the Equipment shall relieve Lessee of the obligation to make the Rental Payments or to perform any other obligation under this Lease. Whether or not covered by insurance or self-insurance, Lessee hereby agrees to reimburse Lessor (to the fullest extent permitted by applicable law, but only from legally available funds) for any and all liabilities, obligations, losses, costs, claims, taxes or damages suffered or incurred by Lessor, regardless of the cause thereof and all expenses incurred in connection therewith (including, without limitation, counsel fees and expenses, and penalties connected therewith imposed on interest received) arising out of or as a result of (a) entering into of this Agreement or any of the transactions contemplated hereby, (b) the ordering, acquisition, ownership use, operation, condition, purchase, delivery, acceptance, rejection, storage or return of any item the Equipment, (c) any accident in connection with the operation, use, condition, possession, storage or return of any item of the Equipment resulting in damage to property or injury to or death to any person, and/or (d) the breach of any covenant of Lessee in connection with a Lease or any material misrepresentation provided by Lessee in connection with a Lease. The provisions of this paragraph shall continue in full force and effect notwithstanding the full payment of all obligations under all Leases or the termination of the Lease Term under any Lease for any reason. Section 7.04. Advances. In the event Lessee shall fail to keep the Equipment in good repair and working order, Lessor may, but shall be under no obligation to, maintain and repair the Equipment and pay the cost thereof. All amounts so advanced by Lessor shall constitute additional JACK_1477474.1 rent for the then current Original Term or Renewal Term and Lessee covenants and agrees to pay such amounts so advanced by Lessor with interest thereon from the due date until paid at a rate equal to the Contract Rate plus 5% per annum or the maximum amount permitted by law, whichever is less. ARTICLE VIII. Section 8.01. Damage, Destruction and Condemnation. Unless Lessee shall have exercised its option to purchase the Equipment by making payment of the Purchase Price as provided in the related Lease, if, prior to the termination of the applicable Lease Term, (a) the Equipment or any portion thereof is destroyed, in whole or in part, or is damaged by fire or other casualty or (b) title to, or the temporary use of, the Equipment or any part thereof shall be taken under the exercise or threat of the power of eminent domain by any governmental body or by any person, firm or corporation acting pursuant to governmental authority, Lessee and Lessor will cause the Net Proceeds of any insurance claim or condemnation award or sale under threat of condemnation to be applied to the prompt replacement, repair, restoration, modification or improvement of the Equipment. Any balance of the Net Proceeds remaining after such work has been completed shall be paid to Lessee. If Lessee elects to replace any item of the Equipment (the "Replaced Equipment") pursuant to this Section, the replacement equipment (the "Replacement Equipment") shall be of similar type, utility and condition to the Replaced Equipment and shall be of equal or greater value than the Replaced Equipment. Lessee shall represent, warrant and covenant to Lessor that each item of Replacement Equipment is free and clear of all claims, liens, security interests and encumbrances, excepting only those liens created by or through Lessor, and shall provide to Lessor any and all documents as Lessor may reasonably request in connection with the replacement, including, but not limited to, documentation in form and substance satisfactory to Lessor evidencing Lessor's interest in the Replacement Equipment. Lessor and Lessee hereby acknowledge and agree that any Replacement Equipment acquired pursuant to this paragraph shall constitute "Equipment" for purposes of this Agreement and the related Lease. Lessee shall complete the documentation of Replacement Equipment on or before the next Rental Payment date after the occurrence of a casualty event, or be required to exercise the Purchase Option with respect to the damaged equipment. For purposes of this Article, the term "Net Proceeds" shall mean the amount remaining from the gross proceeds of any insurance claim or condemnation award or sale under threat of condemnation after deducting all expenses, including attorneys' fees, incurred in the collection thereof. Section 8.02. Insufficiency of Net Proceeds. If the Net Proceeds are insufficient to pay in full the cost of any replacement, repair, restoration, modification or improvement referred to in Section 8.01, Lessee shall either (a) complete such replacement, repair, restoration, modification or improvement and pay any costs thereof in excess of the amount of the Net Proceeds, or (b) pay or cause to be paid to Lessor the amount of the then applicable Purchase Price for the Equipment, and, upon such payment, the applicable Lease Term shall terminate and Lessor's interest in the Equipment shall terminate as provided in Article VI hereof. The amount of the Net Proceeds, if any, remaining after completing such repair, restoration, modification or improvement or after purchasing such Equipment and such other Equipment shall be retained by Lessee. If Lessee shall -15- JACK_1477474.1 make any payments pursuant to this Section, Lessee shall not be entitled to any reimbursement therefor from Lessor nor shall Lessee be entitled to any diminution of the amounts payable under Article IV. ARTICLE IX. Section 9.01. Disclaimer of Warranties. Lessor makes no warranty or representation, either express or implied, as to the value, design, condition, merchantability or fitness for particular purpose or fitness for use of the Equipment, or any other warranty or representation, express or implied, with respect thereto and, as to Lessor, Lessee's acquisition of the Equipment shall be on an "as is" basis. In no event shall Lessor be liable for any incidental, indirect, special or consequential damage in connection with or arising out of this Agreement, any Lease, the Equipment or the existence, furnishing, functioning or Lessee's use of any item, product or service provided for in this Agreement or any Lease. Section 9.02. Vendor's Warranties. Lessor hereby irrevocably appoints Lessee its agent and attorney -in -fact during each Lease Term, so long as Lessee shall not be in default under the related Lease, to assert from time to time whatever claims and rights (including without limitation warranties) relating to the Equipment that Lessor may have against Vendor. Lessee's sole remedy for the breach of such warranty, indemnification or representation shall be against Vendor of the Equipment, and not against Lessor. Any such matter shall not have any effect whatsoever on the rights and obligations of Lessor with respect to any Lease, including the right to receive full and timely payments under a Lease. Lessee expressly acknowledges that Lessor makes, and has made, no representations or warranties whatsoever as to the existence or the availability of such warranties by Lessor of the Equipment. ARTICLE X. Section 10.01. Purchase Option. Lessee shall have the option to purchase all of the Equipment listed in a Lease, upon giving written notice to Lessor at least 30, but not more than 120, days before the date of purchase, at the following times and upon the following terms: (a) From and after the date specified in the related Schedule (the "Purchase Option Commencement Date"), on the Rental Payment dates specified in each Lease, upon payment in full of the Rental Payments then due under such Lease plus the then applicable Purchase Price, and any prepayment premium on the unpaid balance as set forth in the applicable Schedule; or (b) In the event of substantial damage to or destruction or condemnation of substantially all of the Equipment listed in a Lease, on the day specified in Lessee's notice to Lessor of its exercise of the Purchase Option upon payment in full to Lessor of the Rental Payments then due under such Lease plus the then applicable Purchase Price. (c) Upon payment in full of all Rental Payments then due and all other amounts then owing under the Lease, and the payment of $1.00 to Lessor. -16- JACK_1477474.1 ARTICLE XI. Section H.01. Assignment by Lessor. (a) Lessor's right, title and interest in and to Rental Payments and any other amounts payable by Lessee under any and all of the Leases, and all proceeds therefrom may be assigned and reassigned in whole or in part to one or more assignees or subassignees by Lessor, without the necessity of obtaining the consent of Lessee; provided, however, that any such assignment, transfer or conveyance to a trustee for the benefit of owners of certificates of participation shall be made in a manner that conforms to any applicable State and Federal law. Nothing in this Section 11.01 shall be construed, however, to prevent Lessor from executing any such assignment, transfer or conveyance that does not involve funding through the use of certificates of participation within the meaning of applicable State law, including any such assignment, transfer or conveyance as part of a multiple asset pool to a partnership or trust, interests in which are offered and sold in a private placement or limited offering only to investors whom Lessor reasonably believes are qualified institutional buyers or accredited investors within the meaning of the applicable federal securities law; provided further, however, that in any event, Lessee shall not be required to make Rental Payments, to send notices or to otherwise deal with respect to matters arising under a Lease with or to more than one individual or entity. (b) No assignment, transfer or conveyance permitted by this Section 11.01 shall be effective until Lessee shall have received a written notice of assignment that discloses the name and address of each such assignee; provided, however, that if such assignment is made to a bank or trust company as trustee or paying agent for owners of certificates of participation, trust certificates or partnership interests with respect to the Rental Payments payable under a Lease, it shall thereafter be sufficient that Lessee receives notice of the name and address of the bank or trust company as trustee or paying agent. During the term of each Lease, Lessee shall keep, or cause to be kept, a complete and accurate record of all such assignments in form necessary to comply with Section 149 of the Code. Lessee shall retain all such notices as a register of all assignees and shall make all payments to the assignee or assignees designated in such register. Lessee shall not have the right to and shall not assert against any assignee any claim, counterclaim or other right Lessee may have against Lessor or the Vendor. Assignments in part may include without limitation assignment of all of Lessor's rights in, to and under the Lease related to the Equipment listed in a particular Lease. The option granted in this Section may be separately exercised from time to time with respect to the Equipment listed in each Lease, but such option does not permit the assignment of less than all of Lessor's interests in the Equipment listed in a single Lease. (c) If Lessor notifies Lessee of its intent to assign the Lease, Lessee agrees that it shall execute and deliver to Lessor a Notice and Acknowledgement of Assignment substantially in the form attached hereto as Exhibit E within five (5) business days after its receipt of such request. Section 11.02. Assignment and Subleasing by Lessee. None of Lessee's right, title, and interest in, to and under any Lease or any portion of the Equipment may be assigned or encumbered by Lessee without prior written consent of Lessor. ARTICLE XII. Section 12.01. Events of Default Defined. Any of the following events shall constitute an "Event of Default" under a Lease, subject to Section 3.03: -17- JACK_1477474.1 (a) Failure by Lessee to pay any Rental Payment or other payment required to be paid under any Lease within 10 days of the date when due as specified herein, other than as a result of nonappropriation under Section 3.03; (b) Failure by Lessee to observe and perform any covenant, condition or agreement on its part to be observed or performed, other than as referred to in subparagraph (a) above, for a period of 30 days after written notice specifying such failure and requesting that it be remedied is given to Lessee by Lessor, unless Lessor shall agree in writing to an extension of such time prior to its expiration; provided that, if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected; (c) Any statement, representation or warranty made by Lessee in or pursuant to any Lease or its execution, delivery or performance shall prove to have been false, incorrect, misleading, or breached in any material respect on the date when made; (d) Any default occurs under any other agreement for borrowing money, lease financing of property or otherwise or receiving credit under which Lessee is an obligor under which there is outstanding, owing or committed in aggregate amount of at least 10% of Lessee's aggregate current long- and short-term indebtedness, if such default consists of (i) the failure to pay any indebtedness when due or (ii) the failure to perform any other obligation thereunder and gives the holder of the indebtedness the right to accelerate the indebtedness; (e) Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of Lessee, or of all or a substantial part of the assets of Lessee, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; (0 An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator or Lessee or of all or a substantial part of the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 30 consecutive days; or (g) Lessee shall consolidate, merge or otherwise combine with any other entity, or sell, lease or dispose of all or a substantial portion of its assets. Section 12.02. Remedies on Default. Whenever any Event of Default exists, Lessor shall have the right, at its sole option without any further demand or notice, to take one or any combination of the following remedial steps: -18- JACK_1477474.1 (a) Lessor may by notice in writing to Lessee terminate the Lease, whereupon all rights of Lessee to use the Equipment shall cease and terminate; (b) By written notice to Lessee, Lessor may demand that Lessee pay, as liquidated damages for loss of a bargain and not as a penalty, all unpaid Rental Payments payable by Lessee pursuant to such Lease and other amounts payable by Lessee under such Lease to the end of the then current Original Term or Renewal Term; (c) With or without terminating the Lease Term under such Lease, Lessor may request that Lessee at Lessee's expense promptly return any or all of such Equipment to the possession of Lessor at such place within the United States as Lessor shall specify. In such event, Lessor shall use its best efforts to sell or lease such Equipment or, for the account of Lessee, sublease such Equipment. If Lessee returns the Equipment and Lessor sells, leases or otherwise disposes of any or all of the Equipment, Lessor shall apply the proceeds of such sale, lease or other disposition as described in Section 12.04. Lessee shall not be liable for any deficiency after sale, lease or other disposition of the Equipment. If Lessee elects not to return the Equipment, Lessor is entitled to payment of unpaid Rental Payments through the date of Lessor's request to return the Equipment plus the then applicable Purchase Price, as set forth in the applicable Schedule for such Equipment. The exercise of any such remedies respecting any such Event of Default shall not relieve Lessee of any other liabilities under any other Lease or the Equipment listed therein; and (d) Subject to the next sentence, Lessor may take whatever action at law or in equity may appear necessary or desirable to enforce its rights under such Lease. The parties to this Agreement acknowledge that: (i) this Agreement is not intended to create a mortgage of or a security interest in the Equipment as proscribed by Nohrr v. Brevard County Educational Facilities Authority, 247 So. 2d 304 (Fla. 1971), and (ii) Lessor may not exercise any foreclosure -type remedies if an Event of Default occurs, State v. Brevard County, 539 So. 2d 461 (Fla. 1989), notwithstanding any provisions to the contrary in this Agreement. Section 12.03. No Remedy Exclusive. No remedy herein conferred upon or reserved to Lessor is intended to be exclusive and every such remedy shall be cumulative and shall be in addition to every other remedy given under a Lease now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right or power may be exercised from time to time and as often as may be deemed expedient. In order to entitle Lessor to exercise any remedy reserved to it in this Article it shall not be necessary to give any notice other than such notice as may be required in this Article. Section 12.04. Application of Moneys. Any net proceeds from the exercise of any remedy upon an occurrence of an Event of Default, nonappropriation by Lessee pursuant to Section 3.03 hereof or as may be otherwise provided for under this Agreement shall be applied in the following order of priority: FIRST, to pay all of Lessor's costs, charges and expenses incurred in taking, holding, repairing, selling, leasing or otherwise disposing of Equipment, then SECOND, to the extent not previously paid by Lessee, to pay Lessor all Rental Payments under the applicable Lease through the termination date, then THIRD, to pay the Purchase Price applicable as of the end of the then current Original Term or Renewal Term, as set forth in the Schedule for such Equipment, then FOURTH to pay any remainder to Lessee; provided that if such remedy is exercised with respect to -19- JACK_1477474.1 more than one Lease, Equipment listed in more than one Lease or rights under more than one Lease, then to amounts due pursuant to such application of moneys pro rata among the Leases or Equipment, as the case may be. ARTICLE XIII. Section 13.01. No Fees Paid by Lessor. Lessor hereby certifies that it has not paid or has not promised to pay, directly or indirectly, a fee to any person not regularly employed by Lessor to act as an intermediary between Lessee and Lessor for the purpose of influencing any transaction in connection with this Agreement or any Lease. Section 13.02. Notices. All notices, certificates or other communications under any Lease shall be sufficiently given and shall be deemed given when delivered or mailed by registered mail, postage prepaid, or delivered by overnight courier, or sent by facsimile transmission (with electronic confirmation) to the parties hereto at the addresses immediately after the signatures to this Agreement (or at such other address as either party hereto shall designate in writing to the other for notices to such party) and to any assignee at its address as it appears on the registration books maintained by Lessee. Section 13.03. Binding Effect. Each Lease shall inure to the benefit of and shall be binding upon Lessor and Lessee and their respective successors and assigns. Section 13.04. Severability. In the event any provision of any Lease shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. Any provisions in this Lease which are in conflict with any statute, law or applicable rule shall be deemed omitted, modified or altered to conform thereto. Section 13.05. Amendments, Changes and Modifications. Each Lease may only be amended by Lessor and Lessee in writing. Section 13.06. Execution in Counterparts. Each Lease may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 13.07. Applicable Law. Each Lease shall be governed by and construed in accordance with the'laws of the State. Section 13.08. Captions. The captions or headings in this Agreement and in each Lease are for convenience only and in no way define, limit or describe the scope or intent of any provisions or sections of this Agreement or any Lease. -20- JACK_1477474.1 IN WITNESS WHEREOF, Lessor and Lessee have caused this Agreement to be executed in their names by their duly authorized representatives as of the date first above written. Lessor: BANC OF AMERICA PUBLIC CAPITAL CORP Attn: Government Leasing Contract Administration Mail Code: CA5-704-04-01 555 California Street, 4th Floor San Francisco, California 94104 By:_ Title: Lessee: ST. LUCIE COUNTY, FLORIDA 2300 Virginia Avenue Fort Pierce, Florida 34982 By: Title: (Seal) Attest: By: Title: -21- JACK_1477474.1 EXHIBIT A Schedule of Property No. — Re: Master Equipment Lease/Purchase Agreement, dated as of January , 2009, between Banc of America Public Capital Corp, a Kansas corporation, as Lessor, and St. Lucie County, Florida, as Lessee. 1. Defined Terms. All terms used herein have the meanings ascribed to them in the above -referenced Master Equipment Lease/Purchase Agreement (the "Master Equipment Lease"). 2. Equipment. The following items of Equipment are hereby included under this Schedule of the Master Equipment Lease. Quantity Description Serial No. 3. Payment Schedule. Model No. Location Rental Payments. The Rental Payments shall be in such amounts and payable on such dates as set forth in the Rental Payment Schedule attached to this Schedule as Exhibit A-1. The obligation of Lessee to pay Rental Payments shall commence on the date on which the Equipment listed in this Schedule is accepted by Lessee, as indicated in an Acceptance Certificate substantially in the form of Exhibit B to the Master Equipment Lease or the date on which sufficient moneys to purchase the Equipment are deposited for that purpose with an Acquisition Fund Custodian, whichever is earlier. Purchase Price Schedule. The Purchase Price on each Rental Payment date for the Equipment listed in this Schedule shall be the amount set forth for such Rental Payment date in the "Purchase Price" column of the Rental Payment Schedule attached to this Schedule. The Purchase Price is in addition to all Rental Payments then due under this Schedule (including the Rental Payment shown on the same line in the Rental Payment Schedule). 4. Representations, Warranties and Covenants. Lessee hereby represents, warrants and covenants that its representations, warranties and covenants set forth in the Master Equipment Lease are true and correct as though made on the date of commencement of Rental Payments on this Schedule. Lessee further represents and warrants that (a) no Material Adverse Change in Lessee's financial condition has occurred since the date of the Master Equipment Lease; (b) the governing body of Lessee has authorized the execution and delivery of this Agreement and the Leases pursuant to Resolution No. , approved on January 27, 2009; (c) the Equipment described in the Agreement referenced above is essential to the functions of Lessee or to the services Lessee provides its citizens; (d) lessee has an immediate need for, and expects to make immediate use of, substantially all such Equipment, which will be used by Lessee only for the purpose of performing one or more of Lessee's governmental or proprietary functions consistent with the permissible scope of its authority; and (f) Lessee expects and anticipates adequate funds to be available for all future payments or rent due after the current budgetary period. A-] JACK_1477474.1 5. The Lease. The terms and provisions of the Master Equipment Lease (other than to the extent that they relate solely to other Schedules or Equipment listed on other Schedules) are hereby incorporated into this Schedule by reference and made a part hereof. 6. Lease Proceeds. The Lease Proceeds which Lessor shall pay to the Acquisition Fund Custodian in connection with this Schedule is $ , of which $ is for deposit to the Expense Fund and the balance is for deposit to the Acquisition Fund. It is expected that by [six (6)] [twelve (12)] [eighteen (18)] months from the date of this Schedule No. , Lessee will have taken possession of all items of Equipment shown above and that a Lessee's Acceptance Certificate, or Acceptance Certificates, will be signed by Lessee and delivered to Lessor on or before [six (6)] [twelve (12)] [eighteen (18)] months from the date of this Schedule No. 7. Acquisition Period. The Acquisition Period applicable to this Schedule shall end at the conclusion of the month following the date hereof. 8. Lease Term. The Lease Term shall consist of the Original Term and consecutive Renewal Terms, with the final Renewal Term ending on 9. Purchase Option Commencement Date. For purposes of Section 10.01 of the Lease, the Purchase Option Commencement Date is Lessee shall be responsible for the correct titling of all Equipment leased hereunder. Lessee will cause the original Certificates of Title to be delivered to Lessor for retention in Lessor's files throughout the term of the Lease. Dated: Lessor: Banc of America Public Capital Corp 555 California Street, 4th Floor San Francisco, California 94104 [Name/Title] Lessee: St. Lucie County, Florida 2300 Virginia Avenue Fort Pierce, Florida 34982 By: [Name/Title] (Seal) Attest: By: [Name/Title] A-2 JACK_1477474.1 Exhibit A-1 Rental Payment Schedule Rental Payment Date Rental Payment L� Amount Interest Portion [*The Purchase Option Commencement Date shall be Date of Purchase Principal Portion Purchase Price[*] [Describe terms of prepayment.] Premium] For purposes of this Lease, "Taxable Rate," with respect to the interest component of Rental Payments, means an annual rate of interest equal to %. Lessee: ST. LUCIE COUNTY, FLORIDA By: _ Title: After payment of the applicable Purchase Price, Lessee will own the related Equipment, free and clear of any obligations under the related Lease. A-3 JACK_1477474.1 EXHIBIT B Acceptance Certificate Banc of America Public Capital Corp 555 California Street, 4th Floor San Francisco, California 94104 Re: Schedule of Property No. , dated , to Master Equipment Lease/Purchase Agreement, dated as of January _, 2009, between Banc of America Public Capital Corp, as Lessor, and St. Lucie County, Florida, as Lessee. Ladies and Gentlemen: In accordance with the Master Equipment Lease/Purchase Agreement (the "Agreement"), the undersigned Lessee hereby certifies and represents to, and agrees with Lessor as follows: 1. All of the Equipment (as such term is defined in the Agreement) listed in the above - referenced Schedule of Property (the "Schedule") has been delivered, installed and accepted on the date hereof. 2. Lessee has conducted such inspection and/or testing of the Equipment listed in the Schedule as it deems necessary and appropriate and hereby acknowledges that it accepts the Equipment for all purposes. 3. Lessee is currently maintaining the insurance coverage required by Section 7.02 of the Agreement. 4. No event or condition that constitutes, or with notice or lapse of time, or both, would constitute, an Event of Default (as defined in the Agreement) exists at the date hereof. Date: Lessee ST. LUCIE COUNTY, FLORIDA [Seal] B-1 JACK_1477474.1 [Name/Title] EXHIBIT C Clerk Certificate The undersigned, a duly elected and acting Clerk of the Board of County Commissioners of St. Lucie County, Florida, (the "Lessee") certifies as follows: A. The following listed persons are duly elected and acting officials of Lessee (the "Officials") in the capacity set forth opposite their respective names below and the signatures set opposite thereto are the genuine signatures of such persons; Name of Official Title Signature B. The Officials are duly authorized, on behalf of Lessee, to negotiate, execute and deliver the Master Equipment Lease/Purchase Agreement dated as of January _, 2009 and the Schedule(s) thereunder and all future Schedule(s), each by and between the Lessee and Banc of America Banc of America Public Capital Corp, as Lessor and the Acquisition Fund Agreement dated as of January _, 2009, among Lessor, Lessee and Bank of America, N.A., as Acquisition Fund Custodian (collectively, the "Agreements") and these Agreements are binding and authorized Agreements of Lessee, enforceable in all respects in accordance with their terms. Dated: January _, 2009 By: Title: Clerk of the Board of County Commissioners of St. Lucie County, Florida (The signer of this Certificate cannot be listed above as authorized to execute the Agreements.) C-1 JACK_1477474.1 EXHIBIT D Opinion of Counsel to Lessee Banc of America Public Capital Corp 555 California Street, 4th Floor San Francisco, California 94104 Re: Schedule of Property No. , dated , 20_, to Master Equipment Lease/Purchase Agreement, dated as of January , 2009 between Banc of America Public Capital Corp, as Lessor, and the St. Lucie County, Florida, as Lessee Ladies and Gentlemen: As counsel to St. Lucie County, Florida (the "Lessee"), I have examined (a) an executed counterpart of a certain Master Equipment Lease/Purchase Agreement, dated as of January , 2009, and Exhibits thereto by and between Banc of America Public Capital Corp (the "Lessor") and the Lessee (the "Agreement") and an executed counterpart of Schedule of Property No. , dated , 20_, by and between Lessor and Lessee (the "Schedule"), which, among other things, provides for the lease of certain property listed in the Schedule (the "Equipment"), (b) the Acquisition Fund Agreement dated as of , 20_ by and among the Lessor, the Lessee and Bank of America N.A., as the Acquisition Fund Institution (the "Acquisition Fund Agreement"), (c) a copy of the Resolution No. adopted by the Board of County Commissioners of the Lessee on January 27, 2009, which, among other things, authorized Lessee to execute the Agreement and the Schedule (the "Resolution") and (d) such other opinions, documents and matters of law as I have deemed necessary in connection with the following opinions. The Schedule and the terms and provisions of the Agreement incorporated therein by reference together with the Rental Payment Schedule attached to the Schedule are herein referred to collectively as the "Lease." All capitalized terms not defined herein shall have the meanings ascribed thereto in the Lease. Based on the foregoing, I am of the following opinions: 1. Lessee was duly created and is validly existing as a public body corporate and politic, duly organized under the laws of the State, and is a political subdivision of a state within the meaning of Section 103(c) of the Internal Revenue Code of 1986, as amended (the "Code"), and the obligations of Lessee under the Agreement will constitute an obligation of Lessee within the meaning of Section 103(a) of the Code, notwithstanding Section 103(b) of the Code]; 2. Lessee has full legal right, power and authority to adopt the Resolution, to lease and acquire the Equipment, to execute and deliver the Lease and the Acquisition Fund Agreement and to perform its obligations under the Lease and the Acquisition Fund Agreement; 3. The execution and delivery of the Lease and the Acquisition Fund Agreement by the Lessee has been duly authorized and the Lease and the Acquisition Fund Agreement have been duly executed and delivered by the Lessee; D-1 JACK_1477474.1 4. The Acquisition Fund Agreement has been duly authorized, approved, executed and delivered by and on behalf of the Lessee and is a valid and binding obligation of the Lessee enforceable in accordance with its terms, except to the extent that enforceability of the rights and remedies set forth therein may be limited by bankruptcy, insolvency or other laws affecting creditors' rights generally, and subject, as to enforceability, to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law; 5. The authorization, approval, execution and delivery of the Lease and all other proceedings of Lessee relating to the transactions contemplated thereby have been performed in accordance with all open meeting laws, public bidding laws and all other applicable state or federal laws; and 6. There is no proceeding pending or threatened in any court or before any governmental authority or arbitration board or tribunal that, if adversely determined, would adversely affect the transactions contemplated by the Lease and the Acquisition Fund Agreement or the interest of Lessor or its assigns, as the case may be, in the Equipment under the Lease. Lessor and its successors and assigns, and any counsel rendering an opinion on the tax- exempt status of the interest components of the Rental Payments, are entitled to rely on this opinion. Respectfully submitted, County Attorney D-2 JACK_1477474.1 EXHIBIT E Form of Notice and Acknowledgement of Assignment Dated BANC OF AMERICA PUBLIC CAPITAL CORP, a Kansas corporation ("Assignor") hereby gives notice that it has assigned and sold to [ 1 ("Assignee") all of Assignor's right, title and interest in, to and under [Schedule of Property] No. [], dated [ 1 (the "Lease ") to the Master Equipment Lease/Purchase Agreement ( "Equipment Lease") dated as of January _, 2009, between Assignor and St. Lucie County, Florida ( "Lessee "). For purposes of this Notice and Acknowledgment of Assignment (the "Acknowledgment"), "Lease" means collectively the Lease identified above, together with all exhibits, schedules, addenda and attachments related thereto, and all certifications and other documents delivered in connection therewith. The term "Lease" specifically excludes all other [Schedules of Property] entered into under the Equipment Lease and rental payments other than with respect to the [Schedule of Property] identified above. Each capitalized term used but not defined herein has the meaning set forth in the Equipment Lease described above. 1. Pursuant to the authority of Resolution adopted on , Lessee hereby [consents to and] acknowledges the effect of the assignment of the Lease and absolutely and unconditionally agrees to deliver to Assignee all rental payments and other amounts coming due under the Lease in accordance with the terms thereof on and after the date of this Acknowledgment. 2. Lessee hereby agrees that: (i) Assignee shall have all the rights of Lessor under the Lease and all related documents, including, but not limited to, the rights to issue or receive all notices and reports, to give all consents or agreements to modifications thereto, to receive title to the equipment in accordance with the terms of the Lease, to declare a default and to exercise all remedies thereunder; and (ii) except as provided in Section 3.03 of the Lease, the obligations of Lessee to make rental payments and to perform and observe the other covenants and agreements contained in the Lease shall be absolute and unconditional in all events without abatement, diminution, deduction, set-off or defense. 3. Lessee agrees that, as of the date of this Acknowledgment, the following information about the Lease is true, accurate and complete: Number of Rental Payments Remaining Amount of Each Rental Payment Total Amount of Rents Remaining Frequency of Rental Payments Next Rental Payment Due Funds Remaining in Escrow Fund E-1 JACK_1477474.1 4. The Lease remains in full force and effect, has not been amended and no nonappropriation or event of default (or event which with the passage of time or the giving of notice or both would constitute a default) has occurred thereunder. 5. Any inquiries of Lessee related to the Lease and any requests for escrow disbursements, if applicable, and all rental payments and other amounts coming due pursuant to the Lease on and after the date of this Acknowledgment should be remitted to Assignee at the following address (or such other address as provided to Lessee in writing from time to time by Assignee): ACKNOWLEDGED AND AGREED: LESSEE: ST. LUCIE COUNTY, FLORIDA [FOR EXHIBIT PURPOSES ONLY] By: Name: Title: ASSIGNOR: BANC OF AMERICA PUBLIC CAPITAL CORP [FOR EXHIBIT PURPOSES ONLY] By: Name: Title: E-2 JACK_1477474.1 Schedule of Property No. 1 Re: Master Equipment Lease/Purchase Agreement, dated as of January , 2009, between Banc of America Public Capital Corp, a Kansas corporation, as Lessor, and St. Lucie County, Florida, as Lessee. 1. Defined Terms. All terms used herein have the meanings ascribed to them in the above -referenced Master Equipment Lease/Purchase Agreement (the "Master Equipment Lease"). 2. Equipment. The following items of Equipment are hereby included under this Schedule of the Master Equipment Lease: 58 Laptops with DVD, 46 Docking Stations, 42 High -End Desktops, 267 Standard Desktops with FDD, 146 Standard Desktops with FDD and 45 EOC Small Form Factors (all of which shall be more fully identified at such time the Lessee submits and Acquisition Fund Requisition to the Acquisition Fund Custodian in accordance with the Acquisition Fund Agreement). Payment Schedule. Rental Payments. The Rental Payments shall be in such amounts and payable on such dates as set forth in the Rental Payment Schedule attached to this Schedule as Exhibit A-1. The obligation of Lessee to pay Rental Payments shall commence on the date on which the Equipment listed in this Schedule is accepted by Lessee, as indicated in an Acceptance Certificate substantially in the form of Exhibit B to the Master Equipment Lease or the date on which sufficient moneys to purchase the Equipment are deposited for that purpose with an Acquisition Fund Custodian, whichever is earlier. Purchase Price Schedule. The Purchase Price on each Rental Payment date for the Equipment listed in this Schedule shall be the amount set forth for such Rental Payment date in the "Purchase Price" column of the Rental Payment Schedule attached to this Schedule. The Purchase Price is in addition to all Rental Payments then due under this Schedule (including the Rental Payment shown on the same line in the Rental Payment Schedule). 4. Representations Warranties and Covenants. Lessee hereby represents, warrants and covenants that its representations, warranties and covenants set forth in the Master Equipment Lease are true and correct as though made on the date of commencement of Rental Payments on this Schedule. Lessee further represents and warrants that (a) no Material Adverse Change in Lessee's financial condition has occurred since the date of the Master Equipment Lease; (b) the governing body of Lessee has authorized the execution and delivery of this Agreement and the Leases pursuant to Resolution No. , approved on January 27, 2009; (c) the Equipment described in the Agreement referenced above is essential to the functions of Lessee or to the services Lessee provides its citizens; (d) Lessee has an immediate need for, and expects to make immediate use of, substantially all such Equipment, which will be used by Lessee only for the purpose of performing one or more of Lessee's governmental or proprietary functions consistent with the permissible scope of its authority; and (e) Lessee expects and anticipates adequate funds to be available for all future payments or rent due after the current budgetary period. JACK_1477521.1 5. The Lease. The terms and provisions of the Master Equipment Lease (other than to the extent that they relate solely to other Schedules or Equipment listed on other Schedules) are hereby incorporated into this Schedule by reference and made a part hereof. 6. Lease Proceeds. The Lease Proceeds which Lessor shall pay to the Acquisition Fund Custodian in connection with this Schedule is $[640,000], all of which is for deposit to the Acquisition Fund. It is expected that by eighteen (18) months from the date of this Schedule No. 1, Lessee will have taken possession of all items of Equipment shown above and that a Lessee's Acceptance Certificate, or Acceptance Certificates, will be signed by Lessee and delivered to Lessor on or before eighteen (18) months from the date of this Schedule No. 1. 7. Acquisition Period. The Acquisition Period applicable to this Schedule shall end at the conclusion of the 18th month following the date hereof. 8. Lease Term. The Lease Term shall consist of the Original Term and two consecutive Renewal Terms, with the final Renewal Term ending on January _, 2012. 9. Purchase Option Commencement Date. For purposes of Section 10.01 of the Lease, the Purchase Option Commencement Date is Lessee shall be responsible for the correct titling of all Equipment leased hereunder. Lessee will cause the original Certificates of Title to be delivered to Lessor for retention in Lessor's files throughout the term of the Lease. Dated: January , 2009. Lessor: Banc of America Public Capital Corp 555 California Street, 4th Floor San Francisco, California 94104 [Name/Title] JACK_1477521.1 Lessee: St. Lucie County, Florida 2300 Virginia Avenue Fort Pierce, Florida 34982 By: [Name/Title] (Seal) Attest: By: [Name/Title] 2 Exhibit A-1 Rental Payment Schedule Rental Payment Date Rental Payment Principal () Amount Interest Portion Portion Purchase Price[*] [*The Purchase Option Commencement Date shall be [Describe terms of prepayment.] Date of Purchase Premium] For purposes of this Lease, "Taxable Rate," with respect to the interest component of Rental Payments, means an annual rate of interest equal to %. Lessee: ST. LUCIE COUNTY, FLORIDA By: _ Title: After payment of the applicable Purchase Price, Lessee will own the related Equipment, free and clear of any obligations under the related Lease. 3 JACK_1477521.1 Schedule of Property No. 2 Re: Master Equipment Lease/Purchase Agreement, dated as of January , 2009, between Banc of America Public Capital Corp, a Kansas corporation, as Lessor, and St. Lucie County, Florida, as Lessee. 1. Defined Terms. All terms used herein have the meanings ascribed to them in the above -referenced Master Equipment Lease/Purchase Agreement (the "Master Equipment Lease"). 2. Equipment. The following items of Equipment are hereby included under this Schedule of the Master Equipment Lease: 4 Remote-Firewall Servers, 7 Application Servers and 5 EOC Servers (all of which shall be more fully identified at such time the Lessee submits and Acquisition Fund Requisition to the Acquisition Fund Custodian in accordance with the Acquisition Fund Agreement). Payment Schedule. Rental Payments. The Rental Payments shall be in such amounts and payable on such dates as set forth in the Rental Payment Schedule attached to this Schedule as Exhibit A-L The obligation of Lessee to pay Rental Payments shall commence on the date on which the Equipment listed in this Schedule is accepted by Lessee, as indicated in an Acceptance Certificate substantially in the form of Exhibit B to the Master Equipment Lease or the date on which sufficient moneys to purchase the Equipment are deposited for that purpose with an Acquisition Fund Custodian, whichever is earlier. Purchase Price Schedule. The Purchase Price on each Rental Payment date for the Equipment listed in this Schedule shall be the amount set forth for such Rental Payment date in the "Purchase Price" column of the Rental Payment Schedule attached to this Schedule. The Purchase Price is in addition to all Rental Payments then due under this Schedule (including the Rental Payment shown on the same line in the Rental Payment Schedule). 4. Representations, Warranties and Covenants. Lessee hereby represents, warrants and covenants that its representations, warranties and covenants set forth in the Master Equipment Lease are true and correct as though made on the date of commencement of Rental Payments on this Schedule. Lessee further represents and warrants that (a) no Material Adverse Change in Lessee's financial condition has occurred since the date of the Master Equipment Lease; (b) the governing body of Lessee has authorized the execution and delivery of this Agreement and the Leases pursuant to Resolution No. , approved on January 27, 2009; (c) the Equipment described in the Agreement referenced above is essential to the functions of Lessee or to the services Lessee provides its citizens; (d) Lessee has an immediate need for, and expects to make immediate use of, substantially all such Equipment, which will be used by Lessee only for the purpose of performing one or more of Lessee's governmental or proprietary functions consistent with the permissible scope of its authority; and (e) Lessee expects and anticipates adequate funds to be available for all future payments or rent due after the current budgetary period. JACK_1477523.1 5. The Lease. The terms and provisions of the Master Equipment Lease (other than to the extent that they relate solely to other Schedules or Equipment listed on other Schedules) are hereby incorporated into this Schedule by reference and made a part hereof. 6. Lease Proceeds. The Lease Proceeds which Lessor shall pay to the Acquisition Fund Custodian in connection with this Schedule is $[430,000], all of which is for deposit to the Acquisition Fund. It is expected that by eighteen (18) months from the date of this Schedule No. 2, Lessee will have taken possession of all items of Equipment shown above and that a Lessee's Acceptance Certificate, or Acceptance Certificates, will be signed by Lessee and delivered to Lessor on or before eighteen (18) months from the date of this Schedule No. 2. 7. Acquisition Period. The Acquisition Period applicable to this Schedule shall end at the conclusion of the 18th month following the date hereof. 8. Lease Term. The Lease Term shall consist of the Original Term and four consecutive Renewal Terms, with the final Renewal Term ending on January , 2014. 9. Purchase Option Commencement Date. Lease, the Purchase Option Commencement Date is _ For purposes of Section 10.01 of the Lessee shall be responsible for the correct titling of all Equipment leased hereunder. Lessee will cause the original Certificates of Title to be delivered to Lessor for retention in Lessor's files throughout the term of the Lease. Dated: January , 2009. Lessor: Banc of America Public Capital Corp 555 California Street, 4th Floor San Francisco, California 94104 [Name/Title] 2 JACK_1477523.1 Lessee: St. Lucie County, Florida 2300 Virginia Avenue Fort Pierce, Florida 34982 By: [Name/Title] (Seal) Attest: By: [Name/Title] Exhibit A-1 Rental Payment Schedule Rental Payment Date Rental Payment ( ) Amount Interest Portion [*The Purchase Option Commencement Date shall be prepayment.] Date of Purchase Principal Portion Premium] Purchase Price[*] [Describe terms of For purposes of this Lease, "Taxable Rate," with respect to the interest component of Rental Payments, means an annual rate of interest equal to %. Lessee: ST. LUCIE COUNTY, FLORIDA By: Title: After payment of the applicable Purchase Price, Lessee will own the related Equipment, free and clear of any obligations under the related Lease. t JACK_1477523.1 ACQUISITION FUND AGREEMENT (Florida Version) This Acquisition Fund Agreement is dated January _, 2009, by and among Banc of America Public Capital Corp, a Kansas Corporation (hereinafter referred to as "Lessor"), St. Lucie County, Florida, a political subdivision existing under the laws of the State of Florida (hereinafter referred to as "Lessee"), and Bank of America, N.A., a national banking association (hereinafter referred to as "Acquisition Fund Custodian"). Reference is made to that certain Master Equipment Lease/Purchase Agreement dated as of January , 2009 between Lessor and Lessee (hereinafter referred to as the "Lease"), covering the acquisition and lease of certain equipment described in the Schedules of Property Nos. 1 and 2 thereto (the "Equipment"). It is a requirement of the Lease that the Equipment Costs of $[1,070,000] be deposited into an escrow under terms satisfactory to Lessor, for the purpose of fully funding the Lease, and providing a mechanism for the application of such amounts to the purchase of and payment for the Equipment. The parties agree as follows: 1. Creation of Acquisition Fund. (a) There is hereby created a special trust fund to be known as the "St. Lucie County Acquisition Fund," for Account No. , relating to Schedules of Property Nos. 1 and 2 to the Lease (the "Acquisition Fund") to be held in trust by the Acquisition Fund Custodian for the purposes stated herein, for the benefit of the Lessor and the Lessee, to be held, disbursed and returned in accordance with the terms hereof. (b) The Acquisition Fund Custodian shall invest and reinvest moneys on deposit in the Acquisition Fund in Qualified Investments (defined below) in accordance with written instructions received from the Lessee. The Lessee shall be solely responsible for ascertaining that all proposed investments and reinvestments are Qualified Investments and that they comply with federal, state and local laws, regulations and ordinances governing investment of such funds and for providing appropriate notice to the Acquisition Fund Custodian for the reinvestment of any maturing investment. Accordingly, neither the Acquisition Fund Custodian nor the Lessor shall be responsible for any liability, cost, expense, loss or claim of any kind, directly or indirectly arising out of or related to the investment or reinvestment of all or any portion of the moneys on deposit in the Acquisition Fund, and the Lessee agrees to and does hereby release the Acquisition Fund Custodian and the Lessor from any such liability, cost, expenses, loss or claim. Interest on the Acquisition Fund shall become part of the Acquisition Fund, and gains and losses on the investment of the moneys on deposit in the Acquisition Fund shall be borne by the Acquisition Fund. (c) For purposes of this agreement, "Qualified Investments" means any investments which meet the requirements of Section 218.415, Florida Statutes. JACK_1477525.1 (d) Unless the Acquisition Fund is earlier terminated in accordance with the provisions of paragraph (e) below, amounts in the Acquisition Fund shall be disbursed by the Acquisition Fund Custodian in payment of amounts described in Section 2 hereof upon receipt of written authorization(s) from the Lessor, as is more fully described in Section 2 hereof. If the amounts in the Acquisition Fund are insufficient to pay such amounts, the Lessee shall provide any balance of the funds needed to complete the acquisition of the Equipment. Any moneys remaining in the Acquisition Fund after the Acquisition Period (as defined in the Lease) shall be applied as provided in Section 4 hereof. (e) Each Acquisition Fund shall be terminated at the earliest of (i) the final distribution of amounts in such Acquisition Fund, (ii) written notice given by the Lessor of the occurrence of a default or termination of the Lease due to non -appropriation or (iii) the end of the Acquisition Period. (f) The Acquisition Fund Custodian may act in reliance upon any writing or instrument or signature which it, in good faith, believes to be genuine and may assume the validity and accuracy of any statement or assertion contained in such a writing or instrument. The Acquisition Fund Custodian shall not be liable in any manner for the sufficiency or correctness as to form, manner of execution, or validity of any instrument nor as to the identity, authority, or right of any person executing the same; and its duties hereunder shall be limited to the receipt of such moneys, instruments or other documents received by it as the Acquisition Fund Custodian, and for the disposition of the same in accordance herewith. (g) Unless the Acquisition Fund Custodian is guilty of gross negligence or willful misconduct with regard to its duties hereunder, to the extent provided by law the Lessee agrees to and does hereby release and indemnify the Acquisition Fund Custodian and hold it harmless from any and all claims, liabilities, losses, actions, suits or proceedings at law or in equity, or any other expense, fees or charges of any character or nature, including reasonable attorneys' fees and the cost of defending any action, suit or proceeding or resisting any claim, which it may incur or with which it may be threatened by reason of its acting as Acquisition Fund Custodian under this agreement. Nothing contained herein shall or is intended to act as a waiver of the Lessee's sovereign immunity for tort liability under Section 768.28, Florida Statutes. (h) If the Lessee and the Lessor shall be in disagreement about the interpretation of the Lease, or about the rights and obligations, or the propriety of any action contemplated by the Acquisition Fund Custodian hereunder, the Acquisition Fund Custodian may, but shall not be required to, file an appropriate civil action to resolve the disagreement. The Acquisition Fund Custodian shall be reimbursed by the Lessee for all costs, including reasonable attorneys' fees, in connection with such civil action, and shall be fully protected in suspending all or part of its activities under the Lease until a final judgment in such action is received. (i) The Acquisition Fund Custodian may consult with counsel of its own choice and shall have full and complete authorization and protection with the opinion of such counsel. The Acquisition Fund Custodian shall otherwise not be liable for any mistakes of fact or errors of judgment, or for any acts or omissions of any kind unless caused by its willful misconduct. JACK_1477525.1 0) The Lessee shall reimburse the Acquisition Fund Custodian for all reasonable costs and expenses, including those of the Acquisition Fund Custodian's attorneys, agents and employees incurred for extraordinary administration of the Acquisition Fund and the performance of the Acquisition Fund Custodian's powers and duties hereunder in connection with any Event of Default under the Lease, or in connection with any dispute between Lessor and Lessee concerning the Acquisition Fund. 2. Acquisition of Property. (a) Acquisition Contracts. The Lessee will arrange for, supervise and provide for, or cause to be supervised and provided for, the acquisition of the Equipment set forth in the Schedule to the Lease, with moneys available in the Acquisition Fund. The Lessee represents the estimated costs of the Equipment are within the funds estimated to be available therefor, and the Lessor makes no warranty or representation with respect thereto. The Lessor shall have no liability under any of the acquisition or construction contracts. The Lessee shall obtain all necessary permits and approvals, if any, for the acquisition, equipping and installation of the Equipment, and the operation and maintenance thereof. (b) Authorized Acquisition Fund Disbursements. Disbursements from the Acquisition Fund shall be made for the purpose of paying (including the reimbursement to the Lessee for advances from its own funds to accomplish the purposes hereinafter described) the cost of acquiring the Equipment. (c) Requisition Procedure. No disbursement from an Acquisition Fund shall be made unless and until the Lessor has approved such requisition. Prior to disbursement from an Acquisition Fund there shall be filed with the Acquisition Fund Custodian a requisition for such payment in the form of Disbursement Request attached hereto, stating each amount to be paid, the Acquisition Fund from which the amount is to be paid, the name of the person, firm or corporation to whom payment thereof is due, and wire or transfer instructions. Each such requisition shall be signed by an authorized representative of the Lessee (an "Authorized Representative") and by Lessor. The Lessee shall also provide Lessor with an Acceptance Certificate in the form attached as Exhibit B to the Lease, executed by Lessee, together with any purchase agreement or bill of sale and invoice therefor as required by Section 5.01 of the Lease; 3. Deposit to Acquisition Fund. Upon satisfaction of the conditions specified in Section 3.05 of the Lease, Lessor will cause the Lease Proceeds to be deposited in the Acquisition Fund. The Lessee agrees to pay any costs with respect to the Equipment in excess of amounts available therefor in the Acquisition Fund. 4. Excessive Acquisition Fund. Following the final disbursement from the Acquisition Fund at the end of the Acquisition Period, or termination of the Acquisition Fund as otherwise provided herein, the Acquisition Fund Custodian shall transfer any remainder from the Acquisition Fund to the Lessor for application to amounts owed under the Lease in accordance with Section 4.07 of the Lease. 5. Miscellaneous. Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Lease. This agreement may not be amended except in writing JACK_1477525.1 signed by all parties hereto. This agreement may be executed in one or more counterparts, each of which shall be deemed to be an original instrument and each shall have the force and effect of an original and all of which together constitute, and shall be deemed to constitute, one and the same instrument. Notices hereunder shall be made in writing and shall be deemed to have been duly given when personally delivered or when deposited in the mail, first class postage prepaid, or delivered to an express carrier, charges prepaid, or sent by facsimile with electronic confirmation, addressed to each party at its address below: If to the Lessor: Banc of America Public Capital Corp 555 California Street, 4th Floor Mail Code CA5-705-04-01 San Francisco, CA 94104 Attn: Government Leasing Contract Administration Phone: (415) 765-7404 Fax: (415) 343-0533 If to the Lessee: St. Lucie County, Florida 2300 Virginia Avenue Fort Pierce, Florida 34982 Attn: Phone: Fax: If to the Acquisition Fund Custodian: Bank of America, N.A. [Address] Attn: Phone: Fax: [Remainder of Page Intentionally Left Blank; Signature Page Follows] 4 JACK_1477525.1 IN WITNESS WHEREOF, the parties have executed this Acquisition Fund Agreement as of the date first above written. Banc of America Public Capital Corp By: [Name/Title] Bank of America, N.A., as Acquisition Fund Custodian By:_ Name: Title: St. Lucie County, Florida By: [Name/Title] 5 JACK_1477525.1 , 2009 ACQUISITION FUND REQUISITION NO. _ Pursuant to Section 2(c) of the Acquisition Fund Agreement dated January _, 2009 (the "Acquisition Fund Agreement"), by and among Banc of America Public Capital Corp ("Lessor"), St. Lucie County, Florida ("Lessee"), and Bank of America, N.A. ("Acquisition Fund Custodian"), the undersigned Authorized Representative of the Lessee hereby requests and authorizes the Acquisition Fund Custodian to pay to the account listed on the Disbursement Schedule, from the moneys deposited in Acquisition Fund No. (Account No. ), the aggregate sum of $ , to pay such person(s) or to reimburse the Lessee for the expenditures made by it in connection with the items of Equipment (as defined in the Lease) listed on the attached Disbursement Schedule. In connection with the foregoing request and authorization, the undersigned hereby certifies that: (A) He or she is an Authorized Representative under the Acquisition Fund Agreement; (B) An obligation in the stated amount has been incurred by the Lessee, and the same is a proper charge against the Acquisition Fund described above for costs relating to the Equipment identified in the Schedule relating to such Acquisition Fund, and has not been previously paid; (C) The Authorized Representative has no notice of any vendor's, mechanic's or other liens or rights to liens, chattel mortgages, conditional sales contracts or security interests which should be satisfied or discharged before such payment is made; (D) This requisition contains no item representing payment on account, or any retained percentages which the Lessee is, at the date of such certificate, entitled to retain; (E) The Equipment is insured in accordance with the Lease; (F) No Event of Default, and no event which with notice or lapse of time, or both, would become an Event of Default under the Lease has occurred and is continuing at the date hereof, and (G) No material adverse change in Lessee's financial condition has occurred since the date of the Lease. M JACK_1477525.1 This statement and all exhibits hereto, including the Disbursement Schedule, shall be conclusive evidence of the facts and statements set forth herein and shall constitute full warrant, protection and authority to the Acquisition Fund Custodian for its actions taken pursuant hereto. Dated: , 200 ST. LUCIE COUNTY, FLORIDA Authorized Representative Approved: BANC OF AMERICA PUBLIC CAPITAL CORP Title: A-2 JACK_1477525.1 DISBURSEMENT SCHEDULE Payee Name and Address Invoice Number Amount PuEpose Disbursement Instructions: Amounts to be disbursed pursuant to this Disbursement Schedule shall be transferred to: Account No. Account Holder: _ Financial Institution or wired to: Bank of America, N.A. ABA Routing #: Account No.: Account Holder: Financial Institution Name: Financial Institution Address: Financial Institution Phone: A-3 JAC K_1477525.1 Microsoft- I Volume Licensing Microsoft Enterprise Enrollment — State and Local Amendment Enrollment number Amendment ID CTX- 000-shancock-379 Microsoft to complete ID Number Microsoft to complete This amendment is entered into between the customer and Microsoft affiliate signing, as of the effective date identified below. All terms used but not defined will have the same meanings as in the Microsoft Enterprise Enrollment identified above "the enrollment." The following terms and conditions amend the terms and conditions of the enrollment identified above, but only with respect to the customer identified below and only for purposes of this enrollment. 1. On page 2 (two) of the enrollment, the paragraph entitled "Effective Date" is hereby amended and restated in its entirety as follows: Effective Date. The effective date of this enrollment is 111109 2. Upon execution of this enrollment (the "replacement enrollment"), your previous enrollment #3256919 (the "terminated enrollment") shall be terminated, with such termination taking effect one day prior to the effective date of this replacement enrollment. The parties agree that: a. No license confirmations shall be issued pursuant to the terminated enrollment; b. We will cancel any payments pursuant to the terminated enrollment scheduled to be invoiced to your reseller on or after the effective date of this replacement enrollment; c. No credits or refunds shall be issued pursuant to payments pursuant to the terminated enrollment invoiced (or required to be invoiced) to your reseller prior to the effective date of this replacement enrollment; and d. Notwithstanding anything to the contrary in the section of the Enterprise Agreement associated herewith which provides for issuance of license confirmations in certain instances upon early termination of an enrollment, for the purposes of determining the number of license confirmations to be issued proportionally for this replacement enrollment, the amount paid previously for products sold pursuant to the terminated enrollment shall be added to the amount paid pursuant to this replacement enrollment (as of the date this replacement enrollment is terminated early) in order to determine the "amount that has been paid as of the termination date" with respect to such products. In no event, however, will we issue license confirmations in numbers greater than the actual quantity of licenses ordered hereunder. The parties acknowledge that the reference prices hereunder take into account the following payments for License & Software Assurance Packs made pursuant to the terminated enrollment prior to the effective date of this replacement enrollment: Microsoft Enterprise Enrollment v6.X SLG (North America)(English) 12t17H08 EE Amend BD CTX Page 1 of 5 EXHIBIT � /J Mkrosoft- I Volume Licensing Terminated USA Purchases Original Purchase 9/30/2009 Exchange Std CAL 850 SharePoint Std CAL 850 Systems Management CML 850 Windows CAL 850 Windows Server Standard Listed Languages 25 SQL CAL -Device Listed Languages 100 Exchange Server Enterprise Listed Languages 2 Office SharePoint Server Listed Languages 1 Configuration Manager Server w/SQL Listed Languages 1 SQL Server Standard Listed Languages 5 3. The paragraph entitled "Term" is hereby amended and restated as follows: Term. This enrollment will expire 60 full calendar months from the effective date indicated below unless terminated earlier or renewed as provided in the Microsoft Enterprise Agreement. Such term was requested by Robert Valentino in order to meet your budgetary requirements. You acknowledge that you were given an option to enroll for a 36-month term, but declined. You may terminate this enrollment for your convenience without penalty on or after the third anniversary of this enrollment (or at any other time as permitted by applicable law) subject to proportional licensing as set forth in Section 12(e) of the Microsoft Enterprise Agreement (Effect of termination or expiration). We will provide you with written notice 60 days prior to expiration of the initial enrollment or renewal term advising you of your renewal options. For a description of renewal options, see subsection 12(f) of the Microsoft Enterprise Agreement (How to renew an enrollment). 4. Notwithstanding anything to the contrary in this enrollment, or in the Enterprise Agreement associated herewith, we will invoice your reseller for the 60-month cost of the enterprise products and additional products licensed pursuant to your initial order under this enrollment in 5 unequal installment payments, the date for which shall be as follows: a. Payment 1: invoiced upon execution of this enrollment; b. Payment 2: invoiced on the first anniversary of the effective date; c. Payment 3: invoiced on the second anniversary of the effective date; and d. Payment 4: invoiced on the third anniversary of the effective date. e. Payment 5: invoiced on the fourth anniversary of the effective date. Microsoft Enterprise Enrollment v6.X SLG EE Amend BD (North America)(English) 12117/08 CTX Page 2 of 5 Microsoft, I Volume Licensing The reference prices for each installment payment shall be as follows: Reference Price Payment 2 Reference Price Payment 3 Reference Price Payment 1 Due Upon 1st Anniversary of Due Upon 2nd Anniversary of Payment 4 Due Upon 3rd Due U Don Signing Effective Date Effective Date Anniversan of Effective Date Product Part # Quaint! Unit $ Extended $ Unit $ Extended $ Unit $ Extended $ Unit $ Extended $ Office Professional Plus Listed Lic/SA Pack MVL Platform 269-12441 850 129.90 110415.00 129.90 110415.00 142.68 121 278.00 142.68 121 278.00 Windows Vista Business Listed Upg1SA Pack MVL Platform WA Erile ise 66J-00579 850 43,07 36.609.50 43.07 36,609.50 47.31 40,213.50 47.31 40 213.50 Core CALClient Access Lic Listed Lic/SA Pack MVL Platform Device CAL W0601065P25 17,49 14866.50 60.53 51 450.50 32.31 27463.50 32.31 27 463.50 Forefront Sec Suite Listed Monthly ubscri ion L Per Device 9SE-00002 24.21 20 578,50 24.21 2057850 24.21 20 578.50 24.21 20 578,50 Windows Svr Stoll Listed SA MVL P73-00225 82.24 2 056.00 281.96 7,049.00 141.00 3,525.00 141.00 3,525.00 Windows Svr Datacntr Listed Lic/SA Pack 840.94 8,40940 840.94 8 409.40 640.94 8 409.40 MVL 1 Proc P71-00882E 94 8,40940 SQL CAL Listed Languages SA MVL Device 63.58 6358.00 31.65 3165.00 31.65 3165,00 CAL 359-0085256 1656.00 Exchange Svr Ent Listed Languages Lic/SA Pack MVL 395-0261151 2 825.02V412 2.825.02 1 412.51 2,82502 1,412.51 2,825.02 Exchange Svr Ent Listed Languages SA MVL 395-0261277 915,54 3138.96 784.74 1,569A8 78474 1,569948 Office SharePoint Server Listed Lic/SA 56240 1 562.40 1 56240 1 56240 1 562,40 Pack VL H04-00321 1 1 562.40 1 562.40 ffice harePoint Server Listed AMVL H04-00322 1 506.36 506.36 1736.07 86800 868.00 86800 86800 Confi M Svr w/SQL Listed SA MVL J4A-00156 1 149.57 149.57 512.78 256.34 25634 256.34 256.34 SQL Svr Standard Edtn Win32 Listed SA MVL 228-04435 5 101.31 506.55 . 1,736.60 173.66 868.30 17366 868.30 Ops Mgr Server Listed Lic/SA Pack MVL 461.66 461.66 461.66 461.66 461.66 461.66 461.66 w/S L UAR-00345 1 461.66 Ops Mgr Ent Ops Mgml Lic Listed Lic/SA 4 518.60 150.62 4,518.60 150.62 4 518.60 150.62 4 518, 60 Pack MVL UAS-00395 30 150.62 VStudio Pro w/MSDN Prem Listed Lic/SA 901.48 7211.84 901.48 7,211,84 901.48 7,211.84 Pack MVL F1P-00206 8 901.48 7.211.84 1 Forfmt CI t Sec Mgt Cnsl Listed Monthly 1259.20 125920 1259.20 1259.20 1259.20 1.25920 Subscription MVL w/S L FTZ-00003 1 1.259.20 1259.20 Forfmt Ci t Sec Mgt Cnsl Listed Monthly 50.02 50.02 50.02 50.02 50.02 Subscription MVL FTZ-00034 1 50.02 50.02 50,02 Forefront Sec SvrMgtCnsl Listed Monthly 102, 96 51.48 102.96 51.48 102.96 51 48 102.96 Subscription MVL Services 9SF-00118 2 51,48 The reference prices for true up orders for enterprise products and each of the initially -ordered additional products shall be as follows: CrltUr (rSC r-rUU1JUL r INC-Nr! ncrarcna.c r na.ca Unit True -Up Unit True -Up Unit True -Up Unit True -Up Unit True -Up Reference Price Reference Price Reference Price Reference Price Reference Price Order 1, Billed Order 2, Billed Order 3, Billed Order 4, Billed Order 6, Billed in 1 Installment in 1 Installment in 1 Installment in 1 Installment in 1 Installment 12 Months After 24 Months After 36 Months After 48 Months After 60 Months After Effective Date Effective Date Effective Date Effective Date Effective Date Description Part (USD) (USD) (USD) (USD) (USD Office Professional Plus Listed Llc/SA Pack MVL Platform 269-12441 636.40 542.28 448.17 372.82 297.49 Windows Vista Business Listed Upg/SA Pack MVL Platform w/VisEnter rise 66J-00579 208.70 171.83 134.94 105.40 75.87 Forefront Sec Suite Listed Monthly Subscription MVL Per Device 9SE-00002 108.92 84.72 60.52 36.31 12,11 Core CALClient Access Lic Listed Lic/SA Pack MVL Platform Device CAL W06-01065 232.46 200.15 167.84 141.99 116.12 Microsoft Enterprise Enrollment v6.X SLG EE Amend BD (North America)(English) 12"!7108 CTX Page 3 of 5 MicrQsoff I Volume Licensing Additional Product True -Up Reference Prices Unit True -Up Reference Price Unit True -Up Reference Price Unit True -Up Reference Price Unit True -Up Reference Price Unit True -Up Reference Price Order 1, Billed In 1 Installment Order 2, Billed in 1 Installment Order 3, Billed in 1 Installment Order 4, Billed in 1 Installment Order 5, Billed in 1 Installment 12 Months After 24 Months After 36 Months After 48 Months After 60 Months After Description Part # Effective Date (USD) Effective Date (USD) Effective Date (USD) Effective Date (USD) Effective Date (USD Windows Svr Std Listed Lic/SA Pack MVL P73-00202 986.22 870.18 754.14 638.10 522.06 Windows Svr Datacntr Listed Lic/SA Pack MVL 1 Proc P71-00882 3,268.20 2,883.72 2,499.24 2,114.76 1,730.28 SQL CAL Listed Languages Lic/SA Pack MVL Device CAL 359-00851 221.70 195.66 169.62 143.58 117.54 Exchange Svr Ent Listed Languages Lic/SA Pack MVL 395-02611 5,489.52 4,843.68 4,197.84 3,552.00 2,906.16 Office SharePoint Server Listed Lic/SA Pack MVL H04-00321 6,072.06 5,357.70 4,643.34 3,928.98 3,214.62 Config Mgr Svr w/SQL Listed Lic/SA Pack MVL J4A-00161 1,793.28 1,582.32 1,371.36 1,160,40 949.44 SQL Svr Standard Edtn Win32 Listed Lic/SA Pack MVL 228-04439 1,214.70 1,071.78 928.86 785.94 643.02 Ops Mgr Server Listed Lic/SA Pack MVL w/SQL UAR-00345 1,794.18 1,583.10 1,372.02 1,160.94 949.86 Ops Mgr Ent Ops Mgmt Lic Listed Lic/SA Pack MVL UAS-00395 585.36 516.48 447.60 378.72 1 309.84 VStudio Pro w/MSDN Prem Listed Lic/SA Pack MVL I F1P-00206 3,367.80 2,684.28 2,000.76 1,317.24 633.72 Note that the above prices are provided for reference only. Your actual price and payment terms will be determined by separate agreement between you and your reseller. The reference prices for additional products that are placed pursuant to this enrollment, including true up orders when applicable, are hereby amended in order to take into account the additional year of Software Assurance coverage added to the term by section 4 of this amendment, as follows: a. The reference prices of such additional product orders placed with usage dates that occur in the first year of the term hereof shall be calculated as the sum of (i) the "3 years remaining" (or 1st anniversary true up) L&SA reference price for each such product; plus (ii) the 2-year Software Assurance renewal reference price; b. The reference prices of such additional product orders placed with usage dates that occur in the second year of the term hereof shall be calculated as the sum of (i) the "3 years remaining" (or 1st anniversary true up) L&SA reference price for each such product; plus (ii) the 1-year Software Assurance renewal reference price; c. The reference prices of such additional product orders placed with usage dates that occur in the third year of the term hereof shall be the "3 years remaining" (or 1st anniversary true up) L&SA reference price for each such product; d. The reference prices of such additional product orders placed with usage dates that occur in the fourth year of the term hereof shall be the "2 years remaining" (or 2nd anniversary true up) L&SA reference price for each such product; and Microsoft Enterprise Enrollment v6.X SLG EE Amend BD (North America)(English) 1017/08 CTX Page 4 of 5 Mkrosoft I Volume Licensing e. The reference prices of such additional product orders placed with usage dates that occur in the fifth year of the term hereof shall be the I year remaining" (or 3rd anniversary true up) L&SA reference price for each such product; Except for changes made by this amendment, all terms of this enrollment remain unchanged. By signing below, the parties agree to be bound by the terms of this amendment. Customer Contractin_q Microsoft Affiliate Name of Entity Microsoft Licensing, GP St Lucie County BOCC Signature * Signature Printed Name * Printed Name Printed Title * Printed Title Signature Date * Signature Date (date Microsoft affiliate countersigns) Effective Date * indicates required field (may be different than our signature date) Please sign this amendment and send it with your enrollment to your reseller. Your reseller must submit it to the following address. When the amendment is fully signed, you will receive a confirming copy. Microsoft Licensing, GP Dept. 551, Volume Licensing 6100 Neil Road, Suite 210 Reno, Nevada USA 89511-1137 Prepared By: Steve Hancock Licensing Specialist on behalf of David Mills Microsoft Enterprise Enrollment v6.X SLG EE Amend BD (North America)(English) 12!17/08 CTX Page 5 of 5 Enterprise Enrollment (indirect) Microsoft Business Agreement number (if applicable) Reseller or Microsoft affiliate to complete Enterprise Agreement number Reseller or Microsoft affiliate to complete Enrollment number Microsoft affiliate to complete 01 E51767 Microsoft, I Volume Licensing State and Local Framework ID Reseller purchase order number Reseller to complete Previous Qualifying Enrollment number Reseller to complete Previous Qualifying Enrollment end date Reseller to complete N3( 32>C919 This Microsoft Enterprise Enrollment is entered into between the following entities signing, as of the effective date identified below. Definitions. When used in this enrollment, "you" refers to the entity that signs this enrollment with us, and "we" or "us" refers to the Microsoft entity that signs this enrollment. "Qualifying Enrollment," means (i) an enterprise enrollment under a separate Microsoft Select Master Agreement or Microsoft Enterprise Agreement; (ii) any enterprise subscription enrollment entered into under a separate Microsoft Enterprise Subscription Agreement; or (iii) any other enrollment submitted under the Microsoft Enterprise Agreement identified on the cover page. All other definitions in the Microsoft Enterprise Agreement identified above apply here. Effective date. If you are renewing Software Assurance from one or more previous "Qualifying Enrollments" then the effective date will be the day after the first Enrollment expires. Otherwise the effective date will be the date this enrollment is signed by us. Where a previous Qualifying Enrollment is being used, your reseller will require that enrollment number and end date to complete the applicable boxes above. Term. This enrollment will expire 36 full calendar months from the effective date. It could be terminated earlier or renewed as provided in the Microsoft Enterprise Agreement. We will advise you of your renewal options before it expires. Representations and warranties. By signing this enrollment, the parties agree to be bound by the terms of this enrollment, and you represent and warrant that: (i) you have read and understand the Microsoft Business Agreement identified above (if any) and the Microsoft Enterprise Agreement, including all documents it incorporates by reference and any amendments to those documents, and agree to be bound by those terms; and (ii) you are either the entity that signed the Microsoft Enterprise Agreement or its affiliate. Non -exclusivity. This enrollment is non-exclusive. Nothing contained in it requires you to license, use or promote Microsoft software or services exclusively. You may, if you choose, enter into agreements with other parties to license, use or promote non -Microsoft software or services. SLG Microsoft Enterprise 6.4 Enrollment Cover page Page 1 of 11 (Indirect)(North America) June 2006 N36 This enrollment consists of (1) this cover page, (2) the Contact Information Page(s), (3) the Enterprise order information, (4) the Reseller Information Form, (5) the product order as provided to us by the reseller (6) the Media Order Form, and (7) the Core User CAL Terms and Conditions (if applicable). Customer Contracting Microsoft Affiliate Name of entity St. Lucie County BOCC Microsoft Licensing, GP Signature * Signature Printed name * Printed name Printed title * Printed title Signature date * Signature date (date Microsoft affiliate countersigns) Effective date * indicates required fields (may be different than our signature date) MSLI, GP 6100 Neil Road, Suite 210 Reno, Nevada USA 89511-1137 Dept. 551, Volume Licensing Attachments: 2 Media Order Form (required) II Core User CAL Terms and Conditions, if applicable II MS Capital Form, if applicable Customer. Please remit to your reseller. Rese/%% Please remit to Microsoft. Microsoft Law and Corporate Affairs One Microsoft Way Redmond, WA 98052 USA Volume Licensing Group (425) 936-7329 fax SLG Microsoft Enterprise 6.4 Enrollment Cover page Page 2 of 11 (Indirect)(North America) June 2006 N36 1, Contact information. Each party will notify the other in writing if any of the information in the following contact information page(s) change. The * indicates required fields. By providing contact information, you consent to its use for purposes of administering this enrollment by us, our affiliates, and other parties that help us administer this enrollment. Primary contact information: The customer signing on the cover page must identify an individual from inside its organization to serve as the primary contact. This contact is the default online administrator for this enrollment and receives all notices unless you provide us written notice of a change. The online administrator may appoint others as administrators and grant others access to online information. 7Name of entity * Contact name ucie County BOCC Last Wetzel First Dennis Street address * Contact email address (required for online access) 2300 Virginia Ave wetzeld@stlucieco.org City * State/Province * Phone Fort Pierce FL 772-462-1740 Country * Postal code * Fax USA 34982 772-462-1443 Notices and online access contact information: Complete this only if you want to designate a notices and online access contact different than the primary contact. This contact will become the default online administrator for this enrollment and receive all notices. This contact may appoint other administrators and grant others access to online information. Notices and online access contact ® Same as primary contact Name of entity Contact name Last First Street address Contact email address (required for online access) City State/Province Phone Country Postal code Fax SLG Microsoft Enterprise 6.4 Enrollment Contact information Page 3 of 11 (Indirect)(North America) June 2006 N36 Language preference: This section designates the language in which you prefer to receive notices. English Additional electronic contractual notices contact information: This contact will receive electronic contractual notices in addition to the notices contact. This contact is not required if you do not want an additional set of notices issued. Electronic contractual notices contact Name of entity Contact name Last First Street address Contact email address (required for electronic notices) City State/Province Phone Country Postal code Fax Software Assurance benefits contact: This contact will receive communications concerning Software Assurance benefits, and any additional TechNet subscriptions that have been ordered separately from Software Assurance under this enrollment. This contact is optional. If this contact is not completed, any notices for Software Assurance benefits will default to the notices and online contact. Software Assurance benefits contact Name of entity Contact name Last First Street address Contact email address (required for electronic notices) City State/Province Phone Country Postal code Fax SLG Microsoft Enterprise 6.4 Enrollment Contact information Page 4 of 11 (indirect)(North America) June 2006 N36 MSDN contact: This contact will receive communications concerning registration for MSDN products ordered under this enrollment. This contact is optional. If this contact is not completed, any notices for MSDN will default to the notices and online contact. MSDN contact Name of entity Contact name Last First Street address Contact email address (required for electronic notices) City State/Province Phone Country Postal code Fax Microsoft account manager: This section designates your Microsoft account manager contact. Microsoft account manager name Microsoft account manager email address Ryan Barr ryanbarr@microsoft.com SLG Microsoft Enterprise 6.4 Enrollment Contact information Page 5 of 11 (Indirect)(North America) June 2006 N36 Z, Defining your enterprise. Use this section to identify which affiliates will be included in your enterprise. Your enterprise must consist of entire government agencies, departments or legal jurisdictions, not partial government agencies, departments, or legal jurisdictions. Each affiliate must be entirely "in" or entirely 'but." All affiliates acquired after the effective date of this enrollment that are not party to a Qualifying Enrollment of their own will automatically be included unless you fill in part b below. a. Use this part (a) to determine which current affiliates will be included in your enterprise. Check only one of the boxes in part (a). Only you (and no other affiliates) will be participating You and the following . participating being included): (attach a list of names on a separate piece of paper if more than 10 affiliates are b. Use this part (b) to indicate whether affiliates with which you consolidate after the enrollment effective date will be included. Unless you check the box below, all affiliates you consolidate with after the enrollment effective date that are not party to a Qualifying Enrollment of their own will automatically be included. consolidated with after the enrollment effective date that are not party to a Qualifying EnrollmentExcl . . SLG Microsoft Enterprise 6.4 Enrollment Enterprise order information Page 6 of 11 (Indirect)(North America) June 2006 N36 3, Selecting your language option. Select the option for the languages in which you will run the products licensed under this enrollment. The options and their corresponding languages are identified here. Arabic Danish Czech Bulgarian Dutch Estonian Chinese Simplified English' Hungarian Chinese Traditional Finnish Latvian Croatian French Lithuanian English'Hebrew German Polish Indic Greek Slovenian Japanese Italian Slovak Korean Norwegian 'Portuguese (Brazil) Portuguese (Portugal) Romanian Spanish Russian Swedish Serbian Spanish Thai Turkish Ukrainian ' English is a Listed Language if this enrollment is signed outside of the following countries and a Restricted Language if this enrollment is signed inside these countries: Austria, Belgium, Cyprus, Czech Republic, Denmark, Estonia, France, Finland, Germany, Greece, Hungary, Iceland, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, Netherlands, Norway, Poland, Portugal, Slovakia, Slovenia, United Kingdom, Switzerland, Sweden, or Spain. English is a "Listed Language", except when restricted as described in the "Restricted Languages" list (see footnote 3) 2 Spanish is a Listed Language only if this enrollment is signed in Latin America and is otherwise Restricted Language. 3 French is a "Listed Language," if signed in Canada • Select All Languages to run your products in any of the Listed, Extended or Restricted Languages. This option also allows you to run Multi -Language packs for your products. • Select Listed Languages to run your products in those languages. • Select Extended Languages to run your products in those languages. • If you select the Listed or Extended Languages option you may run up to 10% of the copies of each of your products in All Languages. ® Listed Languages ❑ All Languages ❑ Extended Languages SLG Microsoft Enterprise 6.4 Enrollment Enterprise order information Page 7 of 11 (Indirect)(North America) June 2006 N36 4, Language allocation. Provide us with your good faith estimate of the specific languages in which you will run all copies of all products and the approximate percentage of those copies you will run in each language. Information that you provide here does not limit your future use of products under this enrollment in any permitted language within the language group you select above. Attach a separate sheet if more space is needed. Language Percentages English 5. Applicable currency, Payments made in connection with this enrollment must be in U.S. Dollars 100% 6, Establishing your price level. The price level for enterprise products is determined by the terms and conditions of the enterprise agreement. Your price level for additional products will be level "D". Qualified desktops: You represent that the total number of qualified desktops in your enterprise is, or will be increased to, this number during the initial term of 850 this enrollment (This number must be equal to at least 250 desktops). Qualified users: You represent that the total number of qualified users in your enterprise is, or will be increased to, this number during the initial term of this enrollment (This number must be equal to at least 250 users). SLG Microsoft Enterprise 6.4 Enrollment Enterprise order information Page 8 of 11 (Indirect)(North America) June 2006 N36 7, Enterprise product orders. Your reseller will provide you with your product pricing and order. Your prices and payment terms for all products ordered will be determined by agreement between you and your reseller. Your reseller will provide us with your order separately from this enrollment. We will invoice your reseller in three equal annual installments for the enterprise products covered by your initial order. The first installment will be invoiced to your reseller upon our acceptance of this enrollment; the remaining installments will be invoiced at the next two anniversaries of the enrollment effective date. We will invoice your reseller for the enterprise products covered by any true up orders in total upon our acceptance of each true up order. Select the enterprise products to be covered by your initial order. If you select the Core CAL, you must select either desktop or user licenses. DesktopEnterprise User Products Licenses Licenses Windows Desktop Operating System Upgrade Office Professional' Office Standard ❑ Core Client Access License', 2 ® ❑ Exchange Server Client Access z El ❑ License SharePoint Portal Server Client z ❑ ❑ Access License Windows Server Client Access 2 El License Systems Management Server Configuration Management ❑ License Windows Terminal Services z ❑ ❑ Client Access License Office Live Communication s ❑ ❑ Server Client Access License SQL Server Client Access z El ❑ License ' The components of the current versions of Office Professional, Office Standard and the current versions of the components that make up the Core CAL, are identified in the Product List. 2 If you select a User CAL and the agreement identified on the cover page is version 6.1 or earlier, the User CAL Terms and Conditions apply. SLG Microsoft Enterprise 6.4 Enrollment Enterprise order information Page 9 of 11 (Indirect)(North America) June 2006 N36 8. Additional Products We will invoice your reseller for each additional product covered by your initial order in three equal annual installments. The first installment will be invoiced to your reseller upon our acceptance of this enrollment; the remaining installments will be invoiced at the next two anniversaries of the enrollment effective date. We will invoice your reseller for any new additional product not initially included in your enrollment in total upon our acceptance of your order. We will invoice your reseller for additional products initially included in your enrollment and covered by any true up order submitted during the initial term in total upon our acceptance of your true up order. 9. Qualifying systems licenses. All desktop operating system licenses provided under this program are upgrade Licenses. No full operating system licenses are available under this program. Therefore, if you select the Windows Desktop Operating System Upgrade & Software Assurance, all qualified desktops on which you will run the Windows Desktop Operating System Upgrade must be licensed to run one of the qualifying operating systems identified in the Product List at http://www.microsoft.com/licensing. Note that the list of operating systems that qualify for the Windows Desktop Operating System Upgrade varies with the circumstances of your order. That list is more extensive at the time of your initial order than it is for some subsequent true ups and system refreshes during the term of your enrollment. 10. Renewal orders. For any 36-month renewal, your renewal order will be invoiced to your reseller in three annual installments. The first installment will be invoiced upon our acceptance of the renewal order; the remaining installments will be invoiced at the next two anniversaries of the effective date of that renewal term. For any 12-month renewal and for any true up orders, we will invoice your reseller in total upon our acceptance of your order. SLG Microsoft Enterprise 6.4 Enrollment Enterprise order information Page 10 of 11 (Indirect)(North America) June 2006 N36 Genera/ information Reseller company name: SHI Street address: (PO boxes will not be accepted) 33 Knightsbridge Road City and State / Province and postal code: Piscataway, NJ 08854 Country: USA Contact name: Phone number: 888-764-8888 Fax number: 732-537-7325 Email address: msteam@shi.com The undersigned confirms that the reseller information is correct. Name of reseller SHI Signature Printed name Printed title Licensing Specialist Date SLG Microsoft Enterprise 6.4 Enrollment Reseller information form Pagel 1 of 11 (Indirect)(North America) June 2006 N36 SLG Enterprise and Enterprise Subscription Media Order Form Media shipping information form - starter CD kit Agreement Company name: number (Reserver or 01 E61767 SHI Microsoft affiliate to complete) Enrollment number Contact name: (Microsoft affiliate to complete) Customer contact Dennis Wetzel Contact email: msteam@shi.com Name: Contact phone: 888-764-8888 THIS FORM MUST BE ATTACHED TO AN ENROLLMENT. At your option, starter CD kits and CD-ROM subscriptions relating to your enrollment that you choose to receive will be shipped to the address below. Terms used but not defined in this form have the meanings given to them in your enrollment identified in this form. The starter CD kit ship to information identifies the delivery location. If you do not elect physical media, and intend to download copies of software instead, please provide the download delivery location as the starter CD kit ship to information. Starter CD kit Ship to information (* indicates required information) ® Same as notices contact in the enrollment Customer name * Contact name Street address * (no PO boxes accepted) Contact email address City and State / Province * Contact phone number Country and postal code * Contact fax number If you choose below to receive media, then upon our acceptance of your enrollment, we will seno you your scarier CD kit in the language(s) you select. This starter CD kit will be provided at no additional charge, in order to permit you to exercise the license rights granted under your enrollment and related Enterprise Agreement. You may also subscribe to updates in the form of CDs, or upon reasonable notice, electronic download or similar other means. If you need additional starter CD kits and updates, you may order these through your reseller for a fee. For a complete list of the contents of any kit, visit the web site at http://selectug.mslicense.com/. Yes, I want to subscribe to receive CD kit O Yes, I want to receive a starter CD kit (media) ® updates No, I do not want to receive a starter CD kit No, I do not want to subscribe to receive CD ® (media) kit updates SLG Microsoft Media Order Form v6.4 Page 1 of 2 (North America) (indirect) December 1, 2005 SLG Enterprise and Enterprise Subscription Media Order Form Media shipping information form — starter CD kit (continued) For each language and group you wish to receive, with an X Language mark the corresponding box Enter rise Kit Mapping Kit' English ® ❑ En fish/Multi-Lan ua a** ❑ ❑ Arabic Brazilian Portuguese ❑ Bulgarian ❑ Chinese Simplified ❑ Chinese Traditional ❑ Chinese Traditional Hong Kong/Pan-Chinese ❑ Croatian ❑ Czech ❑ Danish ❑ Dutch ❑ Estonian Finnish ❑ French ❑ ❑ German ❑ ❑ Greek ❑ Hebrew ❑ Hungarian ❑ Italian ❑ ❑ Japanese ❑ Korean ❑ Latvian ❑ Lithuanian ❑ Norwegian ❑ Polish ❑ Portuguese ❑ Romanian ❑ Russian ❑ Serbian ❑ Slovak ❑ Slovenian ❑ ❑ ❑ Spanish Swedish ❑ Thai ❑ Turkish ❑ Ukranian ❑ ' Mapping Kit is not available for use in or shipment to India, Hong Kong SAR, Macau SAR, China, Morocco Pakistan, and Turkey. " Before installing any of the Multilanguage Packs, the English version of the product must first be installed. If you order English/Multilanguage, you must also order English. Chinese Simplified Windows XP Professional is not available in the Enterprise Chinese Simplified Kit and is only available in certain countries. Contact your reseller for availability in your region. = Not Available SLG Microsoft Media Order Form v6.4 Page 2 of 2 (North America) (indirect) December 1, 2005 ov,ppmono oo�aoNgrvNo 0 N 00 O 'D 00 lD 00 00 N 'DO 'D e-1 (n 00 e�. m 00. O m 01 m 00 M m •-1 N ei ri m m rn W N . .-1 N Vf R n N n r O O m V1 H V Q 00 00 Z0 ID m 00 m H m V Y N N V1 0O N N O v0cooa,m N N m 1 lD N ut N •-I A4vaom.m^ N n N pp V� pp�� M Z O r N .-I O O em-I 00) V$ O m 00 00 O 1� N O W M O 00 m ' N O O 00 00 ID 00 �O 0G 0 N 10 �O ey m �{ m 00 .00 O m mN 01 00 M d' �-1 Ul 1-4l mn co 00 " m N I, O' V: V' O� 1'/Z rl ?' N rig;: n O oo m Ln pppp aa W� ai - M d' H Oml a ci LrI N pp moi W. h l � M d ui ui �` to ' N Q' 'T O m M f e-1 '7 V il' ar- • u r rI �+ ar voi N.o rn a"$ vo coo,m�i, n eggm�oD,-poi, m ', o 00 DEN �D oo D o + �'ommoo oo ao a m a - u am . .0 n. tiao m ry n m ri N n n roe' a :N a m m ^t, y 3' p. 8M-� aW, pp m M Oml N 00 n M lD t0 Q " i- av00ppv�Dm a N oioomofis.vyvi�n N M n G 100 N ��-1 �r a Q '7 t011 0 O W n r CD O W D�1, �{ u1 N W O M t00. N " - a ry 00 NNvinvvi tD 16 vi l0 1� ti N M tG .-i �D n O rl 1� N' 00 00 Ni N N us C .--�vm .-i Ln ei m 00 �+ A I� N �D N O 1�. ul r% m r: b n a 00 01 N m Oi m N 00 M N u1 00 R r N !n' sT O:O ' V7 v1 F �e m ID nmooL tG 110 m 0 N a�m�im N N ier-v O W Yn N m .-i -e m Q Ii O N m N" O W 0�1 Ln ONO. O m 1D N per, �' QQ tD 1� O u1 N .f4 00 O e� N 00 �b � Ol 00 OC m N 0) 00 V �-7 Ln It 0), O A wS ti 00. V 00 �.J 4 O O V1' u1 tD pppp �-1 m N 00 n M SOD w �CC t 00 ao tri m M airh,.. m m m r,V. K d eel r1 VOl N O �-1 N rl V1 ' toll 00 0�.: N H O vl QO N 00 r J. � " a $ U, CC d - O E �. 0 a O Q O Z N ; Q 7 E 0 u G O V C Ai. si w w J G Z. 61 z E W .tj �'m V N Vf 3 G L W J4 C 0J O :.(U E Vl W V7 C Vl Vl -V) .— N Iu OG N Df O W U y li .T.00a 0C W ON OO$ V tUYi 6 lJ W`0J �i LL uO. 4i sian=id sianaoaa U3AO Aatid� M3N Miwotr u J Microsoft Enterprise A+,t�re@l?'!ent— State and Local - NO iERVICES CUSTOM — Special Reference Pricing Enterprise Agreement number r Microsoft Business Agreement number 1.10275C4 Microsoft affiliate to complete 1 Reselter to complete This Microsoft Enterprise Agreement is entered into between the following entities as of tho effective date identified below. Each party will notify the other in writing if any of the information in the following table changes. Name of Entity The State of Florida, acting by Contact Name Todd McKay and through the Department of Management Services and State Technology Office (This person handles access to online information. This person also receives notices unless a different contact for notices is provided in the notices section below. Street Address 4050 Esplanade Way Contact E-mail Address mckayt*d,ns.state.fl.us (Required for online access) City Tallahassee State/Province Phone 850-487-35164 Fl Country USA Postal'Code Fax 750-488-5,198 32399 Microsoft Account Manager Name Bob Ward MicrosoftContracting MSLI, GP - 6100 Neil Road, Suite 210 - Reno, Nevada USA 89511-1137 - Dept, 551, Volume L censing notices should he sent to someone or some place other than above, complete th portionsIt el Name of Entity Contact Name Street address Contact F-mail Address City StalaiProvince Phony Country Postal Code Fax Notices to Microsoft Should be ttrtrtt to: Copies should be sent to: MSLI, GP Microscift 6100 Neil Road, Suite 210 Law and Corporate Affairs Reno, Nevada USA B9511-1137 One Microsoft Way Dept. 551, Volume licensing Redmond, WA 98052 USA Volume Licensing Group VLG-USA@Microsoft.com (425) 936-7329 fax SLG MBA Microsoft Enterprise Cover Page Page 1 of 24 Agreement v6.0 (North America) July 1, 2002 This agreement consists of (1) this cover page, (2) the attached terms and conditions, (3) be terms of the Microsoft Business Agreement identified above (except that the definitions of "you," "we," and "us" in this agreement supersede the definitions for those terms in the Microsoft Business Agreement), (4) the Product List, (5) the product use rights applicable to products licensed under this agreement, and (6) any enrollment entered into under this agreement. Effective date. If the first enrollment entered into under this agreement is given an effective date that is earlier than the date this agreement is signed by us, the effective date of this agreement will be that earlier date. Otherwise, this agreement will be effective on the date it is signed by us. Consulting and Support Services shall not be Included in this agreement, but shall Instead be covered by separate agreement(s) between the parties. By signing below, the parties agree to be bound by the terms of this agreement, and yoL represent that you are the entity that signed the Microsoft Business Agreement, or an affiliate of that entity, and that the information you have provided on this cover page is accurate. Customer (Ugnaftre #! of 2)• Contracting Aglemso it affittaite Blame cif Entity The State of Florida, acting by and MSLi, GP t to In the Department of Management e' Signalvfer Signature Pri ed 11ame Printed Name William Simon PAUL E15flfV Printed Title Printed Title CONTRACT Secretary, Department of Management Services Signature Date Signature Date MAY i 6 2 kI1CY.>grUit tyt'�Yt 003 jj I r t i �j '� CI� 1. �../ {CIsA". dl{i+l.'iiC GLU7'1 s) Ettective Date June 1, 2003 Customer (Sf>luaau ' 92 of 2) Name of Entity The State of Florida, acting by and through the State Technology Otfice SianAture r Prii led Name Kimberly Bah' mi Printer! Title State Chief Information Officer Signature Date Prepared by David Mills SLG MSA Microsoft Enterprise Agreement Cover Page v6.0 (North America) July 1, 2002 WROVED AS TO Fogm kHz LEC im OFFECE OF THE GENERAL 1 ' E� VICES DEPARTM ey Page 2 of 24 Terms and Conditions 1. Definitions. In this agreement, "you" means the entity that has entered into this agreement with us, and "we" or "us" means the Microsoft entity that has entered into this agreement or an enrollment. The terms "affiliate," "ownership," "product," "Product List; "run" and "use" have the meanings given to them in the Microsoft Business Agreement. In addition, the following definitions apply: "1S1 anniversary price level" means the volume discount level that is calculated for each product family with respect to certain enrollments pursuant to the terms and conditions of Section 12(3)(2)(F), which such level shall be used in conjunction with the initial price level and 2"' anniversary price level applicable to such enrollments to determine whether the year 3 desktop reference price should be louvered for such enrollments pursuant to the terms and conditions of Section 12(e)(2)(G); "2"d anniversary price level" means the volume discount level that is calculated for each product family with respect to certain enrollments pursuant to the terms and conditions of Section 12(D)(2)(F), which such level shall be used in conjunction with the initial price level and 15` anniversary price Iavel applicable to such enrollments to determine whether the year 3 desktop reference price should be lon+ered for such enrollments pursuant to the terms and conditions of Section 13(e)(2)(G); "3-year desktop reference price" means, with respect to an enterprise product on an enrolment, the sum of the reference prices of all installment payments for such product during the initial 3-year term of such enrollment; "additional product" means any product other than an enterprise product that an enrolled affiliate chooses to license under its enrollment; 15S anniversary price level" means the volume discount level that is calculated for each product family with respect to certain enrollments pursuant to the terms and conditions of Section 13(a)(2)(F), which such level shall be used in conjunction with the initial price level and 2"d anniversary price level applicable to such enrollments to determine whether the year 3 desktop reference price should be loNered for such enrollments pursuant to the terms and conditions of Section 13(e)(2)(G); "2"d anniversary price level" means the volume discount level that Is calculated for each product family with respect to certain enrollments pursuant to the terms and conditions of Section 13(a)(2)(F), which such level shall be used in conjunction with the initial price level and 1s` anniversary price level applicable to such enrollments to determine whether the year 3 desktop reference price should be IONered for such enrollments pursuant to the terms and conditions of Section 13(e)(2)(G); "3-year desktop reference price" means, with respect to an enterprise product on an enrolment, the sum of the reference prices of all installment payments for such product during the initial 3-year term of such enrollment; "adjustment multiplier" means, with respect to a product family on the second anniversary of the effective date of an enrollment for which it is determined, a number by which the originally calculated year 3 desktop reference price is multiplied in order to determine the adjusted year 3 desktop reference price, pursuant to the terms and conditions of Section 13(e)(2)(G); aggregate family desktop count" means, with respect to a particular product family as of a particular annual pricing date, the aggregate number of qualified desktops under all unexpired enrollments for which one or more products in such family are chosen as enterprise products as of such date, including both (i) the original qualified desktops ordered under such unexpired enrollments, plus (ii) any additional qualified desktops added pursuant to true up orders; "annual pricing date" means each of the following: (i) the effective date of this agreement (the 'first annual pricing date'; SLG MBA Microsoft Enterprise Agreement Terms and Conditions Page 3 of 24 v6.0 (North America) July 1, 2002 (ii) the first day of the eleventh (11th) full calendar month following such first annual pricing date (the "second annual pricing date"); and (iii) the first day of the calendar month that occurs every 12 months following the second annual pricing date, until the last enrollment executed hereunder expires or is otherwise terminated. For example, if the first annual pricing date is June 1, 2003, then the second annual pricing date shall be May 1, 2003, and each subsequent annual pricing date shall occur on May 1 of each successive calendar year until the last enrollment hereunder expires or is otherwise? terminated; "annual price level" means, with respect to a particular product family and as of a particular annual pricing period, the volume discount level, determined pursuant to the terms and conditions of Section 13(e), by which each of the following shall be determined, based upon the aggregate family desktop count for such product family as of the annual pricing date upon which such the determination of such level for such period is made: (i) the initial annual reference prices of enterprise products in such product family for new enrollments with effective dates which occur in such annual pricing period; (ii) the 1' anniversary and 2"d anniversary price levels for certain enrollments; and (iii) the adjustment multiplier with respect to the year 3 desktop reference prim for enterprise products in such product family for previously -executed enrollments whose second anniversary falls in such annual pricing period, "annual pricing period" means each period which: (i) begins on the first annual pricing date, or any anniversary thereof, and (ii) ends twelve (12) full calendar months following the day it begins. For example, if the first annual pricing date is June 1, 2003, then: the first annua,' pricing period will run from June 1, 2003 to May 31, 2004; the second annual pricing period will nin from June 1, 2004 to May 31, 2005; and so forth. Note that, with the exception of the first annual pricing period, each annual pricnnc, period begins one month following the annual pricing date upon which the annual price level for such period is determined pursuant to Section 13(e). Such one -month period is necessary for us to calculate the annual price levels and reference prices for the subsequent annual pricing period, and to implement adjustments, if any, to the reference prices of third year installment payments for enrollments whose second anniversary falls in such subsequent period. "Available" means, with respect to a product, that we have made licenses for that product available for ordering under the Enterprise Agreement program; "CAL family" means any of the following client access license ("CAL' products, when such products are chosen as enterprise products on an enrollment: (i) Microsoft BackOffice CAL; (fi) Microsoft Core CAL; (iii) Microsoft Windows Server CAL; (iv) Microsoft Exchange Server CAL: (v) Microsoft SOL Server CAL; (vi) Microsoft Systems Management Server CAL; or (vii) Microsoft SharePoint Portal Server CAL; "component platform product" means any of the following enterprise products: (i) Microsoft Office Professional, SLG MBA Microsoft Enterprise Agreement Terms and Conditions Page 4 of 24 V6 0 (North America) July 1, 2002 (h) Microsoft Office Standard; 00 Microsoft Windows XP Professional Operating System Upgrades; (iv) Microsoft Core CAL; and (v) Microsoft BackOffice CAL; "ending price level" means, with respect to an enterprise product ordered pursuant 'o a particular enrollment, the volume discount level that is used to determine the adjustment multipliers applied to apply to the year 3 desktop reference price, pursuant to the terms and conditions of Subsection 13(e)(2)(G). "enrolled affiliate" means an entity, either you or any one of your affiliates, that has entered into an enrollment under this agreement; "enrollment" means the document that you or your affiliate submits under this agreement to sign up for the Enterprise Agreement program and make an initial selection of products; "enterprise" means the enrolled affiliate and the affiliates it chooses on its enrollment to include in its enterprise; "enterprise product" means any product that we designate as an enterprise product and that an enrolled affiliate chooses to license under its enrollment (enterprise products may only be b,,ensed on an enterprise -wide basis under the Enterprise Agreement program); "Government EA Price List" means the Microsoft State and Local Government Enterpr'se Agreement Price List that is provided on a monthly basis to each reseller, which contains the reference prices for both enterprise products and additional products. "horizon desktop count" means, with respect to a product family on an annual pricing date, the number of qualified desktops that is equal to N the total number of qualified desktops enrolled, as :)f such annual pricing date, in unexpired enterprise enrollments containing an enterprise product belonging to such product family ("current enrollments'), minus (fi) the number of qualified desktops enrolled under current enrollments that are scheduled to expire before the following annual pricing date, if such Enrollments are not otherwise renewed. For example, if, as of a particular annual pricing date, there are 100,000 qualified desktops in unexpired enrollments for a product family, and if one or more such enrollments containing a total of 35,000 qualified desktops will expire before the following annual pricing date it not otherwise renewed, then the horizon desktop count with respect to the annual pricing date and product family for which the determination is made shall be 65,000; "horizon price level" means, with respect to a product family during an annual pricing peri:)d, the volume discount level that is used to determine the 3-year desktop reference price of each enterprise product in such product family for enrollments whose effective dates fall during such period, based on the horizon desktop count, pursuant to the terms of Section 13(e)(2)(A); `initial desktop count" means, with respect to a product family in which an enterprise product on an enrollment is included, the aggregate family desktop count for such product family as of the annual pricing date which immediately precedes the annual pricing period during which the effective date of such enrollment occurs; "initial price level" means, with respect to a product family during an annual pricing period, the volume discount level that is used to determine the year 1 desktop reference price and year 2 de::ktop reference price of each enterprise product in such product family, pursuant to the terms of Section 13(e)(2)(B); "License" means any one of those offerings identified in the Product List (including standard licenses, and upgrades for desktop operating systems) that provides the right to run the version of the product for which it is ordered; "L&SA" means a License and Software Assurance for any product ordered; "Microsoft BackOffice Client Access License" and "BackOffice CAL" means each of the following client access license products, when purchased together as a suite: SLG MBA Microsoft Enterprise Agreement Terms and Conditions Page 5 of 24 v6.0 (North America) July 1, 2002 (i) Windows CAL; (il) Exchange CAL; (iii) SQL CAL; and (iv) SMS CAL (note: BackOffice CALs may solely be purchased hereunder pursuant to enrollments that renew previous enrollments under which BackOffice CAL was included as an enterpris a product, and may not be purchased pursuant to any non -renewal enrollments executed hereunder); "Microsoft Core Client Access License" and "Core CAL" means each of the following client access license products, when purchased together as a suite: (i) Windows CAL; (ii) Exchange CAL; (iii) SharePoint CAL; and (iv) SMS CAL; "non -renewal enrollment" means any enrollment executed hereunder that is not a renewal enrollment; "Office family" means either of the following enterprise products: (i) Microsoft Office Professional; or (ii) Microsoft Office Standard; "order" means an order on a form that is acceptable to the reseller "original true up reference price" means, with respect to an enterprise product at the first, ,second or third anniversaries of an enrollment, respectively, the original per -additional -desktop unit refer, ence price for the true up order due at such anniversary, as determined at the effective date of such enrollment pursuant to Section 13(e); "platform discount" means a discount factor applied when calculating the reference prices for products sold pursuant to platform enrollments, pursuant to the terms of Section 13(e); "platform enrollment" means any enrollment executed hereunder for which each of the following is a chosen enterprise product: (i) either (a) Office Standard or (b) Office Professional, and (ii) Microsoft Windows Professional desktop operating system; and (iv) either (c) BackOffice CAL or (d) Core CAL; `premium level discount" means a discount factor applied when calculating the reference prices for products during an annual pricing period for which the initial desktop count and/or horizon desktop count are 40, 000 or more, pursuant to the terms of Section 13(e); "product family" means any of the following collections of enterprise products, as defined above: (i) Office family; (ii) Windows family, and/or (iii) CAL family, "qualified desktop" means any personal desktop computer, portable computer, workstzition or similar device that is used by or for the benefit of an enrolled affiliate or any affiliate included in its enterprise and that meets the minimum requirements for running any of the enterprise products. Qualified desktops do not include: (i) any computer that is designated as a server and not used as a personal computer, (ii) any system dedicated to run ONLY line -of -business software (e.g., an accounting or bookkeeping program used by an accountant, or a computer -aided design program used by an engineer or architect); or (iii) any system running an embedded operating system (e.g. Windows 9.x for embedded, Windows XP embedded); "renewal enrollment" means an enrollment executed hereunder pursuant to which a reriewal order for enterprise products is made; SLG MBA Microsoft Enterprise Agreement Terms and Conditions Page 6 of 24 v6.0 (North America) July 1, 2002 "renewal order„ means the order that an enrolled affiliate submits at the beginning of any renewal term to renew Software Assurance coverage for products previously ordered under its enrollment; "reseller" means a large account reseller authorized by us to resell licenses in an enrolled affiliate's area under the Enterprise Agreement program; "Select Price List" means the Microsoft Select Agreement Price List that is provided on a monthly basis to each reseller, which contains the estimated retail prices for products made available cursuant to the Microsoft select program; "Services" means product support or other services that an enrolled affiliate elects to purchase pursuant to a separate Microsoft Services Agreement; "Software Assurance" means, for any underlying licensed product for which it is ordered, the right to upgrade to, and run, the latest version of that product that we make available during the covered period. "true up desktop reference price" means, with respect to an enterprise product at the first, second or third anniversaries of an enrollment, respectively, the per -additional -desktop unit reference price for the true up order due within 15 days following such anniversary, as determined at the effective date of such enrollment pursuant to Section 13(e); "unexpired enrollment" means, with respect to an annual pricing date, an enterprise enrollment under either (i) this agreement; or (ii) another Microsoft Enterprise agreement to which either you or one of your affiliates is party, provided that such enrollment shall not have expired or been terminated prior to such annual pricing date; "Windows family" means the following enterprise product: Microsoft Windows XP Professional desktop operating system (or its successor); 'year 1 desktop reference price" means, with respect to an enterprise product on an enrollment, the per - desktop reference price that applies to the first of three annual installment payments for such product; "year 2 desktop reference price" means, with respect to an enterprise product on an enrolment, the per - desktop reference price that applies to the second of three annual installment payments to • such product; and "year 3 desktop reference price" means, with respect to an enterprise product on an enrollment, the per - desktop reference price that applies to the third of three annual installment payments for such product. 2. How the Enterprise Agreement program works. The Enterprise Agreement program gives customers that wish to license one or more of Microsoft's platform products across their enterprise the means to ensure that their entire enterprise will be licensed. You and your affiliates can participate in this program by submitting one or more enrollmi:nts under this agreement. On the enrollment, the enrolled affiliate will designate the scope of its enterprise and make the initial selection of enterprise products and any additional products it wishes to license. Each enrollment must include at least one of those products that we make available to license ass an enterprise product. We may reasonably refuse to accept an enrollment. Product support is not included with the licenses under this agreement. Notwithstanding any other provision of this agreement, only enrolled affiliates identified in an enrollment will be responsible for complying with the terms of that enrollment, including the terms of this agreement incorporated by reference in that enrollment. a. Establishing price levels. The method by which price levels shall be determined as set forth in Section 13(e). b. Deriving prices from price levels. The enrolled affiliate's reference prices shall be determined as set forth in Section 13(e). c. How your enrolled affiliates acquire licenses. Orders under an enrollment will be made out to and submitted to the enrolled affiliate's reseller. We will invoice that resellor according to the terms in the applicable enrollment. While such enrollment will contain reference prices, the SLG MBA Microsoft Enterprise Agreement Terms and Conditions Page 7 of 24 v6.0 (North America) July 1, 2002 reseller and the enrolled affiliate will determine the enrolled affiliate's actual price and payment terms. d, Choosing and maintaining a reseller. Resellers. Each enrolled affiliate that signs an enrollment must choose and maintain a reseller in the enrolled affiliate's area. Resellers are authorized to resell our product liconses, but act independently and have no authority to bind us. Change of reseller. If an entity ceases to be a reseller, the enrolled affiliate must choose a replacement. If an enrolled affiliate intends to change its reseller, a change will oily be effected on the next anniversary of the enrollment effective date, or otherwise with our prior written approval. To change a reseller, the enrolled affiliate must notify us and the former reseller in writing, on a form that we provide, at least 30 days prior to the anniversary on wh ch the change is to take effect. In the case of a change of reseller, the enrolled affiliate is responsible for ensuring that all its obligations to the former reseller are met. 3. How to order enterprise product licenses. a. Pacing the initial order. Each enrolled affiliate must submit an initial order for the enterprise products it selects on its enrollment. Except as provided in the following paragraph, the order must be for USA for all enterprise products. When is the enrolled affiliate eligible to order only Software Assurance for an enterprise product? An enrolled affiliate may order Software Assurance for the enterpr se products it selects without the need to simultaneously order a License if the enrolled affiliate or any of the affiliates in its enterprise have obtained perpetual licenses for that product on an enterprise -wide basis under a previous "Enterprise Enrollment" (defined below), and the new enrollment becomes effective no later than the day following the date of expiration of that "Enterprise Enrollment." The Software Assurance order must be for the number of qualified desktops covered as of the expiration of that "Enterprise Enrollment" For all other qualified desktops i1cluded in an enrollment submitted under this agreement, the enrolled affiliate must order L&SA. The term "Enterprise Enrollment," as used in this section 3, means (1) a Microsoft Enterprise Select Agreement; (ii) an enterprise enrollment under a separate Microsoft Select Master Agreement or Microsoft Enterprise Agreement; (iii) any enterprise subscription enrollment entered into under a separate Microsoft Enterprise Subscription Agreement; or (iv) any other enrollment submitted under the Microsoft Enterprise Agreement identified on the cover page. b. Adding new enterprise products. An enrolled affiliate may only add riew enterprise products by entering into a new enrollment. c. Placing annual "true up" orders to account for additional desktops. Each enrolled affiliate must determine the current number of qualified desktops in its enterprise: (i) at each anniversary of the effective date of its enrollment (including anniversaries during any renewal); and, (ii) at the expiration or early termination of its enrollment. • If the desktop count has Increased. If the number of qualified desktops has increased, the enrolled affiliate must, submit an order for L&SA covering those additional desktops. The enrolled affiliate must place the order within 15 days following the anniversary of the enrollment effective date, expiration or termination. ■ If the desktop count has not increased. If the number has not increasej, the enrolled affiliate must submit an update statement confirming this fact on the form we provide within that 15-day period. d. Reorganizations, Consolidations, and Privatizations. If the numbE!r of qualified desktops in an enterprise changes by more than ten percent as a result of a reorganization, consolidation or privatization of an enrolled affiliate, we will work with the enrolled ,affiliate in good 5LG MBA Microsoft Enterprise Agreement Terms and Conditions Page 8 of 24 v6.0 (North America) July 1, 2002 faith to determine how to accommodate its changed circumstances in the context of this agreement. If an enrolled affiliate consolidates with a customer with an existing "Enterprise Enrollment," we will work with the enrolled affiliate in good faith to accommodate its changed circumstances in the context of this agreement. 4. How to order additional product licenses. a. Placing the initial order. Each enrolled affiliate must submit an initial order for the additional products it has selected, if any, on its enrollment. Except as provided in the following paragraph, the order must be for L&SA for all copies of those additional products. When is the enrolled affiliate eligible to order only Software Assurance for an additional product? An enrolled affiliate may order Software Assurance for additional products it selects without the need to simultaneously order a Licensed the enrolled affiliate or any of the affiliates it includes in its enterprise has obtained perpetual licenses for those products with Upgrade Advantage, Software Assurance or any similar upgrade protection, and the new enrollment becomes effective no later than one day following the expiration of that upgrade protection. The order may be for up to the number of copies covered by such upgrade protection. An enrolled affiliate may also order Software Assurance alone in any other circumstances expr(msly permitted in the Product List. For all other copies included in an enrollment submitted under this agreement, the enrolled affiliate must order L&SA. b. Adding new additional products not previously ordered. Each enrolled affiliate may, during the remainder of the applicable initial enrollment or renewal term, run new additional products under its enrollment that were not part of the initial order. To do so, the enrolled affiliate must order L&SA in the month in which the product is first run, covering all copies of that product run as of the date of the order. For any additional copies of that product run after the date of that order, the enrolled affiliate must submit orders as described in subsection 4(c) (Placing annual "true up" orders to account for additional copies) below. c. Placing annual "true up" orders to account for additional copies. Each enrolled affiliate may, during the remainder of the applicable initial enrollment or renewal term, run additional copies of those additional products it previously ordered under subsecticns (a) and (b), provided that the enrolled affiliate places a true up order for L&SA for those additional copies. The enrolled affiliate must submit an order within 15 days after the next anniversary of the effective date of the enrollment (including anniversaries occurring during any renewal) following the date on which those copies were first run. For additional copies first run in the year in which an enrollment expires or is terminated, the enrolled affiliate must submit an order within 15 days following the expiration or termination date. d. Update statements. Each enrolled affiliate must submit an update statement Nithin 15 days following each anniversary of the effective date of its enrollment, and after expiration or termination of its enrollment, on a form we provide, unless that enrolled affiliate (i) is running only enterprise products under its enrollment, and (ii) it is not otherwise required to submit an update statement under subsection 3(c) (Placing "true up" orders to account for additional desktops) above. 5. How to confirm orders. We will publish information about orders placed by each enrolled affiliate, including an elect onic confirmation of each order, on a secure site on the World Wide Web at htt /hicensin .miciosoft com or a successor site that we identify. Upon our acceptance of this agreement and enrollmen:s entered into under this agreement, the contact Identified for this purpose on the cover page will be provided access to this site. S. License grant - what your enrolled afflllates are licensed to run. SLG MBA Microsoft Enterprise Agreement Terms and Conditions Page 9 of 24 v6.0 (North America) July 1, 2002 Upon our acceptance of the enrollment, the enrolled affiliate has the following rights durinci the term of its enrollment. • For enterprise products. The enrolled affiliate may run one copy of the latest version (or any prior version) of each enterprise product, on each qualified desktop. By including affiliates in its enterprise, the enrolled affiliate sublicenses this right to each of them subject to ttie terms of this agreement. • For additional products. The enrolled affiliate may run the number of copies of each additional product ordered in the latest version (or any prior version). If an affiliate included in any enrolled affiliate's enterprise runs any copies of an additional product under this agreement, those copies are sublicensed from that enrolled affiliate subject to the terms of this agreement. The right to run any product licensed under an enrollment is temporary until: (i) the enrolled affiliate has paid all installments of the price for that product license and the applicable initial enrollment or renewal term during which that product license was ordered has expired or been renewed, or (ii) the enrolled afflllate Is otherwise entitled to perpetual licenses upon early termination as provided in subsection 12(c) (Termination of an enrollment). Thereafter, the enrolled affiliate will have perpetual licenses to run the latest version available as of such date of expiration, renewal or termination (or any prior version), of each enterprise product in a number of copies equal to the total number of qualified desktops covered by the enrollment; and Each additional product in the number of copies ordered during the applicable initial enrollment term or renewal term. In the case of early termination as provided in subsection 12(c) (Termination of an enrollment I, if an enrolled affiliate chooses only to pay amounts due and payable as of the termination date, then the enrolled affiliate will instead have perpetual licenses for the number of copies specified in subsection 12(d) (Effect of termination or expiration). Any perpetual licenses received through Software Assurance supersede and replace the underlying perpetual licenses for which that Software Assurance coverage was ordered. All perpetual licenses acquired under this agreement remain subject to the terms of this agreement and the applicable product use rights. This agreement, the applicable enrollment, the enrolled affiliate's order confirmation described in section 5 (How to confirm orders) above, and any documentation evidencing transfers of licenses as described in subsection 11(a) (How to transfer), together with proof of payment, will be the enrolled affiliate's evidence of all licenses obtained under its enrollment. T. How to know what product use rights apply. The product use rights applicable to products licensed under each enrollment are as follows. a. For latest versions available as of an enrollment effective date. For tho latest version of any product available on or before the enrollment effective date, the product use rights in effect on the enrollment effective date for that product and version apply. b. For versions and products that become available after an enrollment effective date. For any version of any existing product, or any new product, first made available after the enrollment effective date, the product use rights in effect on the date on which the version or product first becomes available apply (subject to our commitment on use rights below). c. For versions of a product that predate the latest version available as of an enrollment effective date. If an enrolled affiliate is using a version of any product licensed under its enrollment that became available prior to the version that was current on the enrollment effective date, the enrolled affiliate's use of the earlier version will be governed by the product use rights that would apply if the enrolled affiliate were using the version licensed under the SLG MBA Microsoft Enterprise Agreement Terms and Conditions Page 10 of 24 v6.0 (North America) July 1, 2002 enrollment, or in the case of Software Assurance or L&SA, the latest version that is or becomes available at any time during its enrollment. d. Microsoft's commitment on use rights. For all products — use rights fixed by version. We will not change an en oiled affiliate's product use rights under this agreement for any version of a product after it becomes available to that enrolled affiliate under its enrollment. For enterprise products — no detrimental use right changes in new versions. (i) For new versions made available during the initial enrollment term. If we make available a new version of any enterprise product during the initial enrollmen: term and that new version is subject to certain use rights that are more restrictive than those that applied to a prior version under an enrollment that was or became available during the it itial enrollment term, the enrolled affiliate may run that new version without being subject to those certain more restrictive use rights. (ii) For new versions made available during each renewal term. Upon each renewal of Software Assurance for an enterprise product, an enrolled affiliate's use of that product will be governed by the use rights that apply to the latest version of that product available as of the date of that renewal, including any terms that are more restrictive than those that applied to a previous version of that product licensed by that enrolled affiliate under its enrollment during the preceding term. However, if during a renewal term we make available a new version of that same enterprise product with certain use rights more restrictive than those use rights that applied to a prior version licensed under an enrollment that was or became available during that same term, the enrolled affiliate may run the new version without being subject to those certain more restrictive use rights. (iii) New features or functionality. The right described in subsections (i) and (ii) above does not apply to product use rights that relate specifically to new features or functionE lity added to a new version. To the maximum extent permitted by Florida law, in lieu of your obligation to indemnify us under various provisions of the product use rights, you will be responsible for any cost or damages arising from any claim to which your indemnity obligation would otherwise apply. B. No Services. Notwithstanding any offerings that may exist for our non -government customers, services shall not be offered pursuant to this agreement, but may be obtained pursuant to a separate Microsoft Services Agreement which you may choose to enter into. 9. Software Assurance Membership. Throughout the term of its enrollment (including any renewal), each enrolled affiliate automatically qualifies as a member of Microsoft's Software Assurance Membership program. Membership may entitle the enrolled affiliates to special benefits. For a description of these benefits, an enrolled affiliate should consult its reseller or Microsoft account manager. 10. Making copies of software. a. Copies necessary for internal deployment. Each enrolled affiliate may make as many copies of the products licensed under its enrollment as necessary to distribute the products to the users within its enterprise. All copies of any product must be true and complete copies (including copyright and trademark notices) and be made from CD-ROMs, disk sets or a network source, acquired from or made available by a Microsoft approved fulfillment source for thal product. Each enrolled affiliate may also have a third party make and distribute copies in its place, but the enrolled affiliate is responsible for third -party actions to the same extent it would be if the third party were its employee. We shall work with you in good faith to resolve any issues you may have SLG MBA Microsoft Enterprise Agreement Terms and Conditions Page 11 of 24 v6.0 (North America) July 1, 2002 in making or obtaining licensed copies of products in a timely manner. You anc your affiliates must make reasonable efforts to make employees, agents and other individuals running a product aware that the product is licensed from us and may only be run or transferred subject to the terms of this agreement. b. Copies for training, evaluation and back-up. During the term of its enrollment (including any renewal), each enrolled affiliate and any affiliate included in its enterprise may (i) run up to 20 complimentary copies of any additional product in a dedicated training facility on :heir premises; (ii) run up to 10 complimentary copies of any product that we make available to license as an additional product for a 60-day evaluation period; and (iii) make and retain one complimentary copy of any licensed product for back-up or archival purposes for each of their distiict geographic locations. c. Re -imaging rights. If an enrolled affiliate or any affiliate included within its enterprise has licensed products from an original equipment manufacturer (OEM), through a retail source or under any Microsoft program other than this Enterprise Agreement program, it may use copies made from the media provided under the enrolled affiliate's enrollment in place of any copies made from the media provided through that separate source, so long as it complies with the following restrictions. (i) The enrolled affiliate must have obtained a separate license from the separate source for each copy being replaced. (ii) The product, language, version and all components (in the case of product ,suites, such as Office) of the copies made from the media provided under an enrollment must be identical to the product, language, version and all components of the copies they replace. (iii) In the case of copies licensed from an original equipment manufacturer (OENI) or through a retail source, in addition to the other conditions outlined in this subsection 10(c), the product type (e.g, upgrade or full license) of the copies made from the media provided under an enrollment must be identical to the product type of the copies they replace. However, an enrolled affiliate may use copies of a desktop operating system made from the media provided under its enrollment in place of copies of the same desktop operating system obtained from a separate source, even though they may be of different types (i.e. one may be an upgrade and the other a full license), provided that the product, language and version are identical. The use of any copies made under this subsection 10(c) is subject to the terms and use rights provided with the copies being replaced, and nothing in this section creates cr extends any warranty or support obligation. 11. Transferring licenses. a. How to transfer. An enrolled affiliate may transfer perpetual licenses ordored under an enrollment to an affiliate, as defined in the Microsoft Business Agreement, or to an unaffiliated third party in connection with a privatization of the enrolled affiliate, as long as the enrolled affiliate provides us with prior written and signed notice, on a form that we provide, that includes: (i) the applicable enrollment number; (ii) the quantity of licenses being transferred ,)y product and version; (iii) the name, address and contact information of the transferee; and (iv) any other information that we may reasonably request. For all other transfers of licenses to unaffiliated third parties, our written consent is required. We will not withhold our consent unreasonably. No license transfer will be valid unless the transferee accepts in writing the applicable product use rights, use restrictions, limitations of liability, and the transfer restrictions in this section 11. Any transfer made in violation of the requirements or restrictions of this section will be void. b. When transfers are not permitted. An enrolled affiliate may not transfer (i) licenses on a short-term basis, (ii) temporary rights to use products, (iii) Software Assurance coverage, (iv) SLG MBA Microsoft Enterprise Agreement Terms and Conditions Page 12 of 24 v6,0 (North America) July 1, 2002 perpetual licenses for any version of any product acquired through Software Assurance separately from the underlying perpetual licenses for which that Software Assurance coverage was ordered; or (v) upgrade licenses for a desktop operating system product separately from the underlying desktop operating system license or from the computer system on which the product is first installed. 12. Term, termination and renewal. a. Term. This agreement will remain in effect for 36 full calendar months following its effective date, unless it is terminated as described below. Each enrollment will have the term provided in that enrollment. b. Termination of this agreement Either party may terminate this agreement if the other party materially breaches its obligations under this agreement or the terms and conditions of the Microsoft Business Agreement. Except where the breach is by its nature not cu; able within 30 days, the terminating party must give the other party 30 days written notice and opportunity to cure prior to termination. Effect of termination. Such termination will merely terminate either party's and its affiliates' ability to enter into new enrollments under this agreement. Such termination will not affect any enrollment not otherwise terminated, and any terms of this agreement applicable to any enrollment not otherwise terminated will continue in effect with respect to that enrollment. c. Termination of an enrollment - general. Either party to an enrollment may terminate it if the other party materially breaches its obligations under this agreement, including any obligation to submit orders or pay amounts owed (even if such non-payment is caused by non -appropriation of funds). If we terminate an enrollment, we may also terminate this agreement and all other enrollments under it, unless the basis for termination of the enrollment is non-aopropriation of funds to the enrolled affiliate, in which event we may only terminate the affected enrollment. Except where the breach is by its nature not curable within 30 days, the terminating party must give the other party 30 days notice and opportunity to cure. If we give such notice to an enrolled affiliate, we will give you a copy of that notice as well. If an enrolled affiliate ceases to be your affiliate, you must promptly notify us of this fact, and we may terminate its enrollment. d. Termination of an enrollment - non -appropriation of funds. An enrolled affiliate may terminate an enrollment without liability, penalty or further obligation to make aayments, but subject to Section 12(e), below (Effect of expiration or termination), if funds to rr ake payments under the enrollment are not appropriated or allocated for such purpose. e. Effect of termination or expiration. Upon expiration or termination of any enrollment, the enrolled affiliate must order licenses for all copies of products it or its affiliates have run under its enrollment for which the enrolled affiliate has not previously submitted an order. Except as provided in the next paragraph, in the event of termination, all unpaid installments of the purchase price for any licenses will immediately become due and payable, and the enrolled affiliate will be entitled to perpetual licenses only after all such payments have been made. If (i) an enrolled affiliate terminates its enrollment as a result of our breach, or (ii) we terminate an enrolled affiliate's enrollment because it has ceased to be your affiliate, or (iii) you terminate an enrollment for non -appropriation of funds, or (iv) we terminate an enrollment for non-payment due to non -appropriation of funds, then the enrolled affiliate will have the following options. It may immediately pay the total remaining amount due, including all installments, in which case the enrolled affiliate will have perpetual licenses for all copies of the products it has ordered. As an alternative, it may pay only amounts due and payable as of the termination date, in which case the enrolled affiliate will have perpetual licenses for (i) all copies of all products for which payment has been made in full, and (li) the number of copies of products for which payment has been made in installments that is proportional to the amount that has been paid as of the termination date. SLG MBA Microsoft Enterprise Agreement Terms and Conditions Page 13 of 24 v6.0 (North America) July 1, 2002 r f. How to renew an enrollment We will provide each enrolled affiliate with 60 days prior written notice of expiration of its enrollment or renewal term advising it of its renewal options. An enrolled affiliate may have the option to renew its enrollment for successive terms of 12 or 36 full calendar months. We and our affiliates will not unreasonably reject any renewal order. However, we may make a change to the Enterprise Agreement program that will make it necessary for you and your enrolled affiliates to enter into new agreements and enrollments. Placing renewal orders. To renew, the enrolled affiliate must submit a renewal order within 30 days after the previous term expired. The renewal order must be for Software Assurance for (i) all enterprise products previously ordered for all qualified desktops in the enrolled affiliate's enterprise as of the date of that renewal order, and (ii) all copies of additional products for which the enrolled affiliate elects to renew Software Assurance. Each renewal term w iI start the day following expiration of the prior term. An enrolled affiliate may not add new enterprise products not previously ordered during the initial term as part of its renewal; to license low enterprise products it must submit a new enrollment. Consequences of non -renewal. If the enrolled affiliate elects not to renew it,,; enrollment or Software Assurance for any additional product under its enrollment, and it otherwise allows Software Assurance for any copies of any products licensed under its enrollment to lapse, then the enrolled affiliate will not be permitted to order Software Assurance for such copies later without first acquiring USA. g. Non -appropriation of funds. The State of Florida's performance and obligation to pay under this contract is contingent upon an annual appropriation by the legislature. Nothing in the preceding sentence shall be construed to modify those sEwtions of this agreement that relate to either (i) the determination and adjustment of reverence price; (ii) the eligibility of an affiliate to place Software Assurance renewal orders; or (iii) the termination of enrollments and subsequent issuance of partial license confirmations in the event of an affiliate's non -appropriation of funds. 113. Miscellaneous. a. Entire agreement. The documents identified on the cover page to this agreement constitute the entire agreement concerning the subject matter and supersede any prior or contemporaneous communications. In the case of a conflict between any of these documents that is not resolved expressly in the documents, their terms will control in the order specified in the Microsoft Business Agreement. The terms of any purchase order or any general terms and conditions you or your affiliates maintain, other than those mandatory terms required by statute o - regulation, do not apply. This agreement (except the product use rights and the Product List) can be changed only as required by law or by an amendment signed by both parties. b. Survival. provisions regarding product use rights, restrictions on use, evidence of perpetual licenses, transfer of licenses, warranties, limitations of liability, confidentiality, compliance verification and obligations on termination or expiration will survive termination or expiration of this agreement or any enrollment. c. independent contractors. Resellers are independent contractors who act in tneir own name and for their own account; they have no authority to bind or impose any obligation or liability upon US. d. Copyright Violation. Except to the extent you are licensed under this agreement, you will be responsible for your violation of our copyright in the products, including payment of license fees specified in this agreement for unlicensed use. Your liability under this paragraph is subject to the limitations found in Section 768.28(18), Florida Statutes, and nothing in this paragraph shall be deemed to alter the limits set forth in therein. SLG MBA Microsoft Enterprise Agreement Terms and Conditions Page 14 of 24 v6.0 (North America) July 1, 2002 e. Determination of reference prices Reference prices for additional products and enterprise products shall be determined as follows: (1) Determination of pricing for additional products. With respect to'a product pool for which additional products are made available, during the term of each enrollment executed hereunder, and provided that you are party to a Microsoft Select Agreement (or its successor) during such term, the volume discount level for each additional product ordered pursuant to such enrollment in each product pool shalt be the same volume discount level that corresponds to such pool in such Select Agreement. For fixample, if the volume discount level for the Servers pool in the State's Select Agreement is "Level D,"then the volume discount level hereunder for additional products in the Servers Pool shall also be `Level D." (2) Determination of pricing for enterprise products. (A) Determination of horizon ;price level. For each product family and fur each annual pricing period, we will dotarmina a horizon price level that shall apply to all enrollments containing enterprise products in such product family which have effectiv6 dates that fall during such pricing period, pursuant to Table 1 in Addendum A, by matching the horizon desktop count for such family (as of the annual pricing date which immediately precedes such annual pricing period) with the column marked "Annual Price Level Name." For example if, as of the annual price date upon which the determination cif horizon price level for an annual pricing period is to be made, the horizon desktop count for the Office family is calculated to be between 60,000 and 79,999 qualified desktops, then the horizon price level for the Office family for such annual pricing period shall be the "60K Premium Level. " (6) Determination of initial price level, For each product family and for each annual pricing period, we wd determine an ini'ttai price level that shall apply to all enrollments containing enterprise products in such product family which have effectivE dates that fall during such annual pricing period, pursuant to Table 1 in Addendum A, b i matching the aggregate family desktop count for such family (as of the annual pricing date which immediately precedes such annual pricing period) with the column market' "Annual Price Level Name." For example if, as of the annual price date upon which the determination of initial price level for an annual pricing period is to be made, the aggregate family de; ktop count for the Office family is calculated to be between 80,000 and 119,999 qualified desktops, then the initial price level for the Office family for such annual pricing period sh 311 be the 80K Premium Level." (C) Establishing component initial desktop reference prices for new enrollments. The Government EA Pnce List provides' to reseffers generally contains refereince prices for the following common enterprise products: • Microsoft Office Professional, • Microsoft Windows XP Professional Operating System Upgrades; • Microsoft Core CAL; and • Microsoft Desktop Professional (which is a suite composed of the preceding three component products, and the reference price for which is equal to the sum of the three component reference prices less the applicable platform discount). For the purposes of the agreement, the Government EA Price List entry for Microsoft Desktop Professional (or any other enterprise product we might add to such price list that is a combination of component products from different product families) shall not apply, SLG MBA Microsoft Enterprise Agreement Terms and Conditions Page 15 of 24 Vs.o (North America) July 1, 2002 since this section 13(e) provides an alternate and equivalent means by which the component products of such suite shall be priced. Rather, the compoeer is of Microsoft Desktop Professional (or other suite of products from different product families) shall be sold as separate line items to the reseller. This is necessary in order that the year 3 desktop reference prices which apply to each of the product families which contain the component products may be adjusted separately, as set forth below in Section 13(e)(2)(G). On each annual pricing date, we will establish a list of 3-year desktop reference prices, year 1 desktop reference prices, year 2 desktop reference prices, and year 3 desktop reference prices (collectively, "initial desktop reference prices'7 for each of the most commonly requested enterprise products, plus any other enterprise products for which you may have requested reference prices. We will provide you with a list of such reference prices. We will also provide your reseller(s) with a list of such initial desktop reference prices, along with the corresponding confidential reseller costs. Such initial desktop reference prices shall apply to all new enrollments signed during the annual pricing period which immediately follows such annual pricing date, but not thereafter, unless different initial prices are agreed upon in writing between us and an enrolled affiliate (or between us and you) based upon certain exceptions to standard terms including (but not limited to) applied credits and/or deferred payment schedules. Initial desktop reference prices and true up desktop reference prices for each enterprise product sold on an enrollment which becomes effective during an annual pricing period shall be calculated, using the formulas below, using each such product's standard license Select reference price ("L) (except as noted below with respect to the Windows Professional Upgrade) and one-year Software Assurance Select reference price ("SA") pursuant to the reference prices found on the Select Price List which is in effect as of the annual pricing date upon which the determination is being made for such annual pricing period, and using a Select volume discount level that is determined for each pool based on the respective initial desktop count and horizon desktop counts for the corresponding product family as of such annual pricing date, as follows: Qualified Desktops Select Level 15,000 or more 6,000-14,999 D C 2,400 - 5,999 B 2,399 or less A For example, if, as of the annual pricing date for which a determination is being made, both the horizon and initial desktop counts for the Office family are 15,000 or more qualified desktops, then the Select reference prices that apply when calc:rtating "L" and "SA" for products in the Office Family, for use in the below formulas, shall oe based upon the "Level D" Select reference prices for such products. For the purposes of determining the value of "L" solely with respect tc the Windows Professional Upgrade, sixty percent (6001.) of the Select reference price of such Upgrade shall be used. The following formulas shall apply: (i) for orders of License & Software Assurance on an initial order made pursuant to a non -renewal enrollment, the initial annual reference prices shall be calculated according to the following formulas: SLG MBA Microsoft Enterprise Agreement Terms and Conditions Page 16 of 24 v6,0 (North America) July 1, 2002 Formula for 3-year desktop reference price (using the horizon desktop count to determine the applicable Select volume discount levels): (j L + ( 3 x SA ) J x 0.85 ); less (a) an additional premium level discount (if applicable); less (b) a platform discount (if applicable) pursuant to the terms and conditions below governing such additional discounts. Formula for both year 1 and year 2 desktop reference prices (using the initial desktop count to determine the applicable select volume discount 'evels): ( ( L + ( 3 x SA ) J x 0.85 / 3 J; less (a) an additional premium level discount (if applicable); less (b) a platform discount (if applicable) pursuant to the terms and conditions below governing such additional discounts. Formula for year 3 desktop reference price: ( 3-year desktop reference price - year 1 desktop reference price - year 2 desktop reference price) (li) for orders of Software Assurance on an initial order made pursuant to a renewal enrollment, the initial annual reference prices shall be calculated according to the following formulas: Fomwla for 3-year desktop reference price (using the horizon desktop count to determine the applicable select volume discount levels): ( ( 3 x SA ) x 0.95 ); less (a) an additional premium level discount (if applicable); less (b) a platform discount (if applicable) pursuant to the terms and conditions below goveming such additional discounts. Formula for both year 1 and year 2 desktop reference prices (using the initial desktop count to determine the applicable select volume discount ,evels): ( SA x 0.95 ); less (a) an additional premium level discount (if applicable); less (b) a platform discount (if applicable) pursuant to the terms and conditions below governing such additional discounts. Formula for year 3 desktop reference price: ( 3-year desktop reference price - year 1 desktop reference price - year 2 desktop reference price ) (iii) for orders of License & Software Assurance on the first anniversary true up order made pursuant to either a renewal enrollment or a non -renewal enrollment, the true up desktop reference price shall be calculated according to the following formula (using the initial desktop count to determine the applicable select volume discount levels): ( L + ( 2.5 x SA) J x 0.85, less an additional premium level discount (if applicable); less a platform discount (if applicable) pursuant to the terms and conditions below governing such additional discounts; (iv) for orders of License & Software Assurance on the second anniversary true up order made pursuant to either a renewal enrollment or a non-rene #al enrollment, the true up desktop reference price shall be calculated according 'o the following formula (using the initial desktop count to determine the applicable select volume discount levels): ( L + ( 1.5 x SA ) ) x 0.85; less an additional premium level discount (if applicable); less a platform discount (if applicable) pursuant to the terms and conditions below governing such additional discounts; and SLG MBA Microsoft Enterprise Agreement Terms and Conditions Page 17 of 24 v6.0 (North America) July 1, 2002 (v) for orders of License & Software Assurance on the third anniversary true up order made pursuant to ether a renewal enrollment or a non-rene Nat enrollment, the true up desktop reference price shall be calculated according 'o the following formula (using the initial desktop count to determine the applicable select volume discount levels): ( L + ( 0.5 x SA)) x 0.85; less an additional premium level discount (if applicable); less a platform discount (if applicable) pursuant to the terms and conditions below governing such additional discounts. The results of each of the above calculations will be rounded to the nearest penny. (D) Additional discounts applied to initial prices for components. After milculating initial prices for each component enterprise product pursuant to the above formulas, the following additional discounts may be applied to such prices, subject to the terms and conditions below. (a) A "premium level discount' will be applied to an enterprise product, provided that the aggregate family desktop count that applies to such product is equal to or greater than 40,000 qualified desktops. The amount of such premium level discount with respect to initial price levels shall be determined according to Table 1 in Addendum A, by matching the initial desktop count for the applicable product family (as of the annual pricing date which immediately precedes such annual pricing period) with the applicable column under the heading "Premium Level Discount." The amount of such premium level discount with respect to horizon price levels shall be determined according to Table 1 in Addendum A, by matching the horizon desktop count for the applicable product family (as of the annual pricing date which immediately precedes such annual pricing period) with the applicable column under the heading "Premium Level Discount." Such premium level discount (if any) will be applied before applying a platform discount (if any). For example, if the year 1 annual reference price of a component product in a non -renewal enrollment, before a premium level discount and/or platform discount is applied, is $100.00, and if the initial price level for the product family for the applicable annual pricing perioc' is determined to be the 80K premium level, then a corresponding premium level discount of 6% will be applied (i.e. a discount of 6 percent of $100, 00, or $6.00), such that the resulting initial annual reference price before the platform discount is applied will be: ( $100.00 — $6.00) _ $94.00. For another example, if the 3-year reference price of a component product in a non -renewal enrollment, before a premium level discount and/or platform discount is applied, is $300,00, and if the horizon price level for the product family for the applicable annual pricing period is determined to be the 60K premium level, then a corresponding premium level discount of 4% will be applied (i.e. a discount of 4 percent of $300.00, or $12.00), so the resulting 3-year reference pice before the platform discount is applied will be: ( $300.00 — $12.001 _ $288. 00. (b) A 'platform discount" will be applied to component platform products (e.g. Microsoft Office Professional) ordered pursuant to platform SLG MBA Microsoft Enterprise Agreement Terms and Conditions Page 1 a of 24 v6.0 (North America) July 1, 2002 enrollments, but not to other enterprise products, if any, ir, such platform enrollments (e.g. a platform discount would not app1ll to Microsoft Project). Such premium level discount (if any) will b6 applied after applying a premium level discount (if any), and shall be as follows: Such platform discounts are as follows: N 155yo for initial orders of License & Software Assurance on non - renewal enrollments; (ii) 5% for initial orders (but not true up orders) of Software Assurance for renewal enrollments; and (fii) 15% for true up orders of License & Software Assurance for both renewal enrollments and non -renewal enrollments. For example, if the year 1 desktop reference price of a component product in a non -renewal platform enrollment, after the premium level discount is applied, is $94.00, then a platform discount :)f 15% will be applied (i.e. 15% of $94,00, or $14.10), so the resulting initial annual reference price will be ( $94, 00 - $14.10) = $79.90. The results of each of the above discount calculations will be rounded to the nearest penny. Platform discounts will be provided so long as they are made generally available to all volume licensing customers. if the amount of such generally available platform discount is either increased, decreased, or eliminated, such increase, decrease or elimination will apply to the annual pricing period which immediately follows such event. (E) Annual provision of reference prices. Table 3 in Addendum A stows the initial desktop reference prices, year f desktop reference prices, and year 2 desktop reference prices that shall apply during the first annual pricing period hereunde•, Table 4 in Addendum A shows the true up desktop reference prices that shall apply during the first annual pricing period hereunder. We will provide you with new initial annual reference prices on or before the first day of each subsequent annual pricing period. (F) Oeterminathon of I" anniversary, V' annive-Wm and enOLngrice levels. Upon each annual pricing date, and for each product family, we will both. (I) determine a volume discount level by matching the aggregate family desktop count for such family (as of such annual pricing date) with the column marked "Annual Price Level Name. "pursuant to Table 1 in Addendum A. Such volume discount level shall: • be referred to hereafter as the "16r anniversary price level' with respect to enrollments (if any) for which the first anniversary of their effective dates falls during the annual pricing period which immediately follows such annual pricing date; and • be referred to hereafter as the "2d anniversary price level" with respect to enrollments (if any) for which the second anniversary of their effective dates falls during the annual pricing period which immediately follows such annual pricing date; and (ii) determine an "ending price level' with respect to enrollments for which the second anniversary of their effective dates falls during the annual pricing period which immediately follows such annual pricing date. Such ending price level shall be SLG MBA Microsoft Enterprise Agreement Terms and Conditions Page 19 of 24 V6.0 (North America) July 1, 2002 determined according to the relationship between initial price level, ts' anniversary price level, and god anniversary price level, respectively, according to the following table: SLG MBA Microsoft Enterprise Agreement Terms and Conditions Page 20 of 24 v6.0 (North America) July 1, 2002 Annual Price Level Criteria: Examples with sam le price levels: If the 1"' And the 2" d then the Initial 1$1 2nd anniversary anniversary ending Annual Anniversary Anniversary Ending price level price level price level Price Annual Price Annual Price Price is: Is: will be: level Level Level Level the same as The initial the initial any level price level 80K 80K Any Level 80K price level the same or Higher than higher than The first the initial the first anniversary 80K 120K or 120K or 120K price level anniversary price level higher higher price level lower than the first Higher than anniversary the second the initial price level anniversary 60K 120K 80K 80K price level but higher price level than the initial level Higher than the same as the initial or lower than The initial 80K 120K 80K or 6OK 80K price level the initial price level price level the same or Lower than lower than The first the initial the first anniversary 60K 40K 40K or D 40K price level anniversary price level price level higher than the first Lower than anniversary the second the initial price level anniversary 60K D 40K 40K price level but lower price level than the initial level the same as Lower than or higher The initial the initial than the price level 60K D or 40K 60K or EOK 60K price level initial price level For the purposes of the above table, one annual price level is "higher" than another volume level if the minimum aggregate family desktop count requirement f:lr such level is greater than that for the second level, and one annual price level is "lowe," than another volume level if the minimum aggregate family desktop count requirement for such level is SLG MBA Microsoft Enterprise Agreement Terms and Conditions Page 21 of 24 v6.0 (North America) July 1, 2002 lower than that for the second level. For example, the 40K Premium Level is lower than the 60K Premium Level, but is higher than Level D. (G) Adiustments to year 3 desktop reference prices won sustained incrmse of annual price level. The year 3 desktop reference prices of each enterprise product in each enrollment is subject to reduction, provided that the ending price level for the applicable product family has increased, relative to the horizon price level. Such reduction in year 3 desktop reference price will be determined separately for each product family, prior to the second anniversary of each enrollment's effective date, based upon adjustment multipliers determined pursuant to Table 2 in Addendum A. The adjustment multiplier for each applicable product family on an enrollment is determined pursuant to such table by finding the intersection of (i) the column which .orresponds to the combination of initial price level and horizon price level, and (ii) the line which corresponds to the ending price level. To determine the adjusted year 3 desktop reference price for an enterprise product, the adjustment multiplier applicable to each enterprise product will be multiplied by the originally calculated year 3 desktop reference price for such product, and the resulting amount shall be rounded to the nearest Penny. LH1 Additional terms and conditions. You acknowledge and agree that there may be certain instances in which the reference prices of certain enterprise products in certain enrollments executed by affiliates, whether under this Enterprise Agreement or otherwise under a separate Enterprise Agreement or Enterprise Subscription agreement, may be adjusted in ways that vary from the adjustments agreed upon in Section 1.3te)(2){G), pursuant to separate agreement between the enrolled affiliate and us. ' uch rnslancws may include, but are not limited to, those enrollments: (i) that were executed prior to this enterprise agreement; (ii) that contain other enterprise products than those in the three product families defined herein; (W) for which we negotiate a special payment schedule such as a "ramped" installment payments; and (iv) for which a special price is negotiated to match the equivalent Select reference price for sufficient licenses, suct as to account for unexpired Upgrade Advantage and/or Software Assurance. in the event that, in the absence of this Section 13(e), an enrolled affiliate would otherwise qualify for a lower reference price, for one or more of its chcsen enterprise products, than the corresponding reference price(s) for such enterprise product(s) as determined pursuant to the terms and conditions hereof, the lower of the two reference prices for each such enterprise product shall apply. Reference prices are provided only for the purpose of comparison. Actual pricing and payment terms will be determined by agreement between each enrolled affiliate and its chosen reseller. A# adjustments to reference prices defined herein will correspond to a proportional adjustment we will make to the reseller's confidential cost. The State shall, in the normal course of business, post this agreement to the State's MyFlorida.com website. SLG MBA Microsoft Enterprise Agreement Terms and Conditions Page 22 of 24 v6.0 (North America) July 1, 2002 Addendum A Table 1: Volume Level Determinations Horizon Desktop Count or Initial Desktop Count Annual Price Level Name EA I Select Price List Volume Level Premium Level Discount Below 40,000 Level D Level D 41A 40,000 - 59,999 40K Premium Level Level D 2.00% 60,000 - 79,999 60K Premium Level Level D 4.0% 80,000 - 119,999 BOK Premium Level Level D 6,0% 120,000 - 299,999 120K Premium Level Level D 7.5% 300,OD0 - 499,999 300K Premium Level Level 0 9. 0 % 500,000 or more SOOK Premium Level Level D 10,0% Table 2: Multipliers to apply to "romped" Year 3 price: initial Price Laval D 40K 40K SOK 1 60K 60K SOK Horizon Price Level D D 40K D I 40K 450K D Level D 1.000 1,000 11,000 1 000 1 1000 CM , Me 40K Premium Level 0940 0942 1000 0,944 i I'aw 1 000 0,946, 60K Premium Level 0.880 0885 0,939 0889 0,941 � 80K Premium Laval 0,820 0,827 0,878 0.933 0,882 0 939 5-9 B 120K Premium Leven 0,775 0.794 0S32 0.792 0.8361 0891 1 0,199 w 300K Premium Laval 0730 0,74() 0 786 0.750 07941 0844 0, 759 500K Premium Level 0,700 0,712 0155 o 722 f),7651 0813 1) -732 1 Initial Price Level., SOK SOK sox 120K 120K I 120K — 120R— Horizon Price Level 40K 60K WK D 40K 60K OOK Loy"I D I I .Ooo 1..000 1000 1.00u I wo 1,000 40K Premium Level 1 GOO I OW 1.000 0946 1000 1000 1 W, T: fi, -Z 60K Premium Level 0943 11000 1 000 0896 0,945 1,000 1 1.30u 80K Premium Level 0.887 io 940 WO 0.643 0,890 D 942 15W 120K Premium Level 0644 0:895 0,952 0.804 0.849 0898 0454 uci 300K Premium Level 0.802 0,850 0,904 0765 0807 0854 U ;6-7 SOOK Premium Level 0,774 0 no 0,872 0,739 0780 0825 0376 Initial Price Level 120K 300K 300K 300K 300K 300K 300f1_ Horizon Price Level 120K D 40K 60K $OK 120K 3009 Level D 1000 1,000 1000 1,000 1 000 1000 1 )OL, 40K Premium Level 1.000 0949 1 ON 1 ow 1 000 1 ow 'YX SOK Premium Level 1,000 0898 0,946 1,000 1 000 1 GOO )00 90K Premium Level 1000 0.847 0893 0,943 1,000 1 000 1,57 120K Premium Level 1000 0,809 0853 0,901 0955 1000 1,)00 uj 300K Premium Level 0951 0 771 0113 Use 0910 0.953 1,300 SWK Premium Level 0,919 0746 0.706 0.830 0880 0,921 0.967 Initial Price Level 500K SOCK 500K 500K SOOK 500K SWK Horizon Price Level 0 40K 60K UK 120K 300K 5009 Level D 1.000 1 000 I'MO 1,000 1.000 1 DOC I 40K Premium Level 0950 1.000 1.000 1.o00 1,000 I,ow I 60K Premium Level 0,900 0947 1,000 1.000 1 DOO 1 000 1 ")OL, SOK Premium Level 0 Ow 0 ags, 0.944 1.000 1,000 1.000 1 3w *20K Premium Level 0813 0. d55 2!11 2 2 1 L12 1 1 1 U.1 30OK Premium Level 0,775 0 861. a! U11 � I a 95,1 0001 1.300 500K Premium Level j G. 750 f 0.7691 0.833 0.682 f 0.923 f 0.968 f 1.)00[ SLG MBA Microsoft Enterprise Agreement Terms and Conditions Page 23 of 24 v6.0 (North America) July 1, 2002 Abddendum A (Continued) Table 3: Per -Desktop Reference Prices for Initial Orders Under Enrollments During the let Annual Pricing Period The following reference prices are calculated pursuant to Section 12(d), using an 80K Initial Price Level and an 80K Horizon Price Level, which are based on the following desktop counts as of the 1st annual pricing date, none of which are scheduled to expire by the second annual pricing date: 1 1 o'ce Watdo vs CA: Larn Enterprise Fivoi 2815 86,751 84'r-1 moo-Aarrawel enrotbrients Renewal EnrolwWrt" 3-Ye4r D-*lop Reference plico *r I oyeektW FI*I*wc* Price VON 2 Desidop Reference Price year 3 0"" Ratorence Prim S-Yrpar D"ktW Referents Price Yost I Desktop Relevance Price Year 2 Desnop Ra4erenve Price Year T- Dookiop FFR�afterelce 2 Price - MOM CZ 30C, 42 10014 100,14 too IA 144137 4622 46:P-' Cote CAL 21653 72 la 72 18 72.17 10448 34.83 M si 4, Q Exchange CAL 712 71 2424 2424 24 173 3443 1161 11:6=1 1 61 office Pro 534 53 176,18 *178 to 176 1' 1�78 62 9267 02,81 V2 88 01hed, SW 44-,446 WA2 147,02 14781 23039 7680 1660 6 59 Shavol"olni CAL -- 5oc 2583 ZS 83 26 84 3751 2.5D 12 SO -.2,51 SYAS CAL 1474 1491 14,91 1A 92 2143 7 14 7 14 71-5 SOL CAL 1 40 5380 53.80 53 W 77 69 25,911 21, A0 -r' '% 9 CAL 32 ?b I D,92 1012 10S2 1807 5 X 516 5351 iWMV. 161 W 53.931 S3 23 53 94 I 15 IV ---' 3=1 3840 Is 40 platform Enrollments Nor�!Ptanmsf Earatknents Renewal Enroliments, 3-Year Desktop Reference Price Year I o"" Retarsoco Pr" ----Yew 2 D"" Relereace Price Year 3 Des" PAlerance ft'" .. 3-Year Des" Rs"fonce pr" year I Desktop Retwe"Ce Price Year 2 Desktop Reference prks year T- Desktop PMOWL416M 14111.0 - backoffilco CAL 25r, 36 8512 OQ 135.12 137.44 45 It 1 4581 47-W Core CAL I 11A t-a 61 3Z 6135 61 36 9920 X1 00 33 Oii Ex che CAL _aor 61 fia 12060 1 "10601 2060 3309 11,03 11 W I I W 01fte Pro 454 M 15145 151 AS 151 4S 284.89 1 8821 as 211n std VU V1 125 65 1 '563 218.47 724ro 712 41� 71! SMrePoln CAL 65 as 2196 L; � 71 FS 36.63 11 " 11 &A 178-7 SMS CAL 38 r.n 12,67 1267 1269 zo 36 8,75 P 79 15 60 SOL CA' la71s 45J3 45731 4673 -'jal 2A 61 24 f; 1 „4 5114 lWtndows CAL 27 85 928 9 "! 929 1527 5.09 500 5 0 1 [W&F0-n- rp owa pr7j-5-*jj 13753 45 S4 445 45V" If$- &A , X.45 -V - Note that the Year 3 Desktop reference Pnoe Is subject to reduction in certain cases, pursuant to the terms and conditions of Section 12(d). Table 4: Per Desktop True Up Reference Prices for Enrollments Under Enrollments During the 1st Annual Pricing Period Non-platforril FTIMUM01115 Plattom EtIrollniards lot ArIntwersary True tip Desktop Ralwaftm Pries end Anniversary Trtw Up Desktop Reference Price and Anniverrt" True Up 0"" Rat"Ace prka lit Arml~swy True Up D"1111010 Reference Price 2nd ArtnWatsary true Lop Desktop Reference Price and A..Jrrerssly true Up Desktop 14900'ronco pf" BsckOftim CAL 21re 0 235'71 102.40 2J7 UL 2W 36 163661 Corr CAL 2W q-, 160,791 13B,63 17(v a I I A4,32 11784 Ex!tffZ CAL 57.52 V 13 1 48,74 V,7 3D 48.56 39:73 ut-Fts pro 49298 409L89 326.79 410.03 348.41 777,77 Office Std 4011 CC 340.37 271,66 347 73 289 3a 2W 9.� Shinteftint CAL 7191 60.72 4U.54 61,12 51 42 V SMS CAL 41 !kS 3516 28,76 3532 29 ep 2445 CAL 14061 120 CA t2.17 127.34 10764 87,95 j V.d CAL X 16 25,57 20 77 25.81 i '�1!13 1705 IWY,00" Pnqs"Amsr t44,62 f to.26 75.9f iEEj 93.72 64.52 SLG MBA Microsoft Enterprise Agreement Terms and Conditions Page 24 of 24 v6.0 (North America) July 1, 2002 BOARD OF COUNTY COMMISIONERS MEMORANDUM To: Faye W. Outlaw, MPA County Administrator From: Dennis Wetzel, Director Date: January 21, 2009 INFORMATION TECHNOLOGY Subject: Lease — Purchase of Computer Equipment and Software The proposed computer count under the lease agreement with Bank of America is: ➢ 58 Laptops ➢ 46 Docking Stations ➢ 500 PC'S ➢ 22 Servers Along with the Microsoft Enterprise Agreement which will not be leased: ➢ 850 PC Licenses ➢ 1040 Software License Cc: Dan McIntyre, County Attorney Marie Gouin, Director of Management and Budget TO: SUBMITTED BY (DEPT): SUBJECT: AGENDA REQUEST ITEM NO. IX Board of County Commissioners County Administration DATE: January 20, 2009 REGULAR [X] PUBLIC HEARING [] CONSENT[] PRESENTED BY: Faye W. Outlaw, MPA County Administrator Treasure Coast Education & Research Development Authority BACKGROUND: Sherwood "Buddy" Johnson and Thomas Jones terms have expired. They are not interested in being considered for reappointment. Also, the seat held by John Donahue is vacant. Therefore, we will need to appoint someone to fill this seat for a partial term, which will expire February 2011. Attached are applications from the following individuals for consideration to fill the three vacant seats. FUNDS AVAILABLE PREVIOUS ACTION: Nathaniel J. Bray Stephanie Bray Timothy L. Busby Rod Kennedy Stefan K. Matthes Tod Mowery N/A N/A Travis E. Murphy, Jr. Lisa Marie Oldakowski Tom Perona Teri Pinney Daniel Retherford Joyce Tunick RECOMMENDATION: Staff recommends the Board vote and appoint three at large members from the applications submitted to fill the three vacancies currently on the Treasure Coast Education & Research Development Authority. COMMISSION ACTION: APPROVED [] DENIED [] OTHER: Staff directed to send a letter to the City of Fort Pierce requesting their preference of applicants submitted. Approved 5-0 Partial Term 3 Years 02/26/2011 to 02/26/2011 Travis E. Murphy, Jr. Approved 4-1 (Craft voting No) Motion to delay vote on the 2 full term seats in order for the TCERDA to review applicants. CONCURRENCE: Faye W. Outlaw, MPA County Administrator Review and Approvals County Attorney: Management & Budget: Purchasing: _ Originating Dept: Other: Other: Finance: (Check for Copy only, if applicable) Effective: 5/96 AGENDA REQUEST TO: BOARD OF COUNTY COMMISSIONERS SUBMITTED BY: PUBLIC WORKS ADMIN (4117) ITEM NO. III-132 DATE: January 27.2009 REGULAR [ ] PUBLIC HEARING [ ] CONSENT [ X ] ,i� PRESENT D BY!Donald B. West, P.E. SUBJECT: Artificial Reef Grant Program: Approval to submit an artificial reef construction grant application to the National Marine Fisheries Service's Proactive Species Conservation Program FUNDS WILL BE MADE AVAILABLE IN: N/A PREVIOUS ACTION: none BACKGROUND: See attached memo. RECOMMENDATION: Staff recommends Erosion District Board approval of permission to submit a grant application to the Proactive Species Conservation Program. COMMISSION ACTION: [� APPROVED [ ] DENIED [ ] OTHER: Approved 5-0 CONCURRENCE: Coordination/Signatures r County Attorney: Management & Budget & Purchasing: Daniel McIntyre Faye Outlaw County Administrator Public Works: D-N- Engineering: Other: D nald 4. West Michael Powley Finance: (Check for Copy only, if applicable) Shai Francis Marie Gouin Page 1 of 2 PUBLIC WORKS DEPARTMENT ADMINISTRATION MEMORANDUM TO: Board of County Commissioners FROM: Don West, Public Works Director DATE: January 12, 2009 RE: Proactive Species Conservation Program Grant Application ************************************************************************************************ BACKGROUND: The National Marine Fisheries Service (NMFS) Proactive Species Conservation Program supports the proactive development and implementation of conservation plans for federally identified species of concern and has an estimated $200,000.00 in funding available for 2009. St. Lucie County's artificial reef system currently provides habitat to at least 3 federal species of concern (deepwater Oculina coral, striped croaker, Warsaw grouper) while also providing habitat for another 22 species in the South Atlantic Fishery Management Council's Snapper Grouper Complex. The grant application is to provide funding for artificial reef modules that would act as substrate for Oculina varicosa corals and attract additional fish assemblages. There are no matching requirements for this grants program. Page 2 of 2 JAN-22-09 THU 02:23 PM ASSET SPECIALISTS, JNC. FAX N0, 5616898338 P. 02 St;_Lucle Coin Sgard of County Commissioners Application for Serving on County Boards and Committees Thank you for opplying for a position on one of St. Lucie County's many advisory boards and committees, The minimum requirements for committee membership are: ® Must be a County resident a Must not be related to another committee member, County Commissioner or County employee involvp:d with the committee of interest. Most not be employed by the same business entity as other committee members. « Must not serve on more than 2 County committees (Does not apply to Ad Hoc Committees) Note: Sorno committees have additional requirements; please inquire when submitting this application, In addition, service on committees with planning, zoning or natural resources responsibilities may require disclosure of financial interests. I loaso complote the following information; w I rrertsvq_ Coas-F Rcwoorck DMjA0?wit' h4tkoy"Y 1. Please indicate the committees) you are interested in. See the list below. 2. NrarnG: �"�,& ��'7�r4x —Phone: -Phone: 9Pl 31 _:� UO2, j S. Home address: �.:*W 1570 6'vel--C-t-. 1 y vJodu .� 4. Which commission district do you>s6lin? 5. E3uSin oss/Occupatio n-(e)m%1 4 94U, E�iz D4Wr 6. Businessaddress: ��� 1. Brief resurna of education & experience. (Please attach rosume) i1 Au , t B. Do you currently serve on county commiN." s)? If so, p,�ease list: 9. Wiry �o you think�Xou are qualified to serve oq, �q committees) in j t+l'+riv'Wf vr(1`Gki a►tA dmi SMt '4f i JAN-22-09 THU 02:23 PM ASSET SPECIALISTS, I0, ,� FAX NO, 5616898338 P. 03 10. Would you consider serving on another board other than the one(s) stated above? (Please specify) 11. Comments: SlU DAT St. Lucie Coun_tvAdvi ory,Boards and Committee Citizen Appoinfrnents Available Plc oso chcck the conirnittocs you sre interested in: 13 Attainiblr,/Affordablc/Workforce housing Task Force tt Beach Preservation Task Force n Bicycle/Pedestrian Advisory Committee 4 Board of Adjustment U Central Florida Forcign,Trade Zone, Inc. t1 Children's Services Council 11 Citizen's Budgol Development Committee 0 Code Enforcement Hoard 11 Community Devralopment Block Grant Citizen's Advisory Task Force (CDBG) 0 Comprehensive Economic Development Strategy (CEDS) 13 Conlractors Certification Board p Cultural Affairs Coi incil t1 Early Loarning Coalition of St. Lucie County 11 Emergency Medical Services Advisory Council a Environmental Advisory Committee 9 Environmental I (caring Board U Fort Memo Harbor Advisory Commilee t1 Historic Preservation Committee 1d Historical Commission 11 Housing Finance Authority a Investment Commlttco 11 Library Advisory Board tl Planning & Zoning Commission/Local Planning Agency t1 Recreation Advisory Board 13 Restudy Coordination Committee 11 $mart Growth Advisory Act Hoc Committee 11 Sustainability Ad I ioc Committee 31 Tourist Development Council n 'f ransfer of Development Rights (TDR) Advisory Ad Hoc Committee Treasure Coast Education & Research Development Authority U Treasure Coast Health Council, Inc. APPLICAI ION WILL REMAIN EFFECTIVE FOR ONE YEAR Submit to: St. Lucie County Administrator's Office, Missy Stiadle 2300 Virginia Avenue, Fort Pierce, FL 34982 Phonr�; (772) 462.1156 2 JAN-22-09 THU 02;24 PM ASSET SPECIALISTS, INC. FAX N0, 5616898338 P. 04 NATHAN.IEL .T. BRAY 7,1: 0 Liver uul Court, Boynton Read), FL. EMPI,QYNIIl;l T I-uSTORY (56I)880-8033 ASSI`.T SPIX1AI.IS'rS, INC. West Palm Tlcacll, I lorida Pl;:- iLd ll sr d I?stalte and Ilti,;inos,: DmIo lmcnl 2004 - prescnl M..., . 1 and res} om.,iblu (or :111 real CSI:lW dOvelopr►lellt 11131 1110 Company ventul'es into from site acquisition, L!ovuriuncnt approval,, c(lnstruclion, Icasing and ref mmicing. New development projects I have created: i l hiiversity Pwk: 112,000 sq, Ill., t111'co buildings, single-stoly, light industrial park ill tilt. City of Port tit. i ,lreic;. 4- Wcklvicw Plaza M 45,000 sq. A., lllrec S(ory- class "A" office building in the City of Porl St. Lucie e C:orporiO hhce a.t Trldidou; 270,000 sq. li,. 71111.11li-floored, class "A" office buildings in tilt City ol, Puff St. I,11cle. ® Self -Storage 1t 'I'l-nditiun: 120,000 sq. fl., nlulli-floored, sell'storatc facility in the City of Port St. I .11ele, Resp(ollsiblltics lncilldcd: Site aclllliSlti011s, design and devc1opmont, Lmvernmelllll ripprovals, ncgrni:l1i11 t Cu1r>Iructiun conlraCfs, overseeing of all construction; weekly meetings, scheduling and molithly paynncnts, pre-Iclsing nogwiating all Iclscs, oversceing, all tcn.-lnt improvements from design, Construction Ill l mint occupying,. I am ovurscoing the IYlarkpi (lig ,Ind basing, of 650,000 sq, ft. of existing comillercial assets f i•0n1 Palnl Be,ich C;ounly t+,l St. Lucie County, Florida. I direct all print and intcrnut medin and diractcd all target ilulrl vdill' cffbiU for new and e."J'ling properties. I n1so manage in-house sales professionals lnd lssist with their development nad Ihcir sales and lelsingefilorts. I am actively i11vOlv0d in the day- lo -day oprmliuns of' properly limilaocinent and tcnanl relalions. Finally, I have been very SLIOMSslill in broadening, the Asscl Specialists brand in the Pa1111 Bench and 'ITreasurc Coast aruils by my involvement in the f7.colldnlic Development Council of St. I,ucie County and Keiser University and by my colluilltlll ,11t to comllulnily oulrvach. I have personally provided real eslale and business cxpclliso to 11011-Prof It lllld j!oVCIT111u:nt i miclos at no cost, '111 ]F STAUBAC'II COMPANY, Palo Alto, C'alifoltilia Sefli�or�lls,tiuial 1999 20U3 Rcplresonted nationnl and regional, corporlic Intl r0ail tenants in their cspiansion plans lhrollgllout 1110 Wcsl C'oalst. Was responsible fir the strategic pl,amling of' -site suloction and acquisitions. Negotiated a}I Iruld milos, pyound IcnSus, single and multi tenant Ieclsas. partial clietll list: retail temmills: Gap, Ross Oress fUr i'm, Ileverages and Moro, Nations Rent, 5torablus, Staples and Rubio's Restaurant; corpor:7le tenants: Seven Corporation, G orc Tedm oloLg, (food 'Technology, The Learning Company, ilyscq Illli-macumicalti, Santa C'larl County, PCOPlcS0f), C'ldcnee, r*Trade, I'Slnet, Quantmll, Danger, and Baill cL''. Colllpilly. I1IJE-Isf.1. ENTERPRISES, INC"„ PROPERTY DEVI?.LOPMisNT, ReAcicy, C'alifol•nii f)irc�aor i�['Sylus:.Marketi in and A4cltiisilioiL 1996- I999 Succr,,SS['llly Ill-01141ed the nmrkeling of a diverse purtfolin of buildings throughout the San Francisco 13ay area. Approxin1:1tely $O°iir of' the., purifolio were retail colliers and 20% were office buildim";, C)vursmv all Nicol (11, 1110 rnlu•keting process: ncwspaper Advertising brochures, mailers 10 brokcragu collullullily and tenants. Negotiated ill lcnse Irarjsaclion tarins and lease agreement. I lave led the clliortti with all prol'lcaly aCilul.0imiq frorn (milk O.h.l:id). to leased shopping centers, single tenant buildings and JAN-22-09 THU 02;25 PM ASSET SPECIALISTS, INC. FAX N0, 5616898338 P. 05 1Nathaoic1.l. Bray Pa"?'(' 'i ivo vacant buildill Esc. functioned as project manager determining the direction of obsolete buildings willllll the porllillio rind worked with the city governments, architocls, contractors tend potential tconrlts to dcsif;11, build and base a building; 01al is profitable for all parties, ♦ Led grollh of talented pror'os3ii}rnlls creating, an atnlos;nccre that allows them the ability to excel in their (kNll in, ♦ I?suibli hod relail tenant clnta hank monitoring both national nod regional tenants o lislnbiiSK-d a u0lrrincrcial real estate broker and agma data bank 9 Wriag;ed ill NO,-, of the redove lopment process ♦ Org nnirerl and implemented the financing of redevelopmew properties ♦ C7vCr�aw properlyimmilC;emn -iit MARC;IIS & M11.1.1C11Ai1, kilo Alto, California Cc mmorc inl Rc.11 F, vIde lovvesilnent Broker 1993 - 1996 Spccinlimll in selling triple ml- lease invcb1ments in both single tcnnnt and retail strip and Ill selling di,;tr4sye,l/vnhie nd�lcd propurtics to clicnty. Tracked all national and regional tenants liar sale-Icnse-back posslbililles or build to slut. Led 11-w buying groups through the value-added pruccss, i.e. leasing, ten lllt lmprovooicnis and retrofittinb to strengthen the value of their inveMment. Through diversifienlion representwd both buyers and sollet:s and pe:rfonned multiple 1031 cullailges. ♦ C;losocl $1.1,500,000 in 14 plus transactions in sales ofsinglu tenant, multi -tenant retail and nlulli- rusidvmlial properties over 111c Inst three years. ® I?xc mivcly rcpruscntud several banks wilh selling their URA".U. properties: Silicon Valley blank, C'alitornia 13a11csllares, I.ippo Bank. 'Topa 'Thrift and Loan, Bank of 'Tracy, Pacific "Thrift and Loan and Westside Kink SARATOGA INVI;STNIFNi COMPANY, San Jose, Calilarnin C'�m1glt rei_li Real I Uitc Investment eat Broker 1990 - 1993 S(lcccsrflllly clCvclollcd a diVC;l'SC client base in Comnlcreial, industrini and Retail, representing bolls tenants and land owners, with a broad background in all phases of commucial roll estate. In addition, hmldi:d oil aspects of triple, not (case investwents. Cre.neratcd $?M in commercial r'cal estato wigs and leased 50,000 sq.tt. of indusirlal and retail space during fir:styear. FAWCATION ♦ Westbrook High, Westbrook, ME, 1980 ♦ B.S. C.ior(inn C'oll('oc, W4lrhnm, MA, i984. ♦ M-ED, Springfield Springliuld, MA, 1987 ♦ [.iccwwd Real I:�tatc Salesman/Broker CA, MA and hl,. ♦ Member I.C'.S.C. (Intonational Council of Shopping, Centers) ♦ Mcrinh, r 11.1. 1. (Urban Land hislitnle) ♦ MullAw of tlic Businoss Wvclopliwnt Board of Palm Beach Cminly JAN-22-09 THU 02:25 PM ASSET SPECIALISTS, INC. FAX NO, 5616898338 P. 06 ldlsttla.anicl ,l. fray hag,c 'I'll1-ve SEMINARS 4 t)AA.;("crfificatoRoWilDcvclol)lTu'ndRedevclolinlcpl is, I.C'.S.C. 1Juivorsity: Ccrfi1mite lZotail I)ovclol'line,)t 6 I'MC6619 LIW IT75litutc: l,c,ltir h1c. otiatlons k Tcrn7s BOARDS 1: eculiv�; C:'ununilicc lscolicxT7�c DQVC10pM011t C OMICil al'SI. LuCIC County One lernl Talaslllcr, (;urruntly Secralry ♦ Board ol'A11vi:,ors Keiser Univorsrty St. L,ucic Carnpu,s Chi1ir11zo11 IU12,lllanders Club, Gordon College Pl(2()FESSIONAL, SPE,AKINCT ASSIGNMENTS 411.1,.1. / L('.S,('. YUlilll; I7rilIC'�;SIC>I1S 171CCI111(, U.L.[. f low ying'I'rends in 111c Trcnsurc Coast NATHANIEL J. BRAY 7450 Liverpool Court, Boynton Beach, FL. (561) 880-8033 EMPLOYMENT HISTORY ASSET SPECIALISTS, INC. West Palm Beach, Florida President Real Estate and Business Development 2004 - present I am responsible for all real estate development that the company ventures into from site acquisition, government approvals, construction, leasing and refinancing. New development projects I have created: ♦ University Park: 112,000 sq. ft., three buildings, single -story, light industrial park in the City of Port St. Lucie. ♦ Westview Plaza. H: 45,000 sq. ft., three-story, class "A" office building in the City of Port St. Lucie ♦ Corporate Place at Tradition: 270,000 sq. ft,. 7 multi -floored, class "A" office buildings in the City of Port St. Lucie. ♦ Self -Storage at Tradition: 120,000 sq. ft., multi -floored, self storage facility in the City of Port St. Lucie. Responsibilities included: site acquisitions, design and development, governmental approvals, negotiating construction contracts, overseeing of all construction; weekly meetings, scheduling and monthly payments, pre -leasing, negotiating all leases, overseeing all tenant improvements from design, construction to tenant occupying. I am overseeing the marketing and leasing of 650,000 sq. ft. of existing commercial assets from Palm Beach County to St. Lucie County, Florida. I direct all print and internet media and directed all target marketing efforts for new and existing properties. I also manage in-house sales professionals and assist with their professional development and their sales and leasing efforts. I am actively involved in the day- to-day operations of property management and tenant relations. Finally, I have been very successful in broadening the Asset Specialists brand in the Palm Beach and Treasure Coast areas by my involvement in the Economic Development Council of St. Lucie County and Keiser University and by my commitment to community outreach. I have personally provided real estate and business expertise to non-profit and government agencies at no cost. THE STAUBACH COMPANY, Palo Alto, California Senior Associate 1999 - 2003 Represented national and regional, corporate and retail tenants in their expansion plans throughout the West Coast. Was responsible for the strategic planning of site selection and acquisitions. Negotiated all land sales, ground leases, single and multi -tenant leases. Partial client list: retail tenants: Gap, Ross Dress for Less, Beverages and More, Nations Rent, Storables, Staples and Rubio's Restaurant; corporate tenants: Seven Corporation, Gore Technology, Good Technology, The Learning Company, Hyseq Pharmaceuticals, Santa Clara County, PeopleSoft, Cadence, E*Trade, PShiet, Quantum, Danger, and Bain & Company. RUE -ELL ENTERPRISES, INC. PROPERTY DEVELOPMENT, Berkeley, California Director of Sales, Marketing and Acquisitions 1996 - 1999 Successfully managed the marketing of a diverse portfolio of buildings throughout the San Francisco Bay area. Approximately 80% of the portfolio were retail centers and 20% were office buildings. Oversaw all facets of the marketing process: newspaper advertising, brochures, mailers to brokerage community and tenants. Negotiated all lease transaction terms and lease agreement. Have led the efforts with all property acquisitions from bank O.R.E.O. to leased shopping centers, single tenant buildings and vacant buildings. Functioned as project manager determining the direction of obsolete buildings within the portfolio and worked with the city governments, architects, contractors and potential tenants to design, build and lease a building that is profitable for all parties. ♦ Led group of talented professionals creating an atmosphere that allows them the ability to excel in their domain. ♦ Established retail tenant data bank monitoring both national and regional tenants ♦ Established a commercial real estate broker and agent data bank ♦ Managed all facets of the redevelopment process ♦ Organized and implemented the financing of redevelopment properties ♦ Oversaw property management MARCUS & MILLICHAP, Palo Alto, California Commercial Real Estate Investment Broker 1993 - 1996 Specialized in selling triple net lease investments in both single tenant and retail strip and in selling distressed/value-added properties to clients. Tracked all national and regional tenants for sale -lease -back possibilities or build to suit. Led the buying groups through the value-added process, i.e. leasing, tenant improvements and retrofitting to strengthen the value of their investment. Through diversification represented both buyers and sellers and performed multiple 1031 exchanges. ♦ Closed $14,500,000 in 14 plus transactions in sales of single tenant, multi -tenant retail and multi - residential properties over the last three years. ♦ Exclusively represented several banks with selling their O.R.E.O. properties: Silicon Valley Bank, California Bancshares, Lippo Bank, Topa Thrift and Loan, Bank of Tracy, Pacific Thrift and Loan and Westside Bank Nathaniel J. Bray Page Two SARATOGA INVESTMENT COMPANY, San Jose, California Commercial Real Estate Investment Broker 1990 - 1993 Successfully developed a diverse client base in Commercial, Industrial and Retail, representing both tenants and land owners, with a broad background in all phases of commercial real estate. In addition, handled all aspects of triple net lease investments. Generated $2M in commercial real estate sales and leased 50,000 sq.ft. of industrial and retail space during first year. EDUCATION ♦ Westbrook High, Westbrook, ME, 1980 ♦ B.S. Gordon College, Wenham, MA, 1984 ♦ M.ED, Springfield College, Springfield, MA, 1987 ♦ Licensed Real Estate Salesman CA, MA and FL. ♦ Member I.C.S.C. (International Council of Shopping Centers) ♦ Member U.L.I. (Urban Land Institute) ♦ Member of the Business Development Board of Palm Beach County SEMINARS ♦ U.L.I.: Certificate Retail Development/Redevelopment ♦ I.C.S.C. University: Certificate Retail Development ♦ Practicing Law Institute: Lease Negotiations & Terms BOARDS ♦ Executive Committee Economic Development Council of St. Lucie County ♦ Board of Advisors Keiser University St. Lucie Campus ♦ Chairman Highlanders Club, Gordon College PROFESSIONAL SPEAKING ASSIGNMENTS ♦ U.L.I. / I.C.S.C. Young professions meeting ♦ U.L.I. Emerging Trends in the Treasure Coast St. Lucie County Board of County Commissioners Application for Serving on County Boards and Committees Thank you for applying for a position on one of St. Lucie County's many advisory boards and committees. The minimum requirements for committee membership are: • Must be a County resident • Must not be related to another committee member, County Commissioner or County employee involved with the committee of interest. • Must not be employed by the same business entity as other committee members. • Must not serve on more than 2 County committees (Does not apply to Ad Hoc Committees) Note: Some committees have additional requirements; please inquire when submitting this application. In addition, service on committees with planning, zoning or natural resources responsibilities may require disclosure of financial interests. Please complete the following information: 1. Please indicate the committee(s) you are interested in. See the list below. ,�'' 2. Name: Um'� �Ci Phone: 9qd- L10 - 31c� :5I t:� ro,I CD c'OmCcQs-4 . �iert 3. Home address: 1�stt l P0rA i` ��o �vc�l I-t i RQ fu C L 395j 4. Which commission distr"o you live in? 5, Bus 6. Business address: 9, 7. Brief resume of education & experience: (Please attach resume) 8. Do you currently serve on a county committee(s)? If so, please list: (Vll� 9. Why do you think yoµare qualified to serve on the committee(s) indicated? nd 10, Would you consider serving on another board other than the one(s) stated above? (Please specify) 11. St Lucie County Advisory Boards and Committee Citizen Appointments Available Please check the committees you are interested in: 12 Attainable/AffordableM/orkforce Housing Task Force 12 Beach Preservation Task Force 11 Bicycle/Pedestrian Advisory Committee 13 Board of Adjustment i! Central Florida Foreign -Trade Zone. Inc. ® Children's Services Council U Citizen's Budget Development Committee 32 Code Enforcement Board 12 Community Development Block Grant Citizen's Advisory Task Force (CDBG) t« Comprehensive Economic Development Strategy (CEDS) tt Contractors Certification Board 32 Cultural Affairs Council ri arly Learning Coalition of St. Lucie County 33 Emergency Medical Services Advisory Council tt Environmental Advisory Committee x# Environmental Hearing Board n Fort Pierce Harbor Advisory Committee Historic Preservation Committee Historical Commission 0 Housing Finance Authority tt Investment Committee Library Advisory Board Planning & Zoning Commission/Local Planning Agency Recreation Advisory Board tt Restudy Coordination Committee tt Smart Growth Advisory Ad Hoc Committee Lt Sustainability Ad Hoc Committee El Tourist Development Council = Transfer of Development Rights (TDR) Advisory Ad Hoc Committee A Treasure Coast Education & Research Development Authority Lt Treasure Coast Health Council, Inc. APPLICATION WILL REMAIN EFFECTIVE FOR ONE YEAR Submit to: St. Lucie County Administrator's Office, Missy Stiadle. 2300 Virginia Avenue, Fort Pierce, FL 34982 Phone: (772) 462-1156 Stephanie Lyn Bray 8101 Ft Pierce Blvd Ft Pierce, FL 34961 772-465-3708 I believe that my experience in the hospitality industry has given me the proper skills to be prepared for anything. Working in various front of the house areas I have been able to adapt to any given situation, while still giving the best customer service. I have a strong work ethic and believe that happy clients are repeat clients. I am looking to broaden my horizens and step into a new field. I am eager to find an employer that has that same philosophy for clientele as well as employees. Work History Pomodoro Grill Vero Beach, FL 772-234-1123 02/2008-Present As a server at Pomodoro Grill we provide the very best dining experience. We have a repeat clientele and also newcomers. We thrive on our clients leaving feeling absolutely satisfied. We provide fresh italian meals and fabulous service. server/hostess/bartender Nino's Italian Restaurant Ft Pierce, Florida 772-466-7644 10/2004-11 /2007 server/hostess My day to day responsibilities included seating and serving customers, creating daily specials, general cleaning,training new employees, answering phones, expediting food orders and operating a cash register. Marylou's News Rockland, MA 781-878-4471 09/2003-02/2004 cashier Fast paced coffee environment. Making coffee for customers, creating new specials,training new employees, commercials to generate and maintain business, inventory, and assisting the store manager with daily activites The Cove Hingham, MA 781-749-9904 04/2003-11 /2003 server/hostess/bartender Very fast paced; vet up scale environment. Accommodating large parties, train new employees, create daily speciais, recognized for outstanding service:. I played a key role in the start up or this brand new restauran formal wine training and sampling of various menu items. Participating in the interior design from fixtures to napkins. Applebee's Bar and Grill Weymouth, MA 781-331-8550 07/2002-04/2003 server/bartender/hostess several positions at one time, trained new employees and organized corporate meetings and lunches. I also did inventory and assisted the front of the house managers in their daily activities. I assisted the general manager in new and innovative ways to increase productivity and customer service. Recognized as outstanding server. Fast paced family setting. We opened a new restaurant and went through extensive customer service, menu and drink training. I learned three different positions at one time Jamie's Pub Scituate, MA 781-545-2422 06/2001-07/2002 server/bartender Fast paced, local establishment. I was responsible for creating drink and dinner specials, training new employees and adapting to the routines, likes and dislikes of repeat clientele Education Richmond High School Richmond, Maine class of 1996 Skills Very strong customer service experience, the ability to multi task in a fast paced environment. A team player, but able to work with little or no supervision. Dedicated and hardworking. Commission based sales in a department store, cosmetics and fragrance References Cherilyn Risard 760-254-3934 MaryEllen Purdy 772-466-7644 Nina Ameilio 772-234-1123 TIMOTHY L. BUSBY 667 S.W. Lake Charles Circle Port Saint Lucie, Florida 34986 772-873-6865 (Home) 772-359-4967 (Mobile) Riverside National Bank — Fort Pierce, Florida September 2006 — Present SVP/Commercial Credit Process Manager — 6/2008 to Present Responsible for development and oversight of Line of Business based processes to ensure the maintenance of credit quality in RNB's commercial loan portfolio including: Quality control of credit approval and special assets packages submitted by line officers Implementation of standard commercial loan documentation and servicing processes Development of policy refinements/recommendations to enhance efficiency and better manage credit risk SVP/Regional President — 9/2006—12/2008 Responsible for meeting all financial objectives for a two county region of Riverside National Bank, including commercial, residential, and consumer loan growth, retail deposit growth, and growth in non - interest income generated by trust, insurance, and brokerage business lines. Sky Bank — Canton, Ohio August 1996 — September 2006 SVP/ Regional Chief Credit Officer/Commercial Loan Product Manager—1/2003 to 9/2006 Responsible, as Regional Chief Credit Officer, for all aspects of credit quality in Northeast Ohio sub - market that encompasses total assets of approximately $1.8 billion and commercial/commercial real estate loan outstandings of $1.2 billion. As Product Manager, coordinate all activities associated with commercial product development, policy maintenance, commercial incentive compensation, and numerous process improvement projects. Chair Regional Credit Committee which acts on all commercial, residential, and consumer loan applications for aggregate credit relationships in excess of $3 million. Approve smaller transactions using personal credit authority of $2.25 million. Also regularly chair Senior Corporate Loan Committee which acts on aggregate credit relationships from $6 million up to the bank's legal lending limit. Coordinate the development of lending policies for all lines of business including commercial, consumer direct/indirect, mortgage, etc. Modulation of policy to market changes as well as new regulatory developments is key to this function. SVP/Senior Lending Officer—12/2000 to 12/2002 Manage a staff of nine lending officers and various support personnel. Responsible for driving all regional results relative to portfolio growth, cross sales, and credit quality. Achieved regional loan growth in excess of 10% per year, with fee income averaging in the mid to high six figures. Personally managed a portfolio of commercial relationships with total outstandings of approximately $80 million and about 70 individual client relationships. VP/Commercial Lending Officer — 8/1996 to 12/2000 Responsible for starting a new commercial portfolio which ultimately grew to the asset size mentioned above. Consistently exceeded goals for loan growth and fee income. Second National Bank — Warren, Ohio AVP/Commercial Loan Officer February 1993 to August 1996 Expanded an inherited commercial portfolio from approximately 25 clients and $4 million in outstandings to just over 60 clients and $35 million in outstandings. Consistently exceeded objectives for loan origination, fee income, credit quality, and portfolio management. Also led work groups that developed a small business loan pricing matrix, and completed the first comprehensive revision of the bank's loan policy since the mid 1980's. Bank One — Youngstown, Ohio June 1988 to February 1993 Commercial Lender — 6/1990 to 2/1993 Managed a $20,000,000 portfolio of small business clients and originated new commercial loans. Gross production was approximately $6,000,000 per year. Also managed a portfolio of participation/syndication credit facilities with total balances of approximately $20 million. Management Trainee/Credit Analyst — 6/1988 to 6/1990 Received training in all areas of commercial banking, including originations, credit, documentation, loan operations, loan workouts, treasury management, etc. Upon placement in the Credit Department, was responsible for the preparation of detailed analysis of loan applications ranging in size from $250 thousand to $14 million. Areas of emphasis included cash flow, secondary repayment sources, balance sheet characteristics, collateral, industry and competitive risks, and management background. Professional Development * RMA — Credit & Risk Management Issues Teleconference Series (2006) * Seminar - Impacts of development in China on U.S. manufacturing (2005) * Cohen Brown Breakthrough Service Training Seminar (2004) * Cohen Brown Extraordinary Sales Leadership Seminar (2003) * Ohio Health Care Association — Reimbursement Issues in Long Term Care (1999, 2002-2005) * Cohen Brown Sales & Service Excellence (2000) * Omega Understanding Business Cash Flow/Commercial Loans to Business (1990, 1999) Educational Background Case Western Reserve University — Cleveland, Ohio MBA (Finance) — Spring 1993 Kent State University — Kent, Ohio BBA (Finance) — Spring 1988 (Honors) Community & Civic Activities Treasurer — Economic Development Council of St. Lucie County Leadership St. Lucie County — Class 26 Leadership Stark County — past board member Massillon Museum — Past Board President (Two Terms) Massillon Lions Club — Past Program Chairman References Available Upon Request .. JAN-22-2009(THU) 11:46 EDC,Inc. (FAX)772 462 2454 P.001/002 St. Uicle County Board of County Commissioners A000caadon for Serving on County Boards and Committees Thank you for applying for a position on one of St. Lucie County's many advisory boards and committees. The minimum requirements for committee membership are: • Must be a County resident Must not be related to another committee member, County Commissioner or County employee Involved with the committee of Interest. • Must not be employed by the same business entity as other committee members. • Must not serve on more than 2 County committees (Does not apply to Ad Hoc Committees) Note: Some committees have additional requirements; please inquire when submitting this application. in addition, service on committees with planning, zoning or natural resources responsibilities may require disclosure of financial Interests. Please complete the following information: 1. Please indicate the committee(s) you are interested in. See the list below. 2. Name: Vol) KgN jEo Phone: �?2 - qb2 - 2 ySS 3. Home address: ail arc C.'. f F+ P1 GfG� FL 3 5(9 gZ 4. Which commission district do you live In? f 5. Business/Occupation Giy i L ry G, Alu eg 6. Business address: 1 g3 y G J�eG+, 7. Brief resume of education & experience: (Please attach resume) 9•5• Tn G►v lc- 'F�(-Wmz"46 F(40hq U.GF O wntr %&E QfAZA a 1� 4n Eoc E; 8. Do you currently serve on a county committees)? If so, please list NO 9. Why do you think you are qualified to serve on the commitbee(s) indicated? Kc"IVED JAN 2 2 2009 Co. ADMINISTRATION JAN-22-2009(THU) 11:46 EDC,Inc. (FAX)772 462 2454 P.002/002 10. Would you consider serving on another board other than the one(s) stated above? (Please specify) u(L 11. Comments: SIGNATURE: ic-' I lta. DATE: t�Lo St. Lucie County Advisory Boards and Committee Citizen Appointments Available Please check the committees you are interested in: n Attainable/Affordable/Workforce Housing Task Force is Beach Preservation Task Force n Bicycle/Pedestrian Advisory Committee n Board of Adjustment it Central Florida Foreign -Trade Zone, Inc. !3 Children's Services Council n Citizen's Budget Development Committee :3 Code Enforcement Board to Community Development Block Grant Citizen's Advisory Task Force (CDBG) * Comprehensive Economic Development Strategy (CEDS) * Contractors Certification Board * Cultural Affairs Council m Early Leaming Coalition of St Lucie County Iq Emergency Medical Services Advisory Council is Environmental Advisory Committee n Environmental Hearing Board n Fort Pierce Harbor Advisory Committee n Historic Preservation Committee xt Historical Comrnission is Housing Finance Authority n Investment Committee 32 library Advisory Board tt Planning & Toning ComrnissloNlocal Planning Agency a Recreation Advisory Board n Restudy Coordination Committee tt Smart Growth Advisory Ad Hoc Committee U Sustainability Ad Hoc Committee zt Tourist Development Council n Transfer of Development Rights (TDR) Advisory Ad Hoc Committee n Treasure Coast Education & Research Development Authority tt Treasure Coast Health Council, Inc. APPUCATION WILL REMAIN EFFECTIVE FOR ONE YEAR Submit to: St. Lucie County Administratorrs Office, Missy Stiadle 2300 Virginia Avenue, Fort Pierce, FL 34982 Phone: (772) 462-1156 4 62.• 2131 2 CULPEPPER & TERPENING, INC CONSULTING ENGINEERS LAND SURVEYORS January 12, 2009 HAND DELIVER TO: Ms. Faye Outlaw County Administrator St. Lucie County 2300 Viriginia Avenue Ft. Pierce, Florida 34982 RE: Treasure Coast Education & Research Development Authority Board Position Dear Ms. Outlaw: It is my understanding that a vacant postion on the Treasure Coast Education & Research Development Authority board will be filled by the St. Lucie County Board of County Commissioners in the near future. Please accept this letter as my interest in serving the County in this capacity. It has been a few years since my last Board seat in service of St. Lucie County and I look forward to the opportunity to once again serve my community. I have attached to this letter a completed application form and a resume outlining my professional and civic background. Thank you for your knid consideration in this request, and I look forward to fulfilling this opertunity. As always, should have any questions regarding this request, please do not hesitate to contact me. K. a es, P.E. !Vice sic ,Der & T enina. Inc. cc: Linda Cox RECEIVED JAN 2 2 20009 CO. ADMINISTRATION A LEGACY OF EXPERTISE AND EXCELLENCE 2980 SOUTH 25TH STREET FT. PIERCE, FL 3498 1 (772) 4 6 4 - 3 5 3 7 FAX (772) 464-9497 St. Lucie County Board of County Commissioners Application for Servina on County Boards and Committees Thank you for applying for a position on one of St Lucie County's many advisory boards and committees. The minimum requirements for committee membership are: • Must be a County resident • Must not be related to another committee member, County Commissioner or County employee involved with the committee of interest • Must not be employed by the same business entity as other committee members. • Must not serve on more than 2 County committees (Does not apply to Ad Hoc Committees) Note: Some committees have additional requirements; please inquire when submitting this application. In addition, service on committees with planning, zoning or natural resources responsibilities may require disclosure of financial interests. Please complete the following information: 1. Please indicate the committee(s) you are interested in. See the list below. 2. Name: Stefan K. Matthes Phone: 1 (772) 464-3537 3. Nome address: 4320 Thousand Pines Dr., Fort Pierce, FL 34981 4. Which commission district do you live in? District 1 5. Business/Occupation Engineer 6. Business address: 2980 South 25th Street, Fort Pierce, FL 34981 7. Brief resume of education & experience: (Please attach resume) Please see attached resume. 8. Do you currently serve on a county committee(s)? If so, please list No. 9. Why do you think you are qualified to serve on the committee(s) indicated? As a local engineer who has provided development engineering, I believe that I would bring technical knowledge to the committee. 10. Would you consider serving on another board other than the one(s) stated above? (Please specify) Not at this time. I have already served on the Contractors Certification Board, as well as the Planning and Zoning Commission. 11. Comments: I believe that I will be an asset to the Treasure Coast Education and Research SIGNATURE: DATE: St. Lucie County Advisory Boards and Committee Citizen Appointments Available Please check the committees you are interested in: G Attainable/Affordable/Workforce Housing Task Force M Beach Preservation Task Force G Bicycle/Pedestrian Advisory Committee tl Board of Adjustment 0 Central Florida Foreign -Trade Zone, Inc. tl Children's Services Council U Citizen's Budget Development Committee tt Code Enforcement Board !! Community Development Block Grant Citizen's Advisory Task Force (CDBG) M Comprehensive Economic Development Strategy (CEDS) tt Contractors Certification Board 0 Cultural Affairs Council a Early Learning Coalition of St. Lucie County U Emergency Medical Services Advisory Council tl Environmental Advisory Committee tl Environmental Hearing Board 91 Fort Pierce Harbor Advisory Committee 13 Historic Preservation Committee tl Historical Commission ICI Housing Finance Authority tl Investment Committee G Library Advisory Board tl Planning & Zoning Commission/Local Planning Agency G Recreation Advisory Board tl Restudy Coordination Committee a Smart Growth Advisory Ad Hoc Committee tl Sustainability Ad Hoc Committee tt Tourist Development Council M Transfer of Development Rights (TDR) Advisory Ad Hoc Committee X Treasure Coast Education & Research Development Authority N Treasure Coast Health Council, Inc. APPLICATION WILL REMAIN EFFECTIVE FOR ONE YEAR Submit to: St. Lucie County Administrator's Office, Missy Stiadle 2300 Virginia Avenue, Fort Pierce, FL 34982 Phone: (772) 462-1156 2 lie E Education Bachelor of Science in Civil Engineering North Carolina State University 1981 Professional Registrations Registered Professional Engineer, Florida Professional Affiliations Institute of Transportation Engineer Florida Engineering Society, Treasure Coast Chapter American Society of Civil Engineers American Planning Association Civic Involvement Past President, St. Lucie County Chamber of Commerce Past Chairman, St. Lucie County Planning and Zoning Commission Past Member, St. Lucie County Contractors Certification Board Past President, Treasure Coast Chapter, Florida Engineering Society Stefan K. Matthes, P.E. Senior Vice President Background Stefan K. Matthes, P.E., Senior Vice President of Culpepper and Terpening, has engineered and overseen the design, management and construction of numerous transportation and infrastructure projects throughout Florida since 1983. His experience includes Project Development and Environment (PD&E) impact studies for major roadway improvement projects, the design, permitting and construction administration of water and sewer expansion programs and project permitting through federal, state and local agencies. Stef s extensive permitting experience has lead to many successful projects for numerous clients to include the United States Coast Guard, United States Army Corps. Of Engineers, FEMA, the Florida Department of Transportation, the Florida Department of Environmental Protection, South Florida Water Management District, the Treasure Coast Regional Planning Council and most local government agencies throughout the Treasure Coast area. Key Projects City of Port St. Lucie, Florida — City of Port St. Lucie Utility Expansion Program - Project Manager for the design, permitting and construction engineering for the expansion of both potable water and sanitary wastewater collection and transmission for the majority of the City of Port St. Lucie. The work effort included the preparation of Engineer's Reports for the Special Assessment financing of the project. The City has completed the expansion of utility service lines within the City limits, the expansion project commenced in August of 1996 with the issuance of Special Assessment Bonds for SAD No. 1 Phase I and USA No. 9 was completed in March, 2007. In total the project has made water service available to an additional 56,633 parcels and wastewater service available to an additional 65,447 parcels within the 10 year window. This phase of the Project was estimated at 150.0 million. City of Port St. Lucie, Florida — Rosser Boulevard - Project Manager for this developer funded project was necessary to facilitate two signalized access points to the new Wal-Mart, Sam's Club, Home Depot and Portofino Court development. Services included the traffic studies, surveying, design, permitting, engineering, bid -assistance and CEI for this 4000 linear foot roadway. This phase of the Project was estimated at 3.1 million. City of Port St. Lucie, Florida — Gatlin Boulevard Widening Project - Project Manager for the design and permitting of the recently completed Gatlin Boulevard Widening Project for the City of Port St. Lucie. Design considerations included providing for the expansion of a two lane roadway to a six lane urban roadway while >r r � ra4 1 , a �ry uY providing for both pedestrian and residential buffers for a 2.7 mile roadway corridor. This phase of the Project was estimated at 10.8 million. City of Port St. Lucie, Florida — Airoso Boulevard Construction Engineering & Inspection Project — Project Manager for the construction engineering and inspection services required by the City to administer the infrastructure improvements to Airoso Boulevard from Prima Vista Boulevard to Port St. Lucie Boulevard. The improvements include the widening of a 2 lane rural roadway to a 4 lane divided urban roadway with four detention ponds, two signalized intersections, landscaped medians, street lighting, sidewalks and utility adjustments. This phase of the Project was estimated at 10.8 million. City of Port St. Lucie, Florida — South Lennard Road Project — Project Manager for the design, permitting and construction engineering for the widening of a 2 lane roadway to a 4 lane urban roadway that provided a by-pass to the Port St. Lucie Boulevard and US Highway No. 1 intersection. The design included roadway and drainage, off - site drainage improvements, signalization, pedestrian facilities, street lighting, and new potable water and sanitary sewer lines to service the project area. The work effort included the preparation of Engineer's Reports for the Special Assessment financing of the project cost. This phase of the Project was estimated at 3.8 million. St. Lucie County, Florida — River Park Marina Project — Project Manager for the design, permitting and construction engineering for improvements to the existing County Park. The improvements included a new fishing pier and boat docks along the North Fork of the St. Lucie River, nature trail, new restroom facilities with potable water and fire protection. Project permits included procurement of USACOE, SFWMD, and FDEP for the installation of the new fishing pier and docks. This phase of the Project was estimated at 0.55 million. City of Port St. Lucie, Florida — Riverwalk Park Boardwalk Project — Project Manager for the design, permitting and construction engineering for improvements and expansion of an existing boardwalk located over the North Fork of the St. Lucie River within the Rivergate City Park. The improvements included a new fishing platform and widening of the existing 6' wide boardwalk to a 10' wide section. The boardwalk traversed the mangrove fringe and provides open water access to the resident of the City. Project permits included procurement of USACOE, SFWMD, and FDEP for the installation of the new widened boardwalk. This phase of the Project was estimated at 2.1 million. City of Port St. Lucie, Florida — Rosser Police Sub -Station — Project Manager for the design, permitting and construction engineering for the development of a new Port St. Lucie Police Sub -station which is located along Rosser Boulevard to service the south western section of the City. The design included the development of a parking facility, drainage retention facility, and utility services for the building. Project permits included procurement of SFWMD and FDEP for the construction of the new building and infrastructure. This phase of the Project was estimated at 2.1 million. City of Port St. Lucie, Florida — Crosstown Parkway Segments 2 & 4 — Project Manager for the design, permitting and construction engineering for the widening of a 2 lane roadway to a 6 lane urban roadway that will ultimately provide the third east west corridor within the City of Port St. Lucie. This is the single most important transportation project that the City has undertaken. The design included roadway, drainage, pedestrian facilities, linear parks, landscaped medians, signalization and buffering for the surrounding communities. The total project length is approximately 6.2 miles and commences at Manth Lane to the east and the I-95 Interchange currently under construction to the west. This phase of the Project was estimated at 11.3 million. City of Port St. Lucie, Florida — Becker Road East of Florida's Turnpike — Project Manager for the design, permitting and construction engineering for the widening of a 2 lane roadway to a 4 lane sub -urban roadway that was required to meet development needs within the area. The project was funded through special assessment that benefited the new Tesoro Development and Publix shopping center. The design included roadway, drainage, pedestrian facilities, landscaped medians, signalization and buffering for the surrounding communities. The signalization design included a special pre-emption for the newly construction Fire Station No. 13 located in between the Southbend Boulevard and Turnpike intersections with Becker Road. This phase of the Project was estimated at St. Lucie County Board of County Commissioners Application for Serving on County Boards and Committees Thank you for applying for a position on one of St. Lucie County's many advisory boards and committees. The minimum requirements for committee membership are: • Must be a County resident • Must not be related to another committee member, County Commissioner or County employee involved with the committee of interest. • Must not be employed by the same business entity as other committee members. • Must not serve on more than 2 County committees (Does not apply to Ad Hoc Committees) Note: Some committees have additional requirements; please inquire when submitting this application. In addition, service on committees with planning, zoning or natural resources responsibilities may require disclosure of financial interests. Please complete the following information: 1. Please indicate the committee(s) you are interested in. See the list below. 2. Name: Tod Mowery Phone: 772.621.4455 h. / 561.262.6304 c. 3. Home address: 241 SW Fernleaf Trail, Port St. Lucie, FL 34953 4. Which commission district do you live in? District 2 5. Business/Occupation Cotleur & Hearing, Inc. - Land Planner, Economic Developer, Manager 6. Business address: 1934 Commerce Lane, Jupiter FL 33458 7. Brief resume of education & experience: (Please attach resume) Please see attached resume 8. Do you currently serve on a county committee(s)? If so, please list: No 9. Why do you think you are qualified to serve on the committee(s) indicated? It is my belief that I have the educational and professional experience to aid the County in their pursuits. I have been an economic development director, city manager, and now economic development/planning professional. I pursue a vision oriented positive approach to life and believe that the County is on the right track to further a solid economic development program unrivaled in the state. 10. Would you consider serving on another board other than the one(s) stated above? (Please specify) Yes - Wherever needed 11. Comments: Thank you for the opportunity to submit my application to serve on a County Board. I believe you find that I possess the right skills, positive attitude and visionary mindset to aid the County in their pursuits. SIGNATURE: DATE: January 22, 2009 St. Lucie County Advisory Boards and Committee Citizen Appointments Available Please check the committees you are interested in: G Attainable/Affordable/Workforce Housing Task Force M Beach Preservation Task Force 13 Bicycle/Pedestrian Advisory Committee tt Board of Adjustment 13 Central Florida Foreign -Trade Zone, Inc. ti Children's Services Council 13 Citizen's Budget Development Committee t< Code Enforcement Board 13 Community Development Block Grant Citizen's Advisory Task Force (CDBG) tt Comprehensive Economic Development Strategy (CEDS) 13 Contractors Certification Board tt Cultural Affairs Council tt Early Learning Coalition of St. Lucie County tt Emergency Medical Services Advisory Council tt Environmental Advisory Committee :3 Environmental Hearing Board a Fort Pierce Harbor Advisory Committee ti Historic Preservation Committee tl Historical Commission 13 Housing Finance Authority tt Investment Committee 13 Library Advisory Board tt Planning & Zoning Commission/Local Planning Agency 13 Recreation Advisory Board tt Restudy Coordination Committee O Smart Growth Advisory Ad Hoc Committee 13 Sustainability Ad Hoc Committee tt Tourist Development Council 13 Transfer of Development Rights (TDR) Advisory Ad Hoc Committee x tt Treasure Coast Education & Research Development Authority 33 Treasure Coast Health Council, Inc. APPLICATION WILL REMAIN EFFECTIVE FOR ONE YEAR Submit to: St. Lucie County Administrator's Office, Missy Stiadle 2300 Virginia Avenue, Fort Pierce, FL 34982 Phone: (772) 462-1156 2 Cotleur& Hearing Education Professional Experience Professional Affiliations Work History Notable Projects: Commercial Tod Mowery, AICP, LEEDO AP 18 Years Experience 561.262.6304 Cell 561.747.6336 x109 E-Mail: tmowery@cotleur-hear ng.com 1934 Commerce Lane, Suite 1 Jupiter, FL 33458 1994: University of Tennessee; Master of Science in Planning 1990: Kent State University; Bachelor of Business Administration, Major in Management Mr. Mowery's former experiences as executive director of an economic development non-profit (501 C3), assistant town manager, village manager, city manager, and private planning and management consultant have provided him with vast opportunities to experience both public and private sector work from many angles. His professional career has allowed him to work in several different states, along with an experience with the UN in Geneva, Switzerland and Zambia, Africa (where he served as a short-term missionary). As a part of his efforts in organizing the Town of Jupiter's bioscience program, a $670 million dollar deal was awarded to lure the largest non-profit bioscience research institute, Scripps, to North Palm Beach County. As a strategic member of the Cotleur & Hearing team, Mr. Mowery services several of Florida's largest builders/developers in governmental affairs, land use and zoning approvals. Recently, Mr. Mowery was responsible for approvals of Corporate Place at Tradition, a new 7 building office campus in Port St. Lucie's new urbanism project, Tradition. He has become a key player in facilitating successful project approvals for all types of development projects, including the bioscience field. Mr. Mowery generally handles projects from the Jupiter area north, especially as growth continues in Martin, St. Lucie and Indian River counties. American Institute of Certified Planners (AICP) Abundant Life International Ministries, Board Calhoun County Planning Commission (former member) Conference Lecturer for ICMA, MML and MCMA Florida Chapter of American Planning Association Flint Bishop International Airport, (former Zoning Appeals Board member) Homer Lions Club — (former President) Port St. Lucie MAKO Youth Soccer Coach International City County Management Association International Hispanic Network (Div. of ICMA) Jupiter Lighthouse Academy/Jupiter Teen Challenge —Advisory Board Lighthouse Center for the Arts — Protege member Sawgrass Lakes HOA Board —Vice President Sturgis Rotary Club — (former member) Swartz Creek Community Theater - numerous musicals Swartz Creek Kiwanis club— (former Vice President) University of Tennessee Professional Promise Award 2005: Assistant Town Manager, Jupiter FL 1997: City Manager, Swartz Creek MI 2002: City Manager, Sturgis, MI 1995: Village Manager, Homer, MI 2000: Senior Planner & Local Government 1991: Ex. Dir. Loudon Merchants Association — Consultant —LSL Planning, Grand Rapids, MI Non-profit 501 C3 Economic Development Org Sea Plum Commercial Center, Jupiter, FL — Monroe Prestige Group Reference: Ira Waltz and Don Tupper, 727.669.7412 Mr. Mowery oversaw the implementation and C.O. process for this neo-traditional Publix shopping/retail center. Industrial Residential Cove Shopping Center, Martin County, FL — Woolbright Development Reference: Mark Rickards, 561.989.1947 Mr. Mowery was responsible for the site planning and project management for the expansion efforts of Cove Center which included the expansion of inline retail and Bealls. Abacoa Town Center, Jupiter, FL — Woolbright Development Reference: Larry Bernick or Mark Rickards, 561.989.2240 Mr. Mowery was responsible for site planning, entitlement and project management services as requested by Woolbright ATC, the owner of Abacoa Town Center. This neo-traditional shopping center located in Jupiter FL is one of Florida's jewels. Courtyard by Marriott, Abacoa Town Center, Jupiter, FL —The Finvarb Group Reference: Ronald Finvarb, 305.861.3500 Mr. Mowery was responsible for the entitlement, site plan and landscape plan development of this 160 room full service hotel within the Abacoa Town Center. The hotel includes new urbanist design criteria of the Abacoa Development of Regional Initiative (DRI). Restaurant and commercial store- front uses are incorporated into the ground floor to activate the pedestrian sidewalks along Main Street. Coco Vista Shopping Center, Port St. Lucie, FL — Cocovista LLC Reference: Gearl Gore, 561.746.0980 Mr. Mowery was responsible for the overseeing the site plan and c.o. process for this 5 building retail center located on the Florida Turnpike and Port St. Lucie Blvd., which is now home to TNT Fitness, Nutritionsmart, Shindig's Irish Pub, Chevron Gas and others. Power Systems, Jupiter, FL — Derbyshire Management Reference: Josh Simon, 561.575.6454 Mr. Mowery was responsible for the site planning and project management for the 187,992 sq. ft. high-tech building, which will create close to 200 new high wage jobs. Power Systems is the global leader in designing and manufacturing aftermarket, high-technology components for land -based, combustion turbines for power plants. This was the first project to go through the Town of Jupiter's expedited review process allowing for complete approvals in approximately two and a half months. Jupiter Park of Commerce, Lot 22, Jupiter, FL — Derbyshire Management Reference: Josh Simon, 561.575.6454 Mr. Mowery was responsible for the site planning and entitlement process for the 21,000 sq. ft. industrial building to house Simplex Grinnell's new offices. The project was the 2°d project to go through the Town of Jupiter's expedited review program and received administrative approvals in 1.5 months. Distriplex Logistics Center, St. Lucie County, FL - Connectiv Reference: Dennis Griffin, 248.284.0222 Mr. Mowery is responsible for assisting Distriplex develop their plans for a new 1 million SF logistics, distribution and office center on Kings Highway in St. Lucie County. Distriplex is a national leader in the development of logistics centers and they are working through their development plans. Abacoa Apartments, Jupiter, FL - Crescent Resources Reference: Richard Buck, 772.220.4552, Ext. 26 Mr. Mowery was responsible for the oversight of developing the entitlement, site and landscape plan approvals for this 336 unit multifamily neotraditional development in Abacoa. The process involved amendments to two separate subdistricts of the Abacoa DRI and coordination with Pulte/DiVosta. Waterway Village, Vero Beach, FL — Pulte / DiVosta Homes Reference: Bill Tew, 407.447.9669 Mr. Mowery was responsible for preparing the annual reports for this DRI project located in Indian River County, along with various assorted entitlement needs on this mixed use residential project. RO-ED Corp's 300 acre, 2,500 acre and 3,500 acre properties, Fellsmere, FL—Ansin Reference: Jim Goggins, 305-795-2617 Mr. Mowery is responsible for assisting with the annexation, land use and other entitlement aspects for these properties located in Indian River County. These properties received various land use designations and are scheduled to contain close to 13,000 residential units, industrial and corporate centers, along with neighborhood commercial centers. St. Lucie County Board of County Commissioners Application for Serving on County Boards and Committees Thank you for applying for a position on one of St. Lucie County's many advisory boards and committees. The minimum requirements for committee membership are: • Must be a County resident • Must not be related to a County Commissioners or County employee involved with the committee of interest. • Must not be employed by the same business entity as other committee members. • Must not serve on more than 2 County committees (Does not apply to Ad Hoc Committees) Note: Some committees have additional requirements; please inquire when submitting this application. In addition, service on committees with planning, zoning or natural resources responsibilities may require disclosure of financial interests. Please complete the following information: 1. Please indicate the committee(s) you are interested in. See the list below. 2. Name: Travis E. Murphy, Jr. Phone: 772.467.8677 3. Home address: 10780 Muller Road, Fort Pierce, FL 34945 4. Which commission district do you live in? St. Lucie County, District 4 5. Business/Occupation Citrus Grove and Cattle Ranch 6. Business address: 1313 West Midway Road, Fort Pierce, FL 34982 7. Brief resume of education & experience: (Please attach resume) See attached resume 8. Do you currently serve on a county committee(s)? If so, please list: No 9. Why do you think you are qualified to serve on the committee(s) indicated? I have lived in St. Lucie County for almost 60 years. I am interested in the advancement of St. Lucie County through education, rPGearch k cjeyP10nmPnt_ 10. Would you consider serving on another board other than the one(s) stated above? (Please specify) Treasure Coast Education & Research Development Authority (TCERDA) 11. Comments: Thank you for your consideration. SIGNATLIRe%—� DATE: 1/20/200 St. Lucie County Advisory Boards and Committee Citizen Aaaointments Available Please check the committees you are interested in: tZ Attainable/Affordable/Workforce Housing Task Force 13 Beach Preservation Task Force 13 Bicycle/Pedestrian Advisory Committee LI Board of Adjustment II Central Florida Foreign -Trade Zone, Inc. a Children's Services Council U Citizen's Budget Development Committee tt Code Enforcement Board !t Community Development Block Grant Citizen's Advisory Task Force (CDBG) tt Comprehensive Economic Development Strategy (CEDS) 13 Contractors Certification Board tt Cultural Affairs Council a Early Leaming Coalition of St. Lucie County t3 Emergency Medical Services Advisory Council 13 Environmental Advisory Committee t3 Environmental Hearing Board U Fort Pierce Harbor Advisory Committee 12 Historic Preservation Committee 13 Historical Commission II Housing Finance Authority :3 Investment Committee 12 Library Advisory Board a Planning & Zoning Commission/Local Planning Agency 11 Recreation Advisory Board G Restudy Coordination Committee 13 Smart Growth Advisory Ad Hoc Committee tt Sustainability Ad Hoc Committee tt Tourist Development Council tt Transfer of Development Rights (TDR) Advisory Ad Hoc Committee 2 Treasure Coast Education & Research Development Authority (TCERDA) U Treasure Coast Health Council, Inc. 13 Value Adjustment Board APPLICATION WILL REMAIN EFFECTIVE FOR ONE YEAR Submit to: St. Lucie County Administrator's Office, Missy Stiadle 2300 Virginia Avenue, Fart Pierce, FL 34982 Phone: (772) 462-1156 Travis E. Murphy, Jr. EXPERIENCE Experience includes complete citrus management, grove development and re- development, and various levels of consulting. Performed major role in marketing citrus for former clients and now markets fruit for the River Country family of companies. Years of involvement in the Florida citrus industry has brought extensive knowledge of all facets of the citrus environment from planting to marketing. Commitment to continuing research and investigation through publications and consultation with facilities such as IFAS provide a consistently current familiarity with industry practices and modern trends. HISTORY • Owner of River Country Management, Inc., a professional grove manager based in Fort Pierce, FL, with clients such as Metropolitan Life, Equitable Life Assurance, CitiGroup Investments, and Egan Groves...1983 to Present • Owner/Manager of River Country Land & Cattle, citrus groves and cattle ranch located in Fort Drum, FL...1967 to Present • Owner/Officer of Gulfstream Contractors, Inc., a Florida Licensed General Contractor specializing in commercial and large -residential underground utilities and site improvement, based in Fort Pierce, FL ... 2003 to Present • Land operations manager, Plymouth Citrus Products...1979-1983 • Land operations manager, Marumike Corporation...1969-1979 • Land operations manager, Pulitzer Groves...1969 • Sales representative for Wilson & Toomer Chemicals ... 1966-1969 • Sales representative for Armour & Co. aka U.S. Steel Ag Chemical ... 1965-1966 EDUCATION • Bachelor of Science in Agriculture with a Major in Citrus Production and Minor in Agronomy, University of Florida...1965 COMMUNITY AND INDUSTRY POSITIONS Chairman of the Advisory Board of Wachovia Bank, N.A. Research Advisory Committee for the Institute of Food and Agricultural Sciences (IFAS) Member of the Indian River Citrus League Former Board Member of the Indian River Citrus League Member of Florida Orange Marketers Cooperative Former Board Member of Florida Orange Marketers Cooperative Member of the Florida Cattlemen's Association Member of the National Cattlemen's Association lift TCERDA Treasure Coast Education, Research and Development Authority 2199 South Rock Road, Fort Pierce, Fl. 34945 (772) 467-3107 ofc, (772) 467-31 14 fax, www.tcerdo.org TCERDA BOARD Jane Bachelor, Chair University of Florida Jose Farinos, Vice Chair Indian River Community College Sherwood "Buddy" Johnson Hilliard Groves Treasure Coast Agricultural Research Foundation, Inc Thomas Jones, Treasurer Seacoast National Bank .Dr. Joe Joyce University of Florida Dr. Kathleen McGinn, Board Secretary St. Lucie County School District Gerri McPherson Florida Atlantic University O. R. Minton, Jr. Holland & Minton Properties Dr. Peter Stoffella University of Florida January 15, 2009 Ms. Paula Lewis, Chair Board of County Commissioners St. Lucie County 2300 Virginia Avenue Fort Pierce, FL 34982 RE: Agenda Request Item TCERDA Board Vacancy Dear Commissioner Lewis: The Board of County Commissioners will consider an Agenda Request Item on January 27, 2009 for the purpose of selecting a candidate for the TCERDA Board seat vacated by Sherwood "Buddy" Johnson, effective January 22, 2009. After careful review, the TCERDA Board recommends Mr. Travis Murphy for this vacant seat. You have previously received correspondence from the University of Florida's President, J. Bernard Machen, in support of seating Mr. Murphy on the TCERDA Board. Mr. Murphy's application and resume are on file with the County. If you have questions or need additional information prior to your consideration of the TCERDA Board's request regarding Mr. Travis Murphy, please do not hesitate to contact me. Sincerely, Jane L. Bachelor TCERDA Board Chair CADocuments and Settings\Administrator\Local Settings\Temporary Internet Files\Content.Outlook\gCMRMJNS\BOCC_TMurphy_Nomination.doc UNIVERSITY Of UFIFLORIDA T. Bernard Machen President November 25, 2008 Mr. Doug Anderson St. Lucie County Manager 2300 Virginia Avenue Ft. Pierce, FL 34982 Dear Mr. Anderson: I RECEIVED DEC 0 32008 CO, ADMINISTRATION 226 Tigert Hall PO Box 113150 Gainesville, FL 32611-3150 (352)392-1311 Fax (352) 392-5275 www.ufl.edu This is in reference to Treasure Coast Education, Research and Development Authority (TCERDA), established under Chapter 159.701 at Ft. Pierce in partnership with the University of Florida, USDA, FAU, the St. Lucie County School Board, and others. We greatly appreciated the County's financial and administrative support in the establishment and evolution of the TCERDA. In September 2004, we submitted a. list of names for the initial Board of Directors of the Research and Education Park's board. One of those directors is Mr. Buddy Johnson, whose term expires January 2009. We would like to recommend Mr. Travis Murphy as Mr. Johnson's replacement. Mr. Murphy is a St, Lucie County resident and owner of River Country Management, Gulfstream Contractors, and River Country Land and Cattle companies. He is a member of the Board and Executive Committee of the OF Treasure Coast Agricultural Research Foundation, Inc., a direct support organization of UF, which is the lease holder of record for over 400 acres of land within the TCERDA. Mr. Murphy is also a member of the OF Indian River Research and Education Center Advisory Committee. If we can provide any further assistance, please do not hesitate to contact me. Sincer yours, J. Bernard Ma hen cc: Jimmy Cheek Buddy Johnson Faye Outlaw The Foundation for Thc Gator Nation All Equal r )pportunity institution Lisa Marie Oldakowski 5922 NW Ketona Circle, Port St Lucie, FL 34986 772-708-8634— lisamarie2007@comcast.net January 21, 2009 Board of County Commissioners Applicant to serve 2009-2012 Treasure Coast Education Research and Development Authority It is with great pleasure that I submit my application and this letter emphasizing my enthusiasm for the County's newest endeavor. Residing in St. Lucie West since 2004, I have watched the community grow, while participating actively in that growth as a Real Estate Broker and custom home builder associated with Grande Construction of FL. Living in Coral Springs/Parkland for 35 years prior to relocating to the `Research Treasure Coast', I lived in a community where growth, education, economic prosperity and `family -units' were of the utmost importance. I worked professionally in Banking and Retail industries while earning my Bachelors degree in Business Administration from FAU. Upon graduating, I had the good fortune of building a career in Sales, Marketing and Management in various sectors, while completing a few more educational programs along the way. Two things inspire me: Learning and being a "catalyst for growth " on any level. My key strengths are: communication, motivating others and business acumen. I have had a fantastic corporate sales career prior to entering into real estate and working with my family's business. Since 2004, I have been actively involved with the Realtors Association of St. Lucie, TCBA, Sales & Marketing Council for TCBA and a new member of the Cultural Affairs Committee. I have attended EDC meetings and understand the need for not only Economic growth, but secondary education and research as well. It is a vital component to stimulating prosperity while enhancing the `quality of life'. It's imperative that the Council and Board members convey the importance to all demographics, by means of public awareness, and to those demographic groups that have yet to relocate here. "There is a world of opportunity", as I have said, to each and every one of the 200 clients I have served in the last few years. I have been afforded the opportunity to build professional relationships and thoroughly enjoy being part of a team that makes a difference. While I may not have a background as a Public Servant, I have been interfacing and providing valuable services to the public for 2 decades. I would be proud to be a part of the TCERDA, and feel my skills/set would compliment any tasks that are immediately at hand. Thanking you in advance for your consideration. I have a sincere interest in TCERDA. I am certain that my participation would contribute to the Community's growth, as it would allow me to fulfill my humanitarian interests as well. SEP-2-2008 23:21 FROM: TO:4622131 P.2/5 ft-Lucie County 8aard_0f County Commisslonem ARRlication for Serving on County Boards and Committm Thank you for applying for a position on one of St, Lucie County's many advisory boards and committees. The minimum requirements for committee membership are: Must be a County resident Must not be related to another committee member, County Commissioner or County employee involved with the committee of interest. • Must not be employed by the same business entity as other committee members. • Must not serve on more than 2 County committees (Does not apply to Ad Hoc Committees) Note: Some committees have additional requirements; please inquire when submitting this application. In addition, service on committees with planning, zoning or natural resources responsibilities may require disclosure of financial interests. Please complete the following information: 1. Please indicate the committee(s) you are interested in. See the fist below, s 9- 3 2, Name: Ll% �U I 3. Home address:ya,P- Alk &�A- 4, Which commission district do you live in? 5. 6. Business address: o �S S L. 7. Brie resume of education & experience: (Please attach resumN / /l< Aar I�YI lis_f'lev�f/ •� �G1 fG�S 8. Do you currently serve on a county committee(s)? N so, please list: /1/0 9. Why do you think you are on the W Fj;+ r� tu 4 /1 G�dI !? � r. r r GyS'�e� �4yr{n L5 SEP-2-2008 23:22 FROM: TO:4622131 P.3%5 10. Would you consider serving on another board other than the one(s) stated above? (Please specify) 11. St, Lucie County Advisory Boards and Committee Citizen Appointments_Available Please check the committees you are interested in: U Attainable/AffordablelWorkforce Housing Task Force a Beach Preservation Task Force n BicyclelPedestrian Advisory Committee n Board of Adjustment 13 Central Florida Foreign -Trade Zone, Inc. Vt Children's Services Council Lt Citizen's Budget Development Committee 13 Code Enforcement Board a Community Development 91ock Grant Citizen's Advisory Task Force (CDBG) vb Comprehensive Economic Development Strategy (CEDS) V4Contractors Certification Board Cultural Affairs Council Vt Early Learning CoalMon of $t. Lucie County p Emergency Medical Services Advisory Council to Environmental Advisory Committee fit Environmental Hearing Board is Fort Pierce Harbor Advisory Committee 113 Historic Preservation Committee U Historical Commission H Housing Finance Authority tl Investment Committee %A6 Library Advisory Board n Planning & Zoning Commission/Local Planning Agency * Recreation Advisory Board * Restudy Coordination Committee * Smart Growth Advisory Ad Hoc Committee * Sustainability Ad Hoc Committee vd Tourist Development Council iR Transfer of Development Rights (TDR) Advisory Ad Hoc Committee 00" Treasure Coast Education & Research Development Authority p Treasure Coast Health Council, Inc. APPLICATION WILL REMAIN EFFECTIVE FOR ONE YEAR Submit to: St. Lucie County Administrator's Office, Missy Stiadle 2300 Virginia Avenue, Fort Pierce, FL 34982 Phone: (772) 462.1156 SEP-2-2008 23:22 FROM: TO:4622131 P.4/5 Lisa Marie PO BOX 882352 Port St. Luoie, Florida 34988 772-708-8654 Lmaris2008@grnail. wm Summary & Objective Over 10 years of documented Marketing success with the ability to contribute to a company's profit center. Engage my *Qdy to idenffy, analyze and promote Product growth, Create, implement and negotiate ad -space for entire markotir4ftnoda moo Interface and utilize established relationships within tho Communicrrbons industry kt duding newsprint, radio and e- cormrnenoe. Participate in Tradeshows and Community events where needed. Create "Client Loyally" and Customer Appreciation proWarns. Jmplament business acurnen, sales skills, merchandising and relationshipbuiilding tedv*pms for continued mmoess. Motivate, irrapirs and W creative "growth" solutions among team members in-house or directly with end4mers of per. Act as voice guardian and/or a Corporate "Ambassador" to promote positive image, enhance "good -will", inform on key featureskeneft and nwntmn the highest levels of Customer Service. Ability to exeade ideas *orn prior industries inclusive a Perishable Consumer Goode, Fashion, Cosmetics, Pharmaceutical and Real Estate/Developer. Edu mthm 2W1 Human Resouroe Management Program, FAU 1991 Bachelor of Business Administration, Marketing. FAU, Boca Raton, FL Work Experience MarkeftglSales Director 32005 - 5rMW Grande Construction of FL . ResidentialCommerc ial Builder, Part SL Lucie, FL • Marketing/Sales Director for -niche high -end custom builder. • 3 years of wrpting Cover Stories for Scripps, Sun4SesntInel, Miami Herald advertortal3. Photo shoots for all trade journals, Community involvement and PR for brand imago. • Managing and operating a 2-Home Model sales oenW open 7 days along with Spec Home sates. Primary n3sponsib>ilities: Create, design, negotiate. budget and Implement all Weft of MaricetinglPR ublmng newsprint raft, website, trade JOumals and community platforms on demanding timelines and limited resources. • Created all MarkelvlglSates materials for builder and built business from "grotnnd-Ievel.„ Website maintenance of 5 sites; includes Virtual tours. Creates "marketing mid' teaching target audience through use of 10 mediums. Secures ad space and negotiates contracts with Scripps, Sentinel and Herald, • Established relationships with Re aU/SankinglidleffCBA community within St Lucie and Marlin counties. Initiates RE Broker trainings to drive sates with Builder idwv* and ruche market Coo rands with Loan Man to capture market share. Trained 15+ realtors in "New -Construction" sales. identifies and participates in opportunities within community to promote Builder's bran dlawareness. • Responsible for successful closing of all contracts, inclusive of employees and outside agents. Ards as voice and brand guardian to ensure obotvas are met. Reports progress to management on a regular basis. Anticipates challenges and ensures an efficient res dution. • Maintains consistency of the brand aGOSB the production cycle from initial planning through completion of product. Completes ant Color Selections, custom modifications, pool ping packages with clients. Assists dients with land aoquisition, financing, closings, final vwalk-though and post -dosing services. • Utilize Visual Merchor dising to drive sates and key Builder %aturesk*nefds_ Offers ideas to capture new market when industry challenges arise. Newsletter, Dired Mail correspondence- * Member of NAR. FAR, SLAB, TCBA, NHBA, Sales and Marketing Council ofTCBA. • Closed over $42 million in sales with average sale $340K within 2.5 years. Managed over 35 Listings valued over $12 million at a given true. Broker, GRI.2005-08. Realtor 2004. SEP-2-2008 23:22 FROM: TO:4622131 P.5/5 Pharmaceutical Sales Representative 3/2003 - 8R003 AVENTIS PHARMACELMCALS/DERMIK LABORATORIES • Contractual 5 month assi$►wwrd covering Ft Lauderdale, FL.10 Physician cab per day- • interlacing with 140 Demtatdogists, Podiatrists and PCP's, Presentations to Doctors, P.A.'s, Nunes include features and benefits with the ability to influence physician's presad" habits. Display patient brochures, Rx fomrs and POS. Assist with new product launches. Retain ornrert market share as one of the highest volume tenftories in Me nation. Coordinates Office 4urrcheons. Mairdained Sales; ra *ed 02 among statewide. Business Manager 7/2001 - 3R003 Prada Beauty-PRADA USA, Boca Raton, FL • Sdb V manager of luxury, high -end, retail Skin Treatment products. Target a "niche" market with innovative and technologically advanced products inclusive of anti -aging, glycolic and "boto)e properties. UtiUxe'needs-based' and 'educabonal based' Selling ski. 50% close -ratio with prospective clients on initial visit.. Increased market share 100%. doubled client base in less than 1$months. Consecutively a mailed quotas per season. Increase consurrrer awareness through irformative and dernor4tvtive presentations end Direct Mail. • Conduct educational consultations, facials and Spa Events- Create and execute promotional eventslloyatty programs. Coordinate stare events with waft PR Office, Initiate aws4elling with apparel departments. Responsible for business growth, recognizing sales and industry trends while meeting corporate objectives on a limited budget. • Facilitate quarterly TrainingA4mchaon sessions for 45+ attendees. Motivate sales team utilizing coritests and inoentives. Train sales associates as needed- Monthly inventory control and forecasting. Visual Merchandising. Incorporate POS materials and merchandising to attract new clients. Wfi to outrof-arear stores to participate on product Line sales. Sales Associate 1011999 - 712001 NORI)STROM, Boca Raton, FL • Retail rorrunissioned sales fir luxury designer handbags. Daily Visual Merchandising, Initiated and ovated PPJUlm events with Brighton, Monsac, Brahmin and Kate Spade lines. National Sales Representative 10/1998 - 7/1999 Firenxs, Deerfield Beech, FL. • Tradeshow, Exhibitor. Travel neftw*le weekly to Convention Centers. Market women's jewelry to wholesele s and indep0ru:W retailers, Estab ish new dients on -cite. Cold -call and dose new feeds. Direct Mail. C.ontrtbute to annual sales exceeding $lmilbon at wholesale levels. Inventory control. Edwisim MeMhandising. Conetnxbw Set up, War - down and shipping of firadeshaw booth. W mw for "Bed Booth" in NO. Territory Manager 2/1995-12/'1997 Anm r Swift Edw;ch Sales Co., Fort Lauderdale, FL • Retail Chain Marogement of 150 Pubfoc Supermarkets. EstadishedlbA miatio ships with 6W Departrnerrt, Regional and District Managers. Perishable consumer goods represented; Suftertrall, Healthy Choice, Swift Prerrrarm, AMXW and Edcrldr products.10 Daily store dills every two weeks. Assi*V Deb depatnents. Presentafions included: y gym, gross profit enelysis, industry cdmaes aril competitors strategy • Developed job description and responsibilities for Deli Operations. Executed marketing We"", =Inematic plains and extensive weekly merctrartdlsing. Floor displays, POS marieriais. Participate in Tredeshows and Grand Openings regularly. Train associates. Coordinate 40 Store events simutiarrreously to drive brand identify. • Member of #1 Sales Team regionally. Increased market share from 50 to 1000%, Inc named annual territory sales from US to $32 mMW. Cneated "statewide" sales campaign to air on radio. Budget promotional spending. Wrote Training Guides. 21/01 2009 15:12 FAX 7724652488 TOM PERONA Z 001/003 COUNT F L O R I Post -Ito Fax Note 7671 Data 1-.7) _apo, pang► To Cbmapt,G-FY A'D Co, Phone N 7.7 K Phone k 7.7 Y Alf- 1 X-U Fqx A •t - �s•71'o� Fax 8 -7 a ekeUW2 C Board of C29I' W 9=18610no Application for bV1109 on County Boards and Committees Thank you for applying for a position on one of St. Lucie County's many advisory boards and committees. The minimum requirements for committee membership are: • Must be a County resident • Must not be related to a County Commissioners or County employee involved with the committee of interest. Must not be employed by the same business entity as other committee members. Must not serve on more than 2 County committses (Does not apply to Ad Hoc Committees) Note: Some committees have additional requirements; please inquire when submitting this application. In addition, service on committees with planning, zoning or natural resources responsibilities may require disclosure of financial interests. Please complete the following information: 1. Please indicate the committees) you are interested in. See the list below. 2. Name: tj p6K O A/ Phone: (77A) a 14--1 a.9-3 3. Home actress: 4. Which commission district do you I ink 5. Business/Occupation 6WYe,1-rpN7- 6. Business address: 7. Brief resume of education & experien(e: (Please attach resume) 8. Do you currently serve on a county committee(s)? If so, please list: No 9. Why do you think you are qualified to serve on the committee(s) indicated? 7 uGt}71�� t.o a G 'I- i M 02 H He u N, rf g f v" ,4 �7W &-%JT — T c Q ,0AXS4e G6WH36-Ae. DG CcwHErece!�' ft,4 '4 s&e GU 1 'C50,09;- Z.3 fir- O/ G5- 0,, rviL SG,r-✓ic4 A70412D 21/01 2009 15:13 FAX 7724652488 TOM PERONA R1002/003 10. Would you consider serving on another board other than the one(s) stated above? (Please specify) 11 Comments: IYV /,vTCAes ?� St Lucie County Advisory. Boards ang Committee Citizen AMinjonts Available Please check the committees you are interested in: 33 Ansinable/Affordable/Workforce Housing Task Force tt Beach Preservation Task Force tt Bicycle/Pedestrian Advisory Committee tt Board of Adjustment tt Central Florida Foreign -Trade Zone, Inc. U Children's Services Council tt Citizen's Budget Development Committee tt Code Enforcement Board xt Community Development Block Grant Citizen's Advisory Task Force (CDBG) t2 Comprehensive Economic Development Strategy (CEDS) • Contractors Certff)catlon Board • Cultural Affairs Council tt Early Leaming Coalition of St. Lucie County • Emergency Medical Services Advisory Council • Environmental Advisory Committee • Environmental Hearing Board • 1=od Pierce Harbor Advisory Committee tt Historic Preservation Committee tt Historical Commission • Housing Finance Authority tt Investment Committee 33 Library Advisory Board ## Planning & Zoning Commission/Local Planning Agency 33 Recreation Advisory Board U Restudy Coordination Committee tt Smart Growth Advisory Ad Hoc Committee tt Sustalnability Ad Hoc Committee R Tourist Development Council tt Transfer of Development Rights (TDR) Advisory Ad Hoc Committee tt Treasure Coast Education & Research Development Authority (TCERDA) U Treasure Coast Haab Council, Inc. x2 Value Adjustment Board 4- epaz4v 7a tJ t / ,GAG--A-,e c ,Al � 1-! i 77-,?--� ( APPLICATION WILL REMAIN EFFECTIVE FOR ONE YEAR Submit to: St. Luck County Administrator's Office, Missy Stladle 2300 Virginia Avenue, Fort Pierce, FL 34982 Phone: (772) 462-1156 :d- -Z .SG — 2 .21/01 2009 15:13 FAX 7724652488 TOM PERONA Z 003/003 Date Name Personal January 21, 2009 Thomas K. Perona Married: Kathleen Children: Kenneth- 29 Katherine- 24 Kelly- 24 Brittnee-14 Resident of St Lucie County since 1972 Education Associate of Arts- Indian River Community College Bachelor of Arts (Business Mgmt)- University of St Thomas, St Paul, MN Dealer Development- General Motors Institute- Flint, MI Community Involvement: Fort Pierce Utility Authority Current Board Member Fort Pierce Kiwanis Club Current Board Member Fort Pierce Parks Advisory Council- Current Member Fort Pierce Chamber of Commerce- Past Board Member Fort Pierce G. O. Team- Past Board Member Fort Pierce Civil Service Appeals Board- Past Chairman Business Experience: Perona Rosslow Residential Property Mgmt- Owner/Mgr Mrs. Suds, Inc- President Corner Liquors- President Tom Perona Oldsmobile, Inc- Past President Hobbles: Running, Golf References: Edward W Becht 772 465-5500 William J Yates 772 461-7000 Frank Fee 772 461-5020 William Dainnahower 772 461-3540 St. Lucie County Board of County Commissioners Application for Serving on County Boards and Committees Thank you for applying for a position on one of St. Lucie County's many advisory boards and committees. The minimum requirements for committee membership are: • Must be a County resident • Must not be related to another committee member, County Commissioner or County employee involved with the committee of interest. • Must not be employed by the same business entity as other committee members, • Must not serve on more than 2 County committees (Does not apply to Ad Hoc Committees) Note: Some committees have additional requirements; please inquire when submitting this application. In addition, service on committees with planning, zoning or natural resources responsibilities may require disclosure of financial interests. Please complete the following information: 1. Please indicate the committee(s) you are interested in. See the list below. 2. Name: T r i P; r► ne u Phone: ) 340 —3 213 rvCk-4 1 CD C�-oI, C0n--\ 3. Home address: p t A 63 .6VJ C-eA&r Cove COf1 St Lk&ie L 349B(0 4. Which commission district do you live in? Dist'^ iL 5, Business/Occupation &naayi t Wr it'er former 646 st 6pl as6t. 12ri ne t 6. Business address: FOL, I21103 -4w cedar cove Port St Lucie . �L As(o 7. Brief resume of education & experience: (Please attach resume) a r .. �- I _ ... --- I. t - -- 8. Do you currently serve on a county committee(s)? If so, please list: No 9. Why do you think you are qualified to serve on the committee(s __.1.....`_.-_-i- hh6r r.w aA..wSrFfT/=-70wwfw10.^ hiiNA.PNMItMOCr. c6w 10. Would you consider serving on another board other than the one(s) stated above? (Please specify) Yes! Centro t lor; a r is n ra a gme_ or ►tdw 0f4VK(*J on "l SIGNATURE: _q�rv� DATE: 5 St Lucie County Advisory Boards and Committee Citizen Appointments Available Please check the committees you are interested in: Lf Attainable/Affordable/Workforce Housing Task Force Lf Beach Preservation Task Force 31 Bicycle/Pedestrian Advisory Committee 13 Board of Adjustment ri Central Florida Foreign -Trade Zone, Inc. V Children's Services Council Lf Citizen's Budget Development Committee 13 Code Enforcement Board 13 Community Development Block Grant Citizen's Advisory Task Force (CDBG) --- —i eComprehensive Economic Development Strategy (CEDS) Lt Contractors Certification Board Cultural Affairs Council Early Learning Coalition of St. Lucie County tI Emergency Medical Services Advisory Council • Environmental Advisory Committee • Environmental Hearing Board 13 Fort Pierce Harbor Advisory Committee 13 Historic Preservation Committee 13 Historical Commission 11 Housing Finance Authority 31 Investment Committee Library Advisory Board --7� Planning & Zoning Commission/Local Planning Agency 13 Recreation Advisory Board 33 Restudy Coordination Committee LS Smart Growth Advisory Ad Hoc Committee ,/ �U Sustainability Ad Hoc Committee --�—�'70� Tourist Development Council U Transfer of Development Rights (TDR) Advisory Ad Hoc Committee =--�. Treasure Coast Education & Research Development Authority :3 Treasure Coast Health Council, Inc, APPLICATION WILL REMAIN EFFECTIVE FOR ONE YEAR Submit to: St. Lucie County Administrator's Office, Missy Stiadle 2300 Virginia Avenue, Fort Pierce, FL 34982 Phone: (772) 462-1156 9. Why do you think you are qualified to serve on the committee(s) indicated? I love the community that I live in and would very much like to be a part of its progress.. As you can see by my attached resume, I would be bringing to the committee(s) a background that stems from the corporate world and the public education system. My experience working in the petroleum industry gave me the insight on such matters as energy, foreign oil, business operations, and economic feasibilities. As an educator, however, my passion to help children learn to read developed. I am an advocate of being a lifelong leader of learning. As an ethnic minority (Asian American), I also bring an insight of cultural differences and have a particular interest in developing diversity within the community. My husband and I are homeowners, and we are both professionals (he is a nationally -recognized civil engineer) who want to help our neighbors in anyway possible. Now that I'm retired, I am a writer. I have a book in print on the effects of No Child Left Behind, which is due out on shelves in December. I also write grants for non-profit organizations and I serve on the Southern Association of Colleges and Schools as an accreditation auditor. These give me the flexibility to serve on commission committees. Theresa "Teri" Pinney 1263 SW Cedar Cove, Port St. Lucie, FL 34986 Phones: (772) 340-3073, (772) 979-3783 Email: inneyl(&,aol.com, Website: www.professionalwritin-econsultant..com BACKGROUND AND EXPERIENCE Writing Consultant, Teri Pinney, Professional Writing Consultant Freelance writer offering services in grant writing, campaign development and speeches, corporate writing, reports, and articles. Author of "The Missing Heart: Odyssey of an Educator" Senior Assistant Principal, Fort Pierce Westwood High School Wrote annual School Improvement Plan. Oversaw FCAT & Benchmark Testing, School Advisory Council, and the Accreditation Peer Review. Supervised 30 to 45 teachers (English, ESE, ESOL, and Reading) through classroom observations and updating their Professional Development Plans. Managed school communications with the District, parents, and community through the school website, maintaining the marquee, and monthly publication of newsletter. Interpretation and research of FCAT, demographics, and other student statistical data. TSA in Administration, SLW Centennial High School Co -Writer of $600,000 grant from federal government for Smaller Learning Communities. Managed the smaller learning community center that included 37 teachers, two counselors, one clerk, and 630 students (ninth to twelfth grades). Part of writing team for $200,000 Project Aspire grant. Career Specialist, SLW Centennial High School Spearheaded development of business partnership from 20 members to over 100. Did press releases and newspaper publications (created half -page colored ad for local newspapers). Developed promotional pamphlets on school's programs. Worked with the television media in interviews. Writer of school -related articles on vocational issues to FL DOE magazine. Presented program reviews at middle schools, advises parents and students on course scheduling. Coordinated vocational programs for special projects. Organized advisory board sessions and public tours. Developed student internship programs with businesses. Teacher, School Board of St. Lucie County, SLW Centennial Hikh School Subjects taught: Business Education & Academy of Finance. Grades: 9', 10', 1It, and 12t'. Department Head and selected Minority Educator of the Year. Recipient of Excellence and Principal award. Wrote and received five grants from the St. Lucie Education Foundation. Teacher, School Board of St. Lucie County, SLW West Middle School Subjects taught: English. Grades: 7t . Reading Council and Language Arts departments. Page Two of Two Teacher, School Board of Broward County, Florida, Northeast High School Subjects: Keyboarding, accounting, advanced word-processing, and financial computing. Grades: 9th, 1Oth, 11th, and 12th. Department Head, District Director of Future Business Leaders of America, Advisor of National Academy Foundation. Recipient of teacher grant from the Broward Schools Education Foundation. Teacher, School Board of Broward County, Florida, Pompano Beach Middle School Subjects: Keyboarding and business. Grades: 7th, 8th, & 9th. Department Head of Electives Department. Leadership Team member. Operations Coordinator & Petroleum Analyst, BHP Petroleum Hawaii Coordinated import and export deliveries of petroleum products from tankers arriving from around the world to the state's only independent refinery. Maintained analytical data on jet fuel, diesel, and crude oil levels. Presented oil reports and studies to senior management teams. Directed oil inspectors to assure product quality by organizing on -ship and at -site petroleum inspection. Full -Time Instructor, Cannon's Business College (now Heald's College), Honolulu, Hawaii Subjects taught: Office management, business mathematics, marketing, entrepreneurship, business management, and interpersonal development. Ten years as full-time instructor at private junior college. EDUCATION & CERTIFICATIONS • Member, AAGP (American Association of Grant Professionals) • Member, APCC (Association of Professional Communication Consultants) • Member, FCAR (Florida Coalition of Assessment Reform) • Member, FASA (Florida Association of School Administrators) • Member, NAPW (National Association of Professional Women) • Certified, Florida DOE, Educational Leadership (All Levels) • Certified, Florida DOE, English (6-12) • Certified, ESOL for Vocational Teachers • Certified, Florida DOE, Business Education (6-12) • MBA, Chaminade University, Honolulu, Hawaii, graduated June 1989, majoring in business and marketing • BS, University of Tampa, Tampa, Florida, graduated December 1975, majoring in business, minoring in economics • 30 extra credit hours in education and education leadership courses, NSU • 240 hours, Reading Endorsement Competencies, FSU, UCF, & OF (NEFEC) . JAN-23-2009(FRI) 09:54 EDC,Inc. (FAX)772 462 2454 P.002/005 St. Lucie County Board of County Commissioners Application for Serving on County Boards and Committees Thank you for applying for a position on one of St. Lucie County's many advisory boards and committees. The minimum requirements for committee membership are: Must be a County resident • Must not be related to another committee member, County Commissioner or County employee involved with the committee of interest • Must not be employed by the same business entity as other committee members. • Must not serve on more than 2 County committees (Does not apply to Ad Hoc Committees) Note: Some committees have additional requirements; please inquire when submitting this application. In addition, service on committees with planning, zoning or natural resources responsibilities may require disclosure of financial interests. Please complete the following information: 9. Please indicate the committee(s) you are interested in. See the list below. 2. Name:-i4HIO 1Ri.TtfigG,f)Phone:!9( Z-Z955 3. Home address: 58oi MYr, IL-L 7ba, F+. Ppr-4ca 3L/99Z a. Which commission district do you live in? tl 5. Business/Occupation L I d i i t= N c_ w e` F.,g 6. Business address: 7. Brief resume of education & experience: (Please attach resume) �ir. r7�.. B. Do you currenV serve on a county committee(s)? If so, please list 9. Why do you think you are qualified to serve on the committee(s) indicated? R S r r.� C>� ..a r r< o � \AJ F D 41 w tt1-, `� ta,rt� h� r~ E JAN-23-2009(FRI) 09:55 EDC,Inc. 10. W991d you consider servi 11. Comments: SIGNATURE: DATE: 7 (FAX)772 462 2454 on another board other than the one(s) stated above? (Please specify) SL Lucie County Advisory Boards and Committee Citizen Appointments Available Please check the committees you are interested in: 0 Attainable/Affordable/Workforce Housing Task Force a Beach Preservation Task Force tl Bicycle/Pedestrian Advisory Committee ti Board of Adjustment a Central Florida Foreign -Trade Zone, Inc. ti Children's Services Council n Citizen's Budget Development Committee ii Code Enforcement Board 0 Community Development Block Grant Citizen's Advisory Task Force (CDBG) 91 Comprehensive Economic Development Strategy (CEDS) t t Contactors Certification Board a Cultural Affairs Council t3 Early Learning Coalition of St. Lucie County 13 Emergency Medical Services Advisory Council t3 Environmental Advisory Committee 13 Environmental Hearing Board ii Fort Pierce HarborAdvisory Committee n Historic Preservation Committee ii Historical Commission ti Housing Finance Authority Li Investment Committee M Library Advisory Board 01 Planning & Zoning Commission/Local Planning Agency t( Recreation Advisory Board U Restudy Coordination Committee is Smart Growth Advisory Ad Hoc Committee d Sustainability Ad Hoc Committee m Tourist Development Council 0 Transfer of Development Rights (TDR) Advisory Ad Hoc Committee u Treasure Coast Education & Research Development Authority A Treasure Coast Health Council, Inc. APPLICATION WILL REMAIN EFFECTIVE FOR ONE YEAR Submit to: St. Lucie County Administrator's Office, Missy Stiadle 2300 Virginia Avenue, Fort Pierce, FL 34982 Phone: (772) 462-1138 2 S ►r gO JAN-23-2009(FRI) 09:55 EDC,Inc. (FAX)772 462 2454 P.004/005 E D C Daniel P. Retherford, E.I., Project Engineer Career Record 03/06- Project Engineer, Engineering Design & Construction, Inc., Fort Pierce, FL. Team Leader with various responsibilities including providing technical support, reviewing final plans, and coordinating with sub -consultants. Work with clients and co-workers in all phases of land development engineering Including: feasibility studies, drainage calculations and reports, lift stations, distribution and collection system design, cost estimates, construction plans, permitting, certification, site plan approvals, earthwork calculations, pavement design, and all aspects of residential, commercial and industrial site development. 05/05-03106 Project Manager, The Velcon Group, Inc., Port St Lucie, FL. Project Manager with various responsibilities which Included providing technical support, reviewing final plans, and coordinating with sub -consultants. Work with clients and co-workers In all phases of land development engineering including: feasibility studies, drainage calculations and reports, lift stations, distribution and collection system design, cost estimates, construction plans, permitting, certification, site plan approvals, earthwork calculations, pavement design, and all aspects of residential, commercial and Industrial site development. 05100-05105 Utility Designer, Fort Pierce Utilities Authority, Fort Pierce, FL. Responsibilities Included the management of the utility expansion program, St_ Lucie County MSBU program, and project manager for the unit price contractor. Additional duties were review of commercial and capital design and oversee construction of commercial and capital projects. Provided cost estimates and recommendations to the Utility Director for the development of infrastructure for commercial projec% and capital improvements. Provided inspection services for the Installation of underground utilities, lift station installation and maintenance, and large metering installations. 01/97-05/00 Engineering Technician, LBFH, Fort Pierce / Palm City, FL. Responsibilities included design and drafting of underground utilities. Under the supervision of the project engineer duties Included design of water mains, force mains, gravity sewer, lift stations, and major plant facilities. 07189-01/97 Professional Soldier, United States Army, Fort Campbell, KY. Responsibilities ranged from machine gunner to Department of Defense Leadership Instructor. DD-214 available. Education 5/02-121D6 University of Central Florida, Orlando, FL - Bachelors of Science In Civil Engineering 1/98-5/02 Indian River Community College, Fort Pierce, FL. - Associate In Arts, Pre -Engineering Registration 03106- Engineer Intern, State of Florida Certified Haestad Methods Master Modeler ENGIN EERING D ESION 8 C O N S T R U C T I O N INC CiVIL ENGINEERS SPECIALIZING IN LAND DEVELOPMENT 1934 Tucker Court, Fort Plorco, FL 34950 ph:(772) 462-2455 fx:(772) 462-2454 Pogo 1 of 2 JAN-23-2009(FRI) 09:55 EDC,Inc. (FAX)772 462 2454 P.005/005 Representative Experience D Utility Designer -- Designed and managed many under ground utility projects for the City of Fort Pierce which dealt with the replacement of existing Infrastructure In the downtown area. Valuable experience was obtained in dealing with the local businesses, politics, and the maintenance of daily operations while a replacement job Is underway. Projects employed techniques such as pipe bursting to minimize Interruption and complete close downs when necessary. Utility Designer — Managed all St. Lucie County MSBU projects from Fort Pierce Utillties Authority's perspective. Very proficient in the development of intricate cost analyses and the Improvement of detailed cost estimates. Familiar with government requirements forbidding, grants, and liability. Managed a 100% perfect track record for SLC MSBU program with respect to budget and scheduling while in charge of that program from 2000 to 2005. Very familiar with SLC Engineering and MSBU Staff. ➢ Utility Designer — Provided complete design and drafting support to FPUA from 2000 to 2005. Responsible for majority of in-house design from lift stations and gravity collection systems to design and Installation of miles of transmission and distribution water mains. Enabled FPUA to save an estimated 4 million dollars in design fees over the five year period. ➢ Project Manager / Designer — Responsible for the design and construction of over 7 miles of 16' re -use main for Tropicana WWTP. Assisted with the design of the effluent pump station. Inspected all aspects of the installation of the pump station to include structural, mechanical, and operational. ➢ Engineering Technician — Drafted and assisted with the design of the replacement / construction of multiple large municipal lift stations while working with LBFH. Very familiar with the intricate details of lift station design. Assisted with design / drafted over two dozen lift stations while working for LBFH ranging from large regional facilities to smaller commercial (single user) facilities. D Utility Designer — Responsible for the design and project management of the 16* potable water main replacement on North Hutchinson Island. Project consisted of over 7 miles of main replacement, multiple large direction drills, and facilitation i coordination of continued service to customers throughout construction. E N G 1 N E ; R I N G OE: S I G N 8 CONSTRUCTION INC CIVIL ENGINEERS SPECIALIZING IN LAND DEVELOPMENT 1934 Tucker Court, Fort Pierce, FL 34960 ph:(772) 452.2455 fx:(772) 462.2454 Page 2 of 2 JAN-23-2009(FRI) 09:54 EOC,Inc. (FAX)772 462 2454 P.001/005 E ENGINEISRING DE$MGN & CONSTRUCTION, INC. D1934 Tucker Court Fort Pierce, FL 34950 Cphone:772-462-2455 fax: 772-462-2454 TRANSMITTAL SHEET TO; M1SS1 5TdfQ COMPANYIDEPARTM[NT: FAX NUMBER; PHONE NUMBER: FROM: y l�Y6W IV'TP�4ucl DATE: % s o q �7Y TOTAL NO. OF PAGES INCLUDING COVER: RE: ❑ URGENT ❑ REVIEW ❑ COMMENT ❑ REPLY ❑ ORIGINAL US MAIL 13 OVERNIGHT ❑ HAND DELIVERED NOTES/COMMENTS: PLEASE CALL THE NUMBER LISTED BELOW IF THERE ARE ANY PROBLEMS WITH THIS DOCUMENT ENGINEERING DESIGN � CONSTRUCTION INC CIVIL ENGINEERS SPECIALIZING IN LAND DEVELOPMENT 1934 Tucker Court, Fort Pierce, FL 34950 ph:(772) 462-2455 fx:(772) 462-2454 St. Lucie County Board of County Commissioners Application for Serving on County Boards and Committees Thank you for applying for a position on one of St. Lucie County's many advisory boards and committees. The minimum requirements for committee membership are: • Must be a County resident • Must not be related to another committee member, County Commissioner or County employee involved with the committee of interest. • Must not be employed by the same business entity as other committee members. • Must not serve on more than 2 County committees (Does not apply to Ad Hoc Committees) Note: Some committees have additional requirements; please inquire when submitting this application. In addition, service on committees with planning, zoning or natural resources responsibilities may require disclosure of financial interests. Please complete the following information: 1. Please indicate the committee(s) you are interested in. See the list below. / 2. Name: �JO 76141 f c i— Phone: 77,W—. 3 3 k 7�a� 3. Home address: -2-2- 2-- ,Ad C�7e) )1UWy F131-G - 3¢ � 4. Which commission district do you live in? 5. Business/Occupation ar. e�4e� r--- ��cc�e- . T zLat 6. Business address: 7. Brief resume of education & experience: (Please attach resume) 8. Do you currently serve on.a county committee(s)? If so, please list: 9. Why do you think you ale qualified to serve on the committee(s) indicated? 10. Would you consider serving on another board other than the one(s) stated above? (Please specify) St Lucie County Advisory Boards and Committee Citizen Appointments Available Please check the committees you are interested in: tx Attainable/Affordable/Workforce Housing Task Force xt Beach Preservation Task Force tt Bicycle/Pedestrian Advisory Committee iX Board of Adjustment 33 Central Florida Foreign -Trade Zone, Inc. Children's Services Council tx Citizen's Budget Development Committee tx Code Enforcement Board 13 Community Development Block Grant Citizen's Advisory Task Force (CDBG) tx Comprehensive Economic Development Strategy (CEDS) 33 Contractors Certification Board 33 Cultural Affairs Council XC Early Learning Coalition of St. Lucie County tt Emergency Medical Services Advisory Council 33 Environmental Advisory Committee 13 Environmental Hearing Board tx Fort Pierce Harbor Advisory Committee 13 Historic Preservation Committee t3 Historical Commission xt Housing Finance Authority 33 Investment Committee Library Advisory Board tt Planning & Zoning Commission/Local Planning Agency Recreation Advisory Board 33 Restudy Coordination Committee tx Smart Growth Advisory Ad Hoc Committee ti Sustainability Ad Hoc Committee 33 Tourist Development Council 33 Transfer of Development Rights (TDR) Advisory Ad Hoc Committee Treasure Coast Education & Research Development Authority tx Treasure Coast Health Council, Inc. 5 (tt� Vd APPLICATION WILL REMAIN EFFECTIVE FOR ONE YEAR Submit to: St. Lucie County Administrator's Office, Missy Stiadle 2300 Virginia Avenue, Fort Pierce, FL 34982 Phone: (772) 462-1156 fit �, Board Members Excellence in Education Dr. John Carvelli, Chairman Carol A. Hilson, Vice Chairman The School Board of St. Lucie County Kathryn Hensley Troy Ingersoll 4204 Okeechobee Road Dr. Judi Miller St. Laoie County Public Schools Fort Pierce, Florida 34947-7299• (772) 429-7500 Superintendent Michael J. Lannon May 7, 1007 To Whom It May Concern, Joyce Tunick has served as a mentor at Dan McCarty Middle School in St. Lucie County for the past four months. During that time, Joyce has completed more than 60 hours of in -school mentoring for new teachers in the school. As a mentor, Joyce has provided direct classroom support for her teachers, giving them advice and pointers on how to make their classrooms more successful. Joyce's Exceptional Student Education expertise has been a particular help in the school's ESE department. The teachers Joyce has helped have been overwhelmingly positive about her assistance. In fact, the program originally was set to run only for a month. But, because of its success and the mentors' hard work, we extended the program until the end of the year. Joyce has been invited back to the school in the fall to continue her mentor duties. Joyce has not only provided classroom support, she provided personal support and encouragement to her teachers that has helped them survive in their classrooms. She has taken a real interest in the teachers' success in their classrooms. Please feel free to contact me should you need further information. Kath een K. Huie, EdD Director of Teacher Development S* Lucie County Schools ;_r.�o_ Eqn: REEDITED SYSTEM -WIDE BY THE SOU µL St. Lucie Count; 1CIATION OF COLLEGES AND SCHOOLS rtunity Agency Subj: Coordinator of a Special Program Date: 6/27/2007 9:15:58 A.M. Eastern Daylight Time From: HuieK@su1ude,k12.f!.us To: 5tJ3i. r�C ( eliG LU;o Y1, beilsouT.1" w ^ 1^" CC: 5ue�arre�+v��stl�„iclA.l�12 l F ... :i Greetings everyonei In the fall, there will be a group of Indian teachers working in St. Lucie County througtl a special program at FAU. This program, run by Dr. Ramasami, is looking for someone who might coordinate the program here in St. Lucie. Below is the description and contact information for this position. I encourage anv you who are interested to give this a try! Or, if you know of anyone who might be just right for this position, please pass this information on! Kathy Coordinator — MERIT' India Teacher Project Florida Atlantic University, College of Education is seeking a coordinator for an innovative teacher education program with international teachers. It is a twelve month assignment primarily ir< St. Lu County Public Schools. Qualified candidate must: Possess bachelors/master's degree with two years secondary teaching experience. Assist in relocating and acclimating international teachers with American culture. (Experience hosting international students and scholars preferred.) Be highly organized and work independently with diverse population. Have-Nmrk experience with faculty, students, administrators, and the genera[ public. Travel locally and substitute teach as needed. 1, ul auunnona.i information contact: Vicky Ramirez (561) 297-0533 Send letter of interest with resume via email or fax to: vramire l a.fa_edu (561) 297-3613 Dr. Kathleen K Huie uirector of the Department of Teacher Development St. Lucie School Board 4204 Okeechobee Road Fort Pierce, FL 34947 772-429-75o3 Wednesday, June 27, 2007 America Online• RtnrT„+. "--- JOyC@ S'. %u ief 222 NW Chorale Way, Port St Lucie, FL 34986 772. 336.7766 email:jayrejoyce@aol.com EDUCATION: 18 Credits Beyond MS MS/Special Education / Hofstra University 1980 BS/Education / New York University CERTIFICATION: N.Y.S.Common Branch Subjects (k-6) — Lifetime/N.Y.S. Teacher of Mentally Retarded - Lifetime N.Y.S.Teacher of Emotionally Handicapped - Lifetime N.Y.S.Teacher of Special Education - Lifetime New York City License: K-6 Substitute/ K-6 Teacher of Emotionally Handicapped Florida — Professional Educator's Certificate - Exceptional Student Education (Grades K-12) 7/l/02-6/30/07 Prior FL El. Ed. Certification WORK EXPERIENCE: STAR TUTORING 1980-present Joyce S. Tunick, Director of STAR TUTORING, offers a unique Tutoring Service designed to provide Success Through Alternative Resources. Its major focus is creating innovative behavioral techniques and activities that effectively increase academic performance. Her students are empowered to become the best they can be! HOMEBOUND/ Saint Lucie School District 2006-2007 MENTORING/ Saint Lucie School District 3/07- 6107 Special Education Resource Room teacher for youngsters, ages 6-121977 to 1987 P.S. 197 QUEENS, Far Rockaway, New York Provide intensive individualized instruction in learning skills/strategies that encourage independent functioning in the primary and elementary educational program. Provide ongoing individualized instruction to assist the student in applying skills and strategies to the content/subject areas. Provide individualized instruction in specific social skill areas that impact on the specific academic deficit. Provide consultation and assistance to other educational staff on specific strategies, adaptations, modifications of learning activities that enable the student to achieve the goals on the IEP. Provide new special education teachers with strategies for classroom management. Train them in methology, developing IEP's, creating student portfolios, informal assessments, and communication. Provide ongoing communication and interaction between resource room staff and other educational staff to coordinate the instructional programs of students. Provide ongoing communication and interaction with parents to support student achievement and development beyond the school setting. Provide systematic, ongoing evaluation of student's educational progress. PROGRAM - SPECIAL RESOURCE CLASS: 1985 to 1987 (P.S.197 Queens) SERVICE CATAGORY: Specific Learning Disabilities requiring specialized instructional environment (Social and emotional needs) DESCRIPTION: To provide instructional management systems which actively engage students in a set of learning tasks appropriate to their total educational development. The instructional delivery emphasizes initial instruction given to acquire age/grade level skills/strategies, direct teaching and reinforcement for mastery of these ac- quired skills/strategies in a variety of learning arrangements/styles and teaching directed toward enriching students' skill performance. Instruction is implemented through a variety of management techniques that range from teacher initiated and directed to student self-initiated/directed behaviors, (e.g.) providing various group alternatives systems of reinforcement, enhancing awareness of self and others). Other skills and techniques: (1) Social Skills - development of techniques to meet individual needs of students including self-awareness and relationships with adults and peers; (2) Ongoing communication and interaction between educational staff and parents/guardian; (6) Systematic, ongoing evaluation of students' Individual Educational Program (IEP) ENTRY CRITERIA: A student may be placed into this special class on the criteria specified as follows: Academic Development The student may or may not demonstrate significant academic difficulties/deficits in one or more of the following: (a) Reading skills (b) Arithmetic skills (c) Communication skills (written and/or oral) (d) Students who do not demonstrate significant academic difficulties must have emotional and social difficulties that prevent appropriate learning performance. Social Development The student's social development (i.e., interactions with others, behavior control emotional responsiveness) significantly interferes with the acquisition of learning. The student demonstrates significant difficulties in the acquisition and generalization of social skill development in: (1) Managing self-control; (2) Interacting appropriately with others and the environment; (3) Understanding social/emotional situation. GOALS: Instruction is aimed at the following minimum goals: (1) Students will acquire, maintain and apply knowledge and skills that will result in successful promotion to the next grade level or satisfactory completion of curriculum requirements. 2 (2) Students will increase their ability to function in larger groupings for instruction. (3) Students will increase their ability to participate successfully with peers in academic and non-academic activities. (4) Students will increase and maintain their social skills without the inten- sive, assistance of the special education teacher. (5) Students will move to a less restrictive environment. Teacher of classes for Emotionally Handicapped, ages 8-12 P.S.197 QUEENS, Far Rockaway, New York 1975-1977 Implemented programs to educate youngsters with learning and behavioral problems, Engineered the learning environment to emit desired responses. Presented content in terms of task analysis and learning hierarchies. Developed and implement IEPS. Administered formal and informal assessments Evaluated and implemented appropriate instructional programs and behavior modification techniques. Created progressive program in values clarification and career education. Academic Therapist Autistic/ EMR/EH Academic therapist for emotionally handicapped youngsters, ages 12-17 1973-1975 FIEDEL COUNTRY DAY SCHOOL, Glen Cove, New York SAMUEL FIELD YMHA, Little Neck, New York Had a central role in screening and identification of extent of disabilities, as well as developing individual IEPs. Emphasized basic competency in reading, math, and other daily living skills. instituted a learning strategies model of instruction enabling students to adjust and cope with their environment, demands in job market, family and personal adjustments. Developed methods to assist students to communicate thoughts and feelings, as well as comprehending such communication from others. Teacher, transitional classes, EH ages 12-17 1971-1973 NEW YORK CITY BOARD OF EDUCATION, ASHFORD GROUP RESIDENCE FOR GIRLS Brooklyn, New York Taught Common Branch subjects to emotionally handicapped youngsters remanded by the courts as PINS (Persons in Need of Supervision), referred by the N.Y.S. Department of Mental Hygiene and/or by the Committee of the Handicapped. Responsible for the testing, individual evaluation and designation of objectives in reading and mathematics for each student. Developed techniques for recording and evaluating individual behavior. Training for inter -response control. Implementation of special incentive systems. Created self- awareness activities and program for development of social skills. Responsible for the implementation of a career awareness program. Teacher of trainable retarded youngsters, ages 13-17 1970-1971 MAIMONIDES SCHOOL, Far Rockaway, New York Master teacher responsible for implementation of academic and pre -vocational programs. Identified behaviors. Developed techniques to control disruptive behavior and criteria for the application of punishment. Implemented activities involving multi sensory experiences and social interaction. Created and implemented program to develop motor skills and areas of communication through language skills. Provided informal counseling. K. MOSQUITO CONTROL DISTRICT www.co.st-lucie.fl.us Chris Dzadovsky, Chairman District No. 1 Chris Craft, Vice Chairman District No. 5 Doug Coward District No. 2 Charles Grande District No. 4 Paula A. Lewis District No. 3 .. , " UU I. MINUTES Approve the minutes from the December 13, 2008 meeting. Approve the minutes from the January 20, 2009 meeting. II. GENERAL PUBLIC COMMENT III. CONSENT AGENDA A. WARRANTS Approve warrant list No. 16 and 17. NOTICE: All Proceedings before this Board are electronically recorded. Any person who decides to appeal any action taken by the Board at these meetings will need a record of the proceedings and for such purpose may need to ensure that a verbatim record of the proceedings is made. Upon the request of any party to the proceedings, individuals testifying during a hearing will be sworn in. Any party to the proceedings will be granted the opportunity to cross-examine any individual testifying during a hearing upon request. Anyone with a disability requiring accommodation to attend this meeting should contact the St. Lucie County Community Services Director at (772) 462-1777 or TDD (772) 462-1428 at least forty-eight (48) hours prior to the meeting. MOSQUITO CONTROL DISTRICT ST. LUCIE COUNTY, FLORIDA REGULAR MEETING Date: January 13, 2009 Convened: 9:34 a.m. Adjourned: 9:35 a.m. Commissioners Present: Chairman, Chris Dzadovsky, Chris Craft, Paula A. Lewis, Doug Coward, Charles Grande Others Present: Faye Outlaw, County Admininstrator, Lee Ann Lowery, Asst. County Administrator, Dan McIntyre, County Attorney, Jim David, Mosquito Control Director, Millie Delgado -Feliciano, Deputy Clerk 1. MINUTES It was moved by Com. Lewis, seconded by Com. Grande, to approve the minutes of the meeting held December 9, 2008 and; upon roll call, motion carried unanimously. II. GENERAL PUBLIC COMMENT Mr. Craig Mundt, North Hutchinson Island resident addressed the Board and commended the Mosquito Control Director with regard to a meeting held with the North Beach Association where he gave very detailed information regarding mosquito control and impoundments. III. CONSENT AGENDA It was moved by Com. Coward, seconded by Com. Craft to approve the Consent Agenda, and; upon roll call, motion carried unanimously. A. WARRANTS The Board approved Warrant List No. 11,12,13 and 15. There being no further business to be brougth before the Board, the meeting was adjourned. Chairman Clerk of the Circuit Court 01/19/09 ST. LUCIE COUNTY - BOARD FZABWARR WARRANT LIST #16- 10-JAN-2009 TO 16-JAN-2009 FUND SUMMARY- MOSQUITO FUND TITLE EXPENSES 145 Mosquito Fund 69,929.40 GRAND TOTAL: 69,929.40 PAGE PAYROLL 0.00 0.00 EROSION DISTRICT www.co.st-lucie.fl.us itlfitwfi, y......_. 11 Chris Craft, Chairman District No. 5 Charles Grande, Vice Chairman District No. 4 Doug Coward District No. 2 Chris Dzadovsky District No. 1 Paula A. Lewis District No. 3 I. MINUTES Approve meeting minutes from the January 13, 2009 meeting. II. GENERAL PUBLIC COMMENT III. CONSENT AGENDA A. WARRANTS Approve warrant list No. 16 and 17. B. PUBLIC WORKS Artificial Reef Grant Program: Approval to submit an artificial reef construction grant application to the National Marine Fisheries Service's Proactive Species Conservation Program — Consider staff recommendation to approve permission to submit a grant application to the Proactive Species Conservation Program. NOTICE: All Proceedings before this Board are electronically recorded. Any person who decides to appeal any action taken by the Board at these meetings will need a record of the proceedings and for such purpose may need to ensure that a verbatim record of the proceedings is made. Upon the request of any party to the proceedings, individuals testifying during a hearing will be sworn in. Any party to the proceedings will be granted the opportunity to cross-examine any individual testifying during a hearing upon request. Anyone with a disability requiring accommodation to attend this meeting should contact the St. Lucie County Community Services Director at (772) 462-1777 or TDD (772) 462-1428 at least forty-eight (48) hours prior to the meeting. EROSION CONTROL DISTRICT ST. LUCIE COUNTY, FLORIDA REGULAR MEETING Date: January 13, 2009 Convened: 9:35 a.m. Adjourned: 9:35 a.m. Commissioners Present: Chairman, Chris Craft, Doug Coward, Paula A. Lewis, Chris Dzadovsky, Charles Grande Others Present: Faye Outlaw, County Administrator, Lee Ann Lowery, Asst. County Administrator, Dan McIntyre, County Attorney, Don West, Public Works Director, Jim David, Mosquito Control Director, Millie Delgado -Feliciano, Deputy Clerk 1. MINUTES It was moved by Com. Grande, seconded by Com. Coward, to approve the minutes of the meeting held January 6, 2009, and; upon roll call, motion carried unanimously. 2. GENERAL PUBLIC COMMENTS None 3. CONSENT AGENDA It was moved by Com. Coward, seconded by Com. Grande, to approve the Consent Agenda, and; upon roll call, motion carried unanimously. The Board approve Warrant List No. 15. There being no further business to be brought before the Board, the meeting was adjourned. Chairman Clerk of the Circuit Court EROSION DISTRICT ST. LUCIE COUNTY, FLORIDA REGULAR MEETING Date: January 20, 2009 Convened: 6:55 p.m. Adjourned: 6:56 p.m. Commissioners Present: Vice Chairman, Charles Grande, Paula A. Lewis, Doug Coward, Chris Dzadovsky, Chris Craft, absent Others Present: Faye Outlaw, County Administrator, Lee Ann Lowery, Asst. County Administrator, Heather Young, Asst. County Attorney, Don West, Public Works Director, Millie Delgado -Feliciano, Deputy Clerk I. GENERAL PUBLIC COMMENT II. CONSENT AGENDA It was moved by Com. Coward, seconded by Com. Lewis, to approve the Consent Agenda, and; upon roll call, motion carried unanimously. A. PUBLIC WORKS Amendment No. 2 to Project Agreement 07SL2 with FDEP which includes additional state funds for design and permitting tasks associated with the Southern St. Lucie County Beach Restoration Project — The Board approved 1) Amendment No. 2 to Project Agreement No. 07SL2 with FDEP, 2) Budget Resolution No. 09- 002, 3) Amendment No. 2 to Work Authorization No. 06 (Contract #04-11-642) with Coastal Technology Corporation, increasing the contract amount by $494,812 and 3) signature of said documents by the Chairman. 2. Amendment No. 1 to Project Agreement 07SL3 for a FDEP matching grant to evaluate the performance of a potential sediment basin for sand by-passing purpose at the Ft. Pierce Inlet — The Board approved 1) Amendment No. 1 to Project Agreement No. 07SL3 with FDEP, 2) Budget Resolution No. 09- 003, 3) Amendment No. 1 to Work Authorization no. 13 (Contract #04-11-622) with Taylor Engineering, Inc., increasing the contract amount by $452,900 and 3) signature of said documents by the Chairman. There being no further business to be brought before the Board, the meeting was adjourned. Chariman rlark of tha ri nit r'nnrh O1/19/09 ST. LUCIE COUNTY - BOARD FZABWARR WARRANT LIST #16- 10-JAN-2009 TO 16-JAN-2009 FUND SUMMARY- EROSION FUND TITLE EXPENSES 184 Erosion Control Operating Fund 1,530.34 GRAND TOTAL: 1,530.34 PAGE PAYROLL 0.00 0.00