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12/17/2009 - City Council Agenda Location: Council Chambers - City Hall Date: 12/17/2009- 6:00 PM Welcome. We are glad to have you join us. If you wish to speak, please wait to be recognized, then state your name and address. Persons speaking before the City Council shall be limited to three (3) minutes unless otherwise noted under Public Hearings. For other than Citizens to be heard regarding items not on the Agenda, a spokesperson for a group may speak for three (3) minutes plus an additional minute for each person in the audience that waives their right to speak, up to a maximum of ten (10) minutes. Prior to the item being presented, please obtain the needed form to designate a spokesperson from the City Clerk (right-hand side of dais). Up to thirty minutes of public comment will be allowed for an agenda item. No person shall speak more than once on the same subject unless granted permission by the City Council. The City of Clearwater strongly supports and fully complies with the Americans with Disabilities Act (ADA). Please advise us at least 48 hours prior to the meeting if you require special accommodations at 727-562-4090. Assisted Listening Devices are available. Kindly refrain from using beepers, cellular telephones and other distracting devices during the meeting. 1. Call to Order 2. Invocation 3. Pledge of Allegiance 4. Presentations 4.1 Service Awards - December Employee of the Month Matt McCombs, Fleet Mechanic. Attachments 4.2 Green City Award - Presented by Anna Fusari, Florida Green Building Coalition (FGBC). Attachments 5. Approval of Minutes 5.1 Approve the minutes of the December 3, 2009 City Council Meeting as submitted in written summation by the City Clerk. B Attnchmentc 6. Citizens to be Heard re Items Not on the Agenda Public Hearings - Not before 6:00 PM 7. Administrative Public Hearings - Presentation of issues by City staff - Statement of case by applicant or representative (5 min.) - Council questions - Comments in support or opposition (3 min. per speaker or 10 min maximum as spokesperson for others that have waived their time) - Council questions - Final rebuttal by applicant or representative (5 min.) - Council disposition 7.1 Approve the City of Clearwater FY 2008-2009 Consolidated Annual Performance and Evaluation Report (CAPER). AttnchmPntc 7.2 Determine that continued City ownership of a vacant residential lot legally described as New Country Club Addition, Block C, South 50 feet lying west of the Section centerline, no longer serves a valid public purpose; declare as surplus for the purpose of selling, and authorize advertising for bid in the minimum amount of $10,000 net, less costs of recording corrective instruments, if any, pursuant to Invitation For Bid 04-10. Attachments 7.3 Approve the Annexation, Initial Land Use Plan Designation of Residential Suburban (RS) and Initial Zoning Atlas Designation of Low Density Residential (LDR) District for 3001, 3002, 3008, 3013, 3016, 3021, 3024, 3029, 3032, 3037, 3040, 3045, 3056, 3057, 3069, 3081, and 3093 Crest Drive (The Crest Subdivision in Section 33, Township 28 South, Range 16 East); and pass Ordinances 8124-10, 8125-10 and 8126-10 on first reading. (ATA2009-04002) Attachments 7.4 Approve an amendment to the previously approved development order for the Park Place Development of Regional Impact (DRI) through the Notification of Proposed Change (NOPC) process to allow retail floor area for Parcel 7 to be converted into office floor area; establish additional retail floor area for Parcels 7 and 9; and recognize the extension of the build-out and termination dates of the DRI until December 31, 2011, and Pass Ordinance 8128-10 on first reading. Attachments 7.5 Approve a Development Agreement between William M. Shephard, Trustee (the property owner) and the City of Clearwater, providing for the allocation of 68 units from the Hotel Density Reserve established in Beach by Design and adopt Resolution 09-03. Attachments 7.6 Approve a Development Agreement between Agostino Digiovanni, Francesco Carriera and John Conti, as Co-Trustees of the Tropicana Resort Land Trust (the property owners) and the City of Clearwater, providing for the allocation of 95 units from the Hotel Density Reserve established in Beach by Design and adopt Resolution 09-38. Attachments 7.7 Approve a Development Agreement between Agostino Digiovanni, Francesco Carriera and John Conti, as Co-Trustees of the Tropicana Resort Land Trust and Flamingo Bay Condominium Developers, LLC (the property owners) and the City of Clearwater, providing for the allocation of 79 units from the Hotel Density Reserve established in Beach by Design and adopt Resolution 09-39. Attachments 8. Second Readings - Public Hearing 8.1 Adopt Ordinance 8117-09 on second reading, repealing Section 30.053, Code of Ordinances, relating to nonconsensual tows of vehicles from private property. Attachmentc 8.2 Adopt Ordinance No. 8130-09 on second reading, submitting to the city electors a proposed amendment to the City Charter amending Section 2.01(c)(3), to eliminate the mandatory rotation of independent auditors and require a competitive Request for Proposals process every five years. Attnchmentc City Manager Reports 9. Consent Agenda 9.1 Award a contract for actuarial services for the City's OPEB (Other Post Employment Benefits) liability for the five year period ending December 31, 2014, to Gabriel, Roeder, Smith and Company, authorize a not to exceed amount for the City over the 5 year period of $60,000 and authorize thea appropriate officials to execute same. (consent) Attachments 9.2 Award a contract to Bollenback Builders, Inc. of Oldsmar, Fl., Bid 09-0011-PR (A) for the sum of $705,282.00 (which included base bid, Alternates 1 through 10 and 10% contingency), for the renovation of the Long Center to accommodate the Aging Well Center and authorize the appropriate officials to execute same. (consent) Attachments 9.3 Approve a blanket purchase order to Earth Designs, Clearwater, Florida, in the amount of $281,722.00 for landscape maintenance throughout the City during the contract period January 1, 2010 through December 31, 2010 and the appropriate officials be authorized to execute same. (consent) B Attachments 9.4 Approve the transfer of $25,000 from CIP 315-94510, Air Conditioning Replacements and $30,000 from CIP 315-93205 Brighthouse Networks Field to CIP 315-93203 Carpenter Field Infrastructure Repairs and Improvements to assist with the remodeling of the player restrooms and shower facilities and spectator areas at Carpenter Field.(consent) Attachments 9.5 Award a contract to Kilgore Construction in the amount of $293,503.93 for the 2009 Sidewalk Project (09-0039-EN), which is the lowest responsible bid received in accordance with the plans and specifications, for the installation of new sidewalks and for the removal and replacement of sidewalks at various locations in the City of Clearwater, and authorize the appropriate officials to execute same. (consent) Attachments 9.6 Approve and convey to Florida Gas Transmission Company, a Delaware limited liability company, a non- exclusive Perpetual Gas Pipeline Easement containing 132 square feet, more or less, to encumber Pinellas County Parcel 20-29-16-000000-230-0400, together with a non-exclusive 2324 square foot, more or less, Perpetual Gas Pipeline Easement and a 3819 square foot, more or less, 24-month Temporary Work Space Easement to encumber Pinellas County Parcel 20-39-26-000000-320-0100, in consideration of receipt of $72,988.75 and Grantee's faithful compliance with the terms and conditions established therein, and authorize the appropriate officials to execute same. (consent) Attachments 9.7 Approve the URS Corporation supplemental work order in the amount of $263,134 for additional engineering design and support services during construction of the Clearwater Glen Oaks/Palmetto Reclaimed Water Distribution Project (08-0043-UT); and authorize the appropriate officials to execute same. (consent) Attachments 9.8 Award a contract to TLC Diversified, Inc. of Palmetto, Florida for the construction of the Marshall Street and East Advanced Pollution Control Facilities (APCF) Chlorine Gas and Sulfur Dioxide Gas Conversion Project in the amount of $1,153,559.00, which is the lowest responsible bid in accordance with plans and specifications; and approve a work order for $193,700.00 to Jones Edmunds and Associates, Inc., of Tampa, Florida, for project related post-design engineering services, and authorize the appropriate officials to execute same. (consent) Attachments 9.9 Award a contract to Brandes Design-Build Inc. Clearwater, Florida for the construction of the Marshall Street APCF Generator Upgrade Phase 2 Project in the amount of $1,104,220.82, which is the lowest responsible bid in accordance with plans and specifications; and approve a work order for $89,490.00 to McKim and Creed (EOR) of Clearwater, Florida, for project related post-design engineering services, and authorize the appropriate officials to execute same.(consent) B Attnchmentc 9.10 Approve the contract purchase of ProjectDox software, an electronic plan submittal and review system from the Avolve Software Corporation in the amount of $112,000 with monies provided by the Department of Energy Efficiency and Conservation Block Grant and authorize the appropriate officials to execute same. (consent) Attachments 9.11 Approve a settlement of the case of John Shields v. City of Clearwater, Case 09-4038-CI-11, in the amount of $70,000.00 and authorize the appropriate officials to execute same. (consent) Attachments 9.12 Approve an agreement between the City and LOM to allow LOM to build a Break Wall on city property in advance of a formal Development Agreement, setting out terms and conditions, authorize an easement for such purpose and authorize the appropriate officials to execute same. (consent) Aanchmems 10. Other Items on City Manager Reports 10.1 Approve Parks and Recreation Board recommendation to name the gymnasium at Countryside Recreation Center, John Wiser Gymnasium. Attachments 10.2 Approve the Agreement between the City of Clearwater and CIGNA HealthCare for medical insurance and adopt Resolution 09-54 authorizing execution of the Corporate Resolution for Banking and authorizing the appropriate City officials to establish a demand deposit banking account in accordance with the Minimum Premium Administrative Agreement for the contract period of January 1, 2010, to December 31, 2010, at a total cost not to exceed $16,000,000. Attachments 10.3 Approve petitioning the State to authorize the installation of three shallow-draft jetty light buoys adjacent to the Clearwater Pass Jetty at a cost of approximately $6,000, funded from the General Fund reserves and adopt Resolution 09-47. Attachments 10.4 Appoint a Complete Count Committee to assist in the 2010 Census and Pass Resolution 09-51. Attachments 10.5 Approve a donation to the Clearwater Homeless Intervention Project, Inc. (CHIP) for funding of its 2009- 2010 operation in the amount of $370,000. Attachments 10.6 Rescind the October 22, 2009, award of construction contract for Bayfront Upland Improvements to BRW Contracting, Inc. and award Construction contract for the Bayfront Upland Improvements Project (07- 0045-MA) to Caladesi Construction, in the amount of $515,314.57 and authorize appropriate officials to execute same. Attachments 10.7 Approve a City Contract For Sale of Real Property with Silver Dollar Shooters Resort, L.L.C., a Delaware limited liability company, to sell 18.18 acres, more or less, and subject to closing said transaction, grant and convey a 25-foot Access Easement containing 0.545 acres, more or less, abutting a platted 15 foot right-of-way, all lying and being situate in the Southeast 1/4 of Section 19, Township 27 South, Range 17 East, Hillsborough County, Florida, for $240,000 net, less costs of recording corrective instruments, and authorize appropriate officials to execute same, together with all attachments thereto and all other instruments required to effect closing and adopt Resolution 09-55. Attachments 10.8 Approve the Utility Work by Highway Contractor Agreement with the State of Florida Department of Transportation (FDOT) in the amount of $666,000.72 for the relocation of existing potable water facilities impacted by the FDOT's SR 55 (US 19) from south of McCormick Drive to north of First Avenue Project, FPN: 256890-2-56-02 and adopt Resolution 09-52. 2 Attachments Miscellaneous Reports and Items 11. City Manager Verbal Reports 11.1 City Manager Verbal Reports Attachments 12. Other Council Action 12.1 Other Council Action Attachments 13. Adjourn City Council Agenda Council Chambers - City Hall SUBJECT / RECOMMENDATION: Service Awards - December Employee of the Month Matt McCombs, Fleet Mechanic. SUMMARY: Meeting Date: 12/17/2009 Review Approval: 1) Clerk Cover Memo Item # 1 City Council Agenda Council Chambers - City Hall SUBJECT / RECOMMENDATION: Green City Award - Presented by Anna Fusari, Florida Green Building Coalition (FGBC). SUMMARY: Meeting Date: 12/17/2009 Review Approval: 1) Clerk Cover Memo Item # 2 City Council Agenda Council Chambers - City Hall Meeting Date: 12/17/2009 SUBJECT / RECOMMENDATION: Approve the minutes of the December 3, 2009 City Council Meeting as submitted in written summation by the City Clerk. SUMMARY: Review Approval: 1) Clerk Cover Memo Item # 3 Attachment number 1 Page 1 of 12 CITY COUNCIL MEETING MINUTES CITY OF CLEARWATER December 3, 2009 Unapproved Present: Mayor Frank Hibbard, Vice-Mayor Paul Gibson, Councilmember George N. Cretekos, Councilmember John Doran, and Councilmember Carlen Petersen. Also William B. Horne II - City Manager, Jill S. Silverboard - Assistant City present: Manager, Rod Irwin - Assistant City Manager, Richard Hull - Assistant City Attorney, Cynthia E. Goudeau - City Clerk, and Rosemarie Call - Management Analyst. To provide continuity for research, items are in agenda order although not necessarily discussed in that order. 1. Call to Order - Mayor Frank Hibbard The meeting was called to order at 6:00 p.m. at City Hall. 2. Invocation - Pastor Bob Brubaker of Christ Community Presbyterian Church 3. Pledge of Allegiance - Mayor Frank Hibbard 4. Presentations - Given 4.1 Youth for Human Rights Day Proclamation - Dustin McGahee, President of Youth for Human Rights Florida, and members Bryant Guzman and Mila VonDohmain - December 10, 2009 4.2 Appreciation for Clearwater's Veteran's Day - Bob Swick, CVA and Bob Lavender, Boys and Girls Club Suncoast. 4.3 Car Fund - Jim Gearv. Dir. Customer Service Residents were encouraged to donate to the fund, which is used to assist paying utility bills for people experiencing temporary financial difficulties. 4.4 Turkey Trot Council 2009-12-3 Item #13 Attachment number 1 Page 2 of 12 The City was thanked for its support. Councilmember Carlen Petersen moved to approve the minutes of the November 17, 2009 City Council Meeting as submitted in written summation by the City Clerk. The motion was duly seconded and carried unanimously. 6. Citizens Mary Morrow suggested the City use social networking tools to increase voter turnout for municipal elections. Public Hearings - Not before 6:00 PM 7. Second Readings - Public Hearing 7.1 Adopt Ordinance 8070-09 on second reading, making A based amendments to the Community ev lop ent Code.. Ordinance 8070-09 was presented for second reading and read by title only. Councilmember George N. Cretekos moved to pass Ordinance 8070-09 on second and final reading. The motion was duly seconded and upon roll call the vote was: "Ayes": Councilmember George N. Cretekos, Councilmember John Doran, Councilmember Carlen Petersen, Vice Mayor Paul Gibson, and Mayor Frank Hibbard. "Nays": None. 7.2 Adopt Ordinance 8116-09 on second reading, a nin the future land us plan element of the Co or h nsiv Ian of the city to chan the land use sination for certain real property whoa post ffice address is 1980 Kings Highway from Residential Medium ) to Transportation Utility Overlay and rains Feature Overlay with xistinq Residential Medium. Council 2009-12-3 Item #23 Attachment number 1 Page 3 of 12 Ordinance 8116-09 was presented for second reading and read by title only. Vice Mayor Paul Gibson moved to pass Ordinance 8116-09 on second and final reading. The motion was duly seconded and upon roll call the vote was: "Ayes": Councilmember George N. Cretekos, Councilmember John Doran, Councilmember Carlen Petersen, Vice Mayor Paul Gibson, and Mayor Frank Hibbard. "Nays": None. 7.3 Adopt Ordinance 8118-09 on second reading=,= relating to historic designation, designating property located at 401 Cleveland Street, the CI a at r v nin un/o y Building, as a historic property and r Community Develop nt Coe Section 4-607, providing for classification of the designation, providing for notice of the si. nation and r co. nition o the designatedrop rt by sign or marker. Ordinance 8118-09 was presented for second reading and read by title only. Councilmember Carlen Petersen moved to pass Ordinance 8118-09 on second and final reading. The motion was duly seconded and upon roll call the vote was: "Ayes": Councilmember George N. Cretekos, Councilmember John Doran, Councilmember Carlen Petersen, Vice Mayor Paul Gibson, and Mayor Frank Hibbard. "Nays": None. 7.4 Adopt Ordinance 8119-09 on second reading, relating to historic si nation, designating property locate at 405 Cleveland tr t, th Capitol/Royalty Theatre as a historicrooerty under Community Development Cod Section -6 79 providing for classification o h si. nation, providing for notice of the sination and r co nition of the designated property by sign or marker. Ordinance 8119-09 was presented for second reading and read by title only. Councilmember John Doran moved to pass Ordinance 8119-09 on second and final reading. The motion was duly seconded and upon roll call the vote was: "Ayes": Councilmember George N. Cretekos, Councilmember John Doran, Councilmember Carlen Petersen, Vice Mayor Paul Gibson, and Mayor Frank Hibbard. "Nays": None. Council 2009-12-3 Item #--B Attachment number 1 Page 4 of 12 , ann xinq c rtain r al prop rty 7.5 opt Ordinance 8121-09 on second reading whoa post office addr ss is 13 aywoo Avenue into the corporate Ii its of the citv and red fining the bounds lines of the city to include said addition. Ordinance 8121-09 was presented for second reading and read by title only. Councilmember George N. Cretekos moved to pass Ordinance 8121-09 on second and final reading. The motion was duly seconded and upon roll call the vote was: "Ayes": Councilmember George N. Cretekos, Councilmember John Doran, Councilmember Carlen Petersen, Vice Mayor Paul Gibson, and Mayor Frank Hibbard. "Nays": None. , a ndinq the future land us plan 7.6 Adept Ordinance 8122-09 on second reading element of th Co pr h nsiv Ian o the city to designate the land use for certain r al____pro rty whoa post office address is 13 aywoo Ave nu ,upon annexation into the City of Clearwater, as Residential Urban (EU Ordinance 8122-09 was presented for second reading and read by title only. Vice Mayor Paul Gibson moved to pass Ordinance 8122-09 on second and final reading. The motion was duly seconded and upon roll call the vote was: "Ayes": Councilmember George N. Cretekos, Councilmember John Doran, Councilmember Carlen Petersen, Vice Mayor Paul Gibson, and Mayor Frank Hibbard. "Nays": None. 7.7 Adopt Ordinance 8123-09 on second r adinq, a ndinq the oninq Atlas of the city y zoning certain real property whoa post office address is 13 a wood Av nu__, upon annexation into the City of Clearwater , as Low Medium Densit aid ntial ? Ordinance 8123-09 was presented for second reading and read by title only. Councilmember Carlen Petersen moved to pass Ordinance 8070-09 on second and final reading. The motion was duly seconded and upon roll call the vote was: "Ayes": Councilmember George N. Cretekos, Councilmember John Doran, Councilmember Carlen Petersen, Vice Mayor Paul Gibson, and Mayor Frank Hibbard. "Nays": None. Council 2009-12-3 Item #23 Attachment number 1 Page 5 of 12 8. Consent Agenda -,11 -r-ved as submitted. 8.1 Adopt Council Policy for an Audit Committee in co fiance with Florida Statute 218.391, for selection of a Certified Public Accounting fir to p rfor the annual audit and gprove the committee membership being on Council r, on citizen and three staff members. (consent) 8.2 Approve the Joint Protect Agreement (JPA) with Pinellas County for Utility Installation by Contractor for Phase III of the Dansville Redevelopment project. consent 8.3 Approve a Legal Services Agreement with Klausner and Kaufmann, PA, to serve as counsel in matters pertaining to the City Employees' benefits plan, deferred compensation plan and money purchase plan, at a rate of $300 per hour. consent 8.4 Award a contract (purchase order) to Navistar, Inc. of Wesley Chapel, FL in the amount of $113.347.00 for the purchase of one 2010 International Durstar with Nuway Grapple Body in accordance with Sec. 2.560)(d), Code of Ordinances - other governmental bid, authorize lease purchase under the City's master lease purchase aareement and authorize the appropriate officials to execute same. consent 8.5 Appoint Michael Engelmann to the Environmental Advisory Board with the term to expire December 31, 2013. (consent) 8.6 Approve changing the January 2010 Council meeting to Thursday, January 14 at 6:00 p.m. and Work Session to Monday, January 11 at 9:00 a.m. (consent) Councilmember John Doran moved to approve the Consent Agenda as submitted and that the appropriate officials be authorized to execute same. The motion was duly seconded and carried unanimously. City Manager Reports 9. Other Items on City Manager Reports 9.1 Support the repeal o the cap on th tat and Local Housing Trust funds and the full appropriation of funin to Florida's Affordable ousin. ro ra s in Fiscal Year 2010-2011 and Adopt solution 09-50. The Florida Legislature enacted the William E. Sadowski Affordable Housing Act in 1992, creating a dedicated revenue source for state and local housing trust funds. This revenue source funded state and local housing programs and assisted local governments in meeting the housing needs of its population. The Sadowski Act created the State Housing Initiatives Partnership (SHIP) Program. Through the SHIP Program, the City of Clearwater's Economic Council 2009-12-3 Item #S Attachment number 1 Page 6 of 12 Development and Housing Department has provided funding for the following housing activities: down payment and closing costs assistance, rehabilitation of owner occupied single-family dwellings, foreclosure prevention, acquisition/renovation of affordable multi-family dwelling and home ownership counseling services. The City of Clearwater's SHIP allocation was reduced by one (1) million dollars in funding for the 2009/2010 funding cycle. This represented over one-third (1/3) of our total budget for the City's housing programs. The Florida Housing Coalition, the Florida League of Cities, and the Florida Association of Counties, along with our neighboring communities, are working together to stop the loss of SHIP and state housing trust fund monies. Resolution 09-50 supports the removal of the cap on the State local trust funds for housing programs. Councilmember John Doran moved to support the repeal of the cap on the State and Local Housing Trust funds and the full appropriation of funding to Florida's Affordable Housing Programs in Fiscal Year 2010-2011. The motion was duly seconded and carried unanimously. Resolution 09-50 was presented and read by title only. Councilmember George N. Cretekos moved to adopt Resolution 09-50. The motion was duly seconded and upon roll call the vote was: "Ayes": Councilmember George N. Cretekos, Councilmember John Doran, Councilmember Carlen Petersen, Vice Mayor Paul Gibson, and Mayor Frank Hibbard. "Nays": None. 9.2 pprov submitting an a n nt to City Charter Section 2.01 (c)(3) to li inat mandatory au itor rotation to City voters and pass Ordinance 8130-09 on first r a iM. The City Charter currently requires mandatory rotation of the audit firm employed for the annual audit every five years at a minimum. Mandatory auditor rotation creates additional audit costs and audit inefficiencies with uncertain potential benefits. A recent decrease in audit firms fully qualified to perform public-sector audits and the resulting lack of competition has made mandatory auditor rotation more costly and potentially counterproductive. Council 2009-12-3 Item #ES Attachment number 1 Page 7 of 12 Other safeguards currently exist to address the independence and objectivity of independent auditors, including recently enacted Florida Statutes Section 218.391 requiring selection of external auditors via a competitive request for proposals process managed by an audit committee appointed by the governing body. Councilmember Carlen Petersen moved to amend Ordinance 8130-09 to reflect the following change in the ballot question: Shall Section 2.01(c)3 of the City Charter be amended as provided in Ordinance 8130-09 to require a Request for Proposals process every five years to select an independent auditor rather than a mandatory rotation of independent auditors every five years? The motion was duly seconded and carried unanimously. Ordinance 8130-09 was presented for first reading as amended and read by title only. Councilmember George N. Cretekos moved to pass Ordinance 8130-09 as amended on first reading. The motion was duly seconded and upon roll call the vote was: "Ayes": Councilmember George N. Cretekos, Councilmember John Doran, Councilmember Carlen Petersen, Vice Mayor Paul Gibson, and Mayor Frank Hibbard. "Nays": None. 9.3 Accept sub erge land lease 520344583 with the Florida part nt of Environmental rot ction Bureau o Public Lands for use of state owned land under ten boat slips at the Downtown oat lips and adopt solution 09-49. The Board of Trustees of the Internal Improvement Trust Fund (TIIF) of the State of Florida Department of Environmental Protection, Bureau of Public Lands requires the City of Clearwater to accept a lease instrument for use of a parcel of sovereign submerged land in Section 16, Township 29 South, Range 15 East, in Clearwater Harbor, Pinellas County, containing 39,801 square feet, more or less. Accepting this lease for submerged lands authorizes the City of Clearwater to use State owned bottomland for ten slips at the Downtown Boat Slips. The term of the lease will extend through July 26, 2019. In response to a question, Marine and Aviation Director Bill Morris he did not believe the State will require payment in the future for the bottom land. Councilmember George N. Cretekos moved to accept the submerged land lease 520344583 with the Florida Department of Environmental Protection, Bureau of Public Lands for use of state owned land under ten boat slips at the Downtown Boat Slips. The motion was duly seconded and carried unanimously. Council 2009-12-3 Item #'73 Attachment number 1 Page 8 of 12 Resolution 09-49 was presented and read by title only. Vice Mayor Paul Gibson moved to adopt Resolution 09-49. The motion was duly seconded and upon roll call the vote was: "Ayes": Councilmember George N. Cretekos, Councilmember John Doran, Councilmember Carlen Petersen, Vice Mayor Paul Gibson, and Mayor Frank Hibbard. "Nays": None. 9.4 Provide direction and uidanc to staff regarding possible implement tion of a on way pair on south beach comprised o Coronado rive and Hamden Drive. A FDOT style public meeting was held on November 4, 2009 from 4 PM to 7 PM at the Clearwater Beach Recreation Center. Sixty-eight residents registered at the door and 32 comments have been returned to the city. There were 7 in favor, 9 may or may not support, and 16 absolutely opposed. The comments are provided with the agenda item. The one-way plan as presented at the meeting was developed to organize and improve traffic flow, long-term, on the beach, taking into account future development and safety for pedestrians as well as motorists. Maintenance of the one-way system would be by the Traffic Operations Division of the Engineering Department. Traffic Operations Manager Paul Bertels said there have been no accidents near the Hyatt or Patel lot. It was suggested that Council delay decision on the one-way pair until after Spring Break to confirm need. Eighteen individuals spoke in opposition and 2 individuals suggested further study was needed. The Council recessed from 8:01 p.m. to 8:10 p.m. Discussion ensued with concerns expressed regarding pedestrian safety, improvements needed to Hamden, and traffic exiting on Coronado. Council 2009-12-3 Item #ffi Attachment number 1 Page 9 of 12 Staff was directed to re-surface Hamden Drive, delay decision of one-way pair on beach until after Spring Break and in the meantime take steps to prohibit left turns out of the Hyatt garage and Patel lot onto Coronado Drive. 9.5 Aprov the 2010 tat e islativ Packaqe. The 2010 State Legislative Package includes supporting: continued funding for programs that benefit municipalities statewide such as Florida Recreation Development Assistance Program (FRDAP) and Brownfields Cleanup; full funding of the housing trust funds under the Sadowski Act and State Aid to Libraries. Also included in the 2010 package is a local bill that removes the reverter clause from the beach Marina property in order to facilitate future redevelopment of that site in accordance with current state policies. The City, along with the Florida League of Cities, continues to oppose unfunded mandates and intrusions to municipal home rule authority. Staff was directed to add supporting permanent funding source for TBARTA. In response to a question, Fire Chief Jamie Geer said the State of Florida already requires a boater safety course for personal watercraft owners. State regulations do not address watercraft rentals. Councilmember Carlen Petersen moved to add supporting a permanent funding source for TBARTA and to approve the 2010 State Legislative Package. The motion was duly seconded and carried unanimously. Miscellaneous Reports and Items 10. City Attorney Reports Council 2009-12-3 Item #% Attachment number 1 Page 10 of 12 Staff pulled item. 10.2 _ Repeal Se 30.053, Cod of Ordinances, relating to noncons nsual towinq of v hicl s fro __rivat ro rty and pass Ordinance 8117-09 on first reading. Section 30.053, Code of Clearwater, adopted in 1984, refers to regulations regarding nonconsensual tows of vehicles from private property. Section 715.07, Florida Statutes, already contains numerous regulations regarding nonconsensual tows of vehicles from private property. Those regulations overlap the regulations in Section 30.053. Sections 122-38 through 122-45, Pinellas County Code, also contain numerous regulations regarding nonconsensual tows of vehicles from private property and are enforceable within both the unincorporated and incorporated areas within Pinellas County. However, Section 30.053(2)(a)5.e., Code of Clearwater, contains a requirement that does not appear in Section 715.07, Florida Statutes, or Sections 122-38 through 122-45, Pinellas County Code. Section 30.053(2)(a)5.e. states "[t]he City shall require approval after inspection of these signs prior to the authorization by any city police officer of any towing or removal to ensure compliance subsection (2)(a)5." It has not been the policy of the police department, code enforcement, or traffic engineering to inspect the towing signs that private property owners place on their property. A private property owner who has a vehicle towed without having proper signage is subject to a civil cause of action by the vehicular owner, who would be able to recover damages, attorney's fees, and court costs pursuant to Section 715.07(4), Florida Statutes. Moreover, the vehicular owner can make a complaint with the Pinellas County Department of Justice and Consumer Services. Therefore, based on the redundancy of Section 30.053 and the non-enforcement of the inspection provision, Section 30.053, Code of Clearwater, should be repealed. One individual spoke in opposition. One individual expressed concern regarding the property owners not being provided information regarding signage placement requirements. It was requested the towing company be informed of the need to provide property owners the sign requirements. Council 2009-12-3 Item 4($ Attachment number 1 Page 11 of 12 Councilmember Carlen Petersen moved to repeal Section 30.053, Code of Ordinances, relating to nonconsensual towing of vehicles from private property. The motion was duly seconded and carried unanimously. Ordinance 8117-09 was presented for first reading and read by title only. Councilmember John Doran moved to pass Ordinance 8117-09 on first reading. The motion was duly seconded and upon roll call the vote was: "Ayes": Councilmember George N. Cretekos, Councilmember John Doran, Councilmember Carlen Petersen, Vice Mayor Paul Gibson and Mayor Frank Hibbard. "Nays": None. 11. City Manager Verbal Reports 11.1 City Manager Verbal Reports - None. 12. Council Discussion Items 12.1 Adopt solution 09-3 supporting the Tampa a Regional Planning Council as hosts of the 2012 National Association o Regional Councils Annual Conference. It was stated that an official site has not been determined since the application process is still underway. If TBRC is successful, Clearwater will contribute $2000 in support. Councilmember John Doran moved to support the Tampa Bay Regional Planning Council as hosts of the 2012 National Association of Regional Councils Annual Conference. The motion was duly seconded and carried unanimously. Resolution 09-53 was presented and read by title only. Councilmember George N. Cretekos moved to adopt Resolution 09-53. The motion was duly seconded and upon roll call the vote was: "Ayes": Councilmember George N. Cretekos, Councilmember John Doran, Councilmember Carlen Petersen, Vice Mayor Paul Gibson and Mayor Frank Hibbard. "Nays": None. 12.2 Clearwater ih School - Fundamental Status Council 2009-12-3 Item 413 Attachment number 1 Page 12 of 12 It was stated that Clearwater High School is seeking a letter from the city supporting its request to be a Fundamental School. Consensus was to submit a letter of support. 12.3 Rental Vacancv Rates - Council member Gibson Vice Mayor Paul Gibson has expressed concern regarding pursuing additional affordable housing as there are vacancies in current facilities. In response to questions, Economic Development and Housing Director Geri Campos Lopez said rents are regulated if the housing complex receives any federal or state funds. The Clearwater Housing Authority has a waiting list for Section 8 housing. It was noted in the current economy there are those that cannot afford the rental rates and a lot of families are "doubling-up." Vice Mayor Paul Gibson requested to meet with Housing staff to obtain information on projects in the pipeline. 13. Other Council Action 13.1 Other Council Action Councilmembers reported on events in which they recently participated and reviewed upcoming events. r The meeting was adjourned at 9:04 p.m. Mayor City of Clearwater Attest City Clerk Council 2009-12-3 Item 423 City Council Agenda Council Chambers - City Hall Meeting Date: 12/17/2009 SUBJECT / RECOMMENDATION: Approve the City of Clearwater FY 2008-2009 Consolidated Annual Performance and Evaluation Report (CAPER). SUMMARY: The Consolidated Annual Performance and Evaluation Report (CAPER) is the principal administrative report, documenting the City's expenditures for Community Development Block Grant (CDBG) and HOME Investment Partnership (HOME) programs to the U. S. Department of Housing and Urban Development (HUD). For FY 2008-2009 the City's -budget was as follows: $926,211 in CDBG; $520,737 in HOME; and $150,000 in program income for a total budget of $1,596,948. Please note that the total budget is significantly less than previous years by approximately $1,000,000. This is due to a funding reduction from the State Housing Initiatives Partnership Program (SHIP). The CAPER document serves as the basis for program monitoring for compliance and for financial audits for all activities conducted during the FY 2008-09 as outlined in the Consolidated Plan for that program year. The report provides HUD with necessary information for the Department to meet its requirement to assess each grantee's ability to carry out relevant Community Planning and Development programs in compliance with all applicable rules and regulations. It also provides information necessary for HUD's Annual Report to Congress and it provides grantees and opportunity to describe to citizens their successes in revitalizing deteriorated neighborhoods and in meeting objectives stipulated in their Consolidated Planning document. In addition to reporting on our activities with federal money, we also included a summary of activities conducted with the Florida State Housing Initiatives Partnership (SHIP) Program in the narrative section; however, these numbers are not included in the totals below. In FY 08-09, the City expended a total of $1,098,353 though the CDBG and HOME program activities. This included prior year funds as well as program income and recaptured funds. Those funds not expended from this year's budget will be reprogrammed in future year budgets. The City of Clearwater FY 2008-09 CAPER contains information on the City's assessment of the activities listed below: - Assessment of Three to Five Year Goals and Objectives - Affordable Housing - Continuum of Care - Leveraging Resources - Affirmatively Furthering Fair Housing - Citizens Comments - Self-Evaluation Through the programs covered under the CAPER over 17,304 persons were assisted through Public Services, Public Facilities, Housing Rehabilitation and New Construction, Fair Housing, and Economic Development projects. We also expeadded 8090,632 in prior year SHIP and $182,573 in prior year Pinellas County Housing Trust Funds. In total, our key accomplishments during this period include the following: Item # 4 Completed 17 rehabilitations totaling $620,711, purchase eight vacant lots and built three new homes totaling $248,500 and completed 15 down payment assistance loans totaling $205,335 Funded two (2) projects, Boley/Covert Apartments Rehabilitation (13 units) and Pinellas Hope 11 (50 Units), committing $255,699 Implemented the Florida Homebuyers Opportunity Program in support of the First Time Homebuyer Tax Credit Obligated $251,249 in CDBG-R funds to provide sidewalk infrastructure improvements to the East Gateway and increase funding to support the East Gateway Facade Improvement Program Demolished the Blue Chip Bar in North Greenwood Engaged East Gateway stakeholders in meaningful ways for Action Program implementation Developed the East Gateway District Neighborhood Revitalization Strategy (component of Clearwater's Consolidated Plan) Created the East Gateway District Facade & Building Lot Improvement Program and received four facade project applications The City's Neighborhood and Affordable Housing Advisory Board is scheduled to approve the FY 2008-09 CAPER at their meeting on December 8, 2009. The FY 2008-09 CAPER is due to HUD no later than December 30, 2009. Review 1) Office of Management and Budget 2) Legal 3) Clerk 4) Financial Services 5) Clerk 6) Assistant City Manager Approval: ED 7) Clerk 8) City Manager 9) Clerk Cover Memo Item # 4 Attachment number 1 Page 1 of 1 FY2008-2009 Consolidated Annual Performance & Evaluation Report (CAPER) Community Development Block Grant And HOME Investment Partnership Programs Budget and Expenditure Summary Prior Year plus Number Reprogrammed Remaining Person's Activity Budget Funds Expenditures Balance Assisted Demolition $ 20,000 $ 58,175 $ 20,125 $ 58,050 Relocation $ 20,000 $ 24,359 $ - $ 44,359 Acquisition $ - $ 99,800 $ - $ 99,800 CDBG Program Administration' $ 155,958 $ 11,817 $ 161,171 $ 6,604 CDBG-PD-ED $ 30,000 $ - $ 28,286 $ 1,714 CDBG-PD-Rehab $ 126,187 $ 47,413 $ 121,091 $ 52,509 CDBG-PD-Infill $ 30,000 $ - $ 30,000 $ - HOME Program Administration' $ 52,073 $ 3,001 $ 51,889 $ 3,185 Public Services $ 169,799 $ 3,581 $ 100,908 $ 72,472 4,096 Public Facilities & Improvements $ 330,699 $ 52,259 $ 167,887 $ 215,071 13,022 CDBG Program Housing (Housing Pool) $ 164,284 $ 18,907 $ 880 $ 182,311 HOME Program Housing (Housing Pool) $ 390,553 $ 8,474 $ 288,198 $ 110,829 HOME Acquisition, Transitional Housing $ - $ - $ - $ - CDBG Economic Development $ - $ - $ - Community Housing Development Org. (CHDO) $ 78,111 $ 80,753 $ 99,967 $ 58,897 Rental Housing Development-HOME $ - $ - $ - Fair Housing - CDBG $ 29,284 $ 222 $ 27,951 $ 1,555 186 TOTAL- $ 1,596,948 $ 408,761 $ 1,098,353 $ 907,356 17,304 The Program Administration Equals 20% of the Total Budget. CDBG Allows 20% of Allocation for Program Administration and 20% of Program Income. HOME Allows 10% of Allocation for Program Administration and 10% on Program Income. " The difference between "Budget" and "Expenditures" is due to carry over projects from previous years obligations that are in process but have not been completed. 12/2/2009 Item # 4 Attachment number 2 Page 1 of 35 Fourth Program Year CAPER The City of Clearwater, Florida FY 2008-09 CPMP Fourth £, Consolidated Annual Performance and Evaluation Report includes Narrative Responses to CAPER questions that CDBG, HOME, HOPWA, and ESG grantees must respond to each year in order to be compliant with the Consolidated Planning Regulations. The Executive Summary narratives are optional. The grantee must submit an updated Financial Summary Report (PR26). 1. EXECUTIVE SUMMARY The overall purpose of the community planning and development programs as stated in Section 91 of the Housing and Community Development Act, as amended, with programs funded through the Community Development Block Grant Program and the HOME Investment Partnership Program is to develop viable urban communities by providing decent housing, a suitable living environment and expanding economic opportunities principally for low to moderate-income persons. The primary means toward this end is to extend and strengthen partnerships among all levels of government and the private sector, including for profit and non-profit organizations, in the production and operation of affordable housing. The main purpose of these programs is to provide decent housing. Decent housing includes assisting homeless individuals and families, retaining the existing housing stock by rehabilitating existing housing units and increasing the availability of permanent affordable housing by building new affordable rental and owner-occupied units and providing down payment assistance. The second purpose includes increasing public services and public facilities to improve the safety and livability of neighborhoods as a suitable living environment. The third purpose is to expand economic opportunities to low to moderate-income individuals by creating or retaining jobs or creating and/or expanding businesses in low to moderate-income neighborhoods. The Consolidated Annual Performance and Evaluation Report (CAPER) is the principal administrative report to document how effective the City has been in expending CDBG and HOME funds to meet the objectives listed above. It serves as the basis for program monitoring for compliance and for financial audits. It provides HUD with necessary information for the Department to meet its requirement to assess each grantee's ability to carry out relevant Community Planning Development (CPD) programs in compliance with all applicable rules and regulations. It provides information necessary for HUD's Annual Report to the U. S. Congress and provides grantees an opportunity to describe to citizens their successes in revitalization deteriorated neighborhoods and meeting objectives stipulated in our Consolidated Plan. The City's FY 2008-09 CAPER contains information on the City's assessment of activities as they relate to the five-year goals and objectives, affirmatively furthering fair housing, affordable housing, continuum of care, leveraging resources, citizen participation, and self-evaluation. Furth Prc ram `. -ar L... ER 1 Item # 4 Attachment number 2 Page 2 of 35 2. ASSESSMENT OF THE ONE YEAR GOALS AND OBJECTIVES In August 2005, the City of Clearwater approved the FY 2005-10 Consolidated Plan for funding from the Community Development Block Grant Program (CDBG), HOME Investment Partnership Program (HOME), and State Housing Initiatives Partnership Program (SHIP). In September 2005, the City's Consolidated Plan was approved by the United States Department of Housing and Urban Development (HUD). The Five- Year Consolidated Plan includes two (2) key activities; provide decent, safe, and affordable housing and increase public services and facilities to improve the safety of the neighborhoods. The City's mission is to assist residents in achieving self-sufficiency through decent housing, a suitable living environment and expanding economic opportunities. The goals for community development include promoting community self investment in low/moderate-income areas, providing facilities/services to address critical social services needs, providing facilities/services for seniors, children and persons with special needs, and expanding economic opportunities. The goals for housing and the homeless include revitalizing older housing and demolishing unsafe structures, producing high-quality affordable housing, providing housing assistance, and providing services/housing for the homeless. The City of Clearwater implemented three (3) basic strategies for assisting in the provision of decent, safe and affordable housing. The strategies consist of: 1. Homeowner rehabilitation - which include emergency repairs and disabled retrofitting 2. Down payment and closing cost assistance for homebuyers 3. Acquisition/rehabilitation/new construction To preserve the existing housing stock, the five-year goal is to rehabilitate 100 units owned by low-income households. The City will preserve the housing stock by funding the acquisition and rehabilitation of 50 existing units for new low-income owner households over the five-year period. To encourage new homebuyers, the five-year goal is to provide direct down payment/closing cost assistance to 100 low and moderate-income homebuyers. The City has proposed to construct 20 new affordable, for sale, infill housing units to support the City's ongoing revitalization/redevelopment efforts. To encourage participation in the City's homebuyer's activities, the five-year goal is to provide credit counseling and homeownership training assistance to 100 prospective low-income homebuyers. During the FY 2008-09 funding year, the City implemented its Housing Pool. Primarily SHIP and HOME monies fund the Pool and are used for down payment and closing cost assistance, lot acquisition, rehabilitation and new construction. For larger developments, a non-profit and/or for-profit may be allocated funds in a line of credit format. This allows for the development of small infill projects, as well as the acquisition of several single existing units for rehabilitation and resale. 1 Furth Prc ram `. -ar L...-ER 2 Item # 4 Attachment number 2 Page 3 of 35 Clearwater's Economic Development and Housing Department - Housing Division oversees the activities of its subrecipient participants and administers the City's rehabilitation and emergency repair program using CDBG, HOME and SHIP funds. The Housing Pool participants submit a client case for approval for down payment and/or closing cost assistance. Once approved, the City encumbers those funds. Upon home closing, the Housing Pool participant will request reimbursement of the funds they expended and their loan processing fee(s). The loan processing fee(s) are not funded until we review the client file and have determined that all necessary documentation has been obtained to verify household income and assets and to substantiate any rehabilitation that may have been done on the home that was purchased. The City made available a total of $1,648,450 (program income and annual entitlement) for housing related activities in the Housing Pool during this reporting period. This amount is comprised of $390,553 in HOME funds, $1,093,613 in SHIP funds, and $164,284 in CDBG funds. The Housing Pool continues to be one of the most effective ways for our housing partners to access funding for income eligible clients. The City has identified five (5) general strategies to provide affordable housing over the Consolidated Plan period. They are to provide decent, adequate and affordable housing in safe and desirable environments for renters, homeowners, homebuyers, homeless and non-homeless with special needs. a. Rental Strategy The strategy for rental activities includes maintaining the existing rental housing stock through rehabilitation, new construction, conversion, and providing additional funding for acquisition/rehabilitation to very-low income households to ensure that housing costs, including utilities, does not exceed 30% of their gross monthly income. The priorities listed in the current five-year strategy calls for providing decent, adequate and affordable housing in a safe and desirable community for renters. To fulfill this strategy, the City will facilitate meetings with developers and discuss potential funding for renovations of existing rental properties and/or new construction projects. In this reporting period, the City did not expend any HOME or SHIP Program funds for Rental Housing. However, the City committed funding through the Pinellas County Housing Trust Fund in the amount of $225,699 to two (2) rental projects. The projects include Boley/Covert Apartments, a thirteen-unit rental project and Pinellas Hope II, a fifty-unit rental project. b. Homeowner Strategy The strategies for homeownership activities are listed as follows: 1. Increase homeownership within the City of Clearwater; 2. Bring housing up to standard (and modernize when possible); 3. Remove architectural barriers; Furth Prc ram `. -ar L... ER 3 Item # 4 Attachment number 2 Page 4 of 35 4. Demolish units that prove economically infeasible to rehabilitate and provide relocation benefits; 5. Ensure housing costs are in the general range of 30% of household income, and; 6. Promote energy efficiency and prevent loss of homes. The five-year goal is to renovate a minimum of 100 housing units through the Homeowner Rehabilitation Program, complete 25 emergency repairs through the Emergency Repair Program, and retrofit 25 homes to make them more accessible for physically-challenged individuals through the Disabled Retrofitting Program. Sixty-seven percent (67%) of the housing units in Clearwater are over 20 years of age. To assist homeowners who need rehabilitation, the City offers loans through the Housing Division and through the approved housing non-profits participating in the City's Housing Pool. The loans are available to owner-occupied households with incomes that are very-low to moderate, with a priority on very-low and low-income households. During FY 2008-09, the City made a total of seventeen rehabilitation loans with HOME and/or SHIP funds. Eight (8) SHIP only loans were provided to low to moderate-income families with five (5) loans being provided for families with income of less than 50% of area median income. Three (3) loans were provided to families with income between 50% and 80% of area median income. An additional combination of HOME and SHIP loans were provided to nine (9) low to moderate- income families. Of those loans, six (6) were provided to families with income less than 50% of area median income. Three (3) loans were provided to families with income between 50-80% of area median income. HOMEOWNER REHABILITATION PROGRAM Home Program 0 0 0 0 HOME/SHIP Program 6 3 0 9 SHIP Program 5 3 0 8 Tota 1 11 6 0 17 Note: HOME Program funds require a local match. SHIP Program funds do not require a local match. Homeowner rehabilitation produced $203,658.91 in expenditures from the HOME Program with an additional $59,755.39 in SHIP funds expenditures as the HOME Match. The rehabilitation program also produced $296,041.70 in direct expenditures from the unmatched SHIP Program Funds. The total expenditures from all funds were $559,456. Furth Prc ram `. -ar L... ER Item # 4 Attachment number 2 Page 5 of 35 c. Homebuyer Strategy The strategies for homebuyers include housing counseling programs that address pre-ownership issues, credit counseling, budgeting and foreclosure prevention to the very-low, low and moderate-income households. The 2009 Median Income for a family of four (4) in the Tampa/St. Petersburg/Clearwater Area is $59,200. The low- income threshold is $47,350 for households at 80% of area median income and $29,600 for households at 50% of area median income. Other strategies include: easy access to affordable homeownership opportunities by providing larger subsidies to the very-low income credit-ready households and those purchasing homes within the City's target areas. The homebuyer strategy will also provide a means to finance the cost of rehabilitation as part of acquisition, providing additional affordable housing units to very-low and low-income households, upgrade neighborhoods and encourage activities to promote safer neighborhoods. The City offers several programs that help make housing more affordable to very-low to moderate-income homebuyers. The City's Homeownership Program lends funds to purchase land, provide down payment assistance, pay impact fees, pay disposition costs, pay closing costs and build new homes for income eligible homebuyers. Funds in this program are also available to approved non-profit agencies financing their clients home ownership needs. Currently these agencies include: 1. Clearwater Neighborhood Housing Services, Inc. 2. Community Service Foundation 3. Homes for Independence 4. Habitat for Humanity 5. Largo Area Housing Development Corporation 6. Tampa Bay Community Development Corporation The funds will be leveraged against private sector financing to provide affordable housing. The five-year goal for homebuyers calls for assisting 100 homebuyers per year with down payment and closing cost assistance and providing 100 homebuyers with educational services in regards to purchasing a home. The City provided an allocation of $40,000 to Tampa Bay Community Development Corporation (TBCDC) to administer their Home Buyers Club and Homeownership Counseling Program and $25,000 to Community Services Foundation (CSF) to administer a Partnership to Homeownership Program and Homebuyer Education Program. In addition, the City provided $25,000 in funding to Clearwater Neighborhood Housing Services (CNHS) to implement a Housing Education/Counseling Program. All of the education and counseling programs were funded through the SHIP Program. The $90,000 in funding set-aside for the Home Buyer Counseling Program resulted in a total expenditure of $39,870. The total was comprised of $32,720 in expenditures from TBCDC, $4,690 from CSF, and $2,460 from CNHS. Over 286 individuals/families took part in the education/counseling services during this reporting period. A total of 182 participated in both TBCDC Programs (Homeownership Counseling and Homebuyer Education Programs), 63 participated in 1 Furth Prc ram `. -ar L...-ER Item # 4 Attachment number 2 Page 6 of 35 Community Service Foundation's Partnership to Ownership and Homebuyer Education Programs, and 41 participated through Clearwater Neighborhood Housing Services, Inc. Housing Education/Counseling Programs. Other activities supported by the city to assist homebuyers include providing funding for the acquisition of vacant land and building new single family homes, providing funding to purchase existing homes and rehabilitating them and providing down payment and closing cost assistance to purchase new and existing homes. During this reporting period, the city provided $248,500 in SHIP funds to purchase eight vacant lots. The purchase of the lots has resulted in three (3) new homes being built. This investment of $65,000 contributed to private investments of $323,901 for the three (3) lots. The homes were purchased by one (1) family with an income of less than 50% of area median income and two (2) families with incomes between 50-80% of area median income. Also in this period, a total of $99,967 in HOME funds was provided to acquire an existing single family housing unit. The housing unit will be rehabilitated and sold as an affordable housing unit to a low to moderate-income family in the next reporting period. The City's Down Payment and Closing Cost Program provided new homebuyer opportunities to 15 families. Of the 15 families assisted, one (1) family's income was below 50% of area median income, nine (9) families had incomes between 50-80% of area median and five (5) families had incomes of over 80% of area median. The average purchase price of the homes was $97,162. HOME BUYER PROGRAM Home Program 0 1 0 1 HOME/SHIP Program 0 0 0 0 SHIP Program 1 8 5 14 Tota 1 1 9 5 15 Note: HOME Program funds require a local match, unless it is a CHDO Project. SHIP Program funds do not require a local match. A total of $205,335 in SHIP funds and $62,000 in HOME funds were provided to make homeownership possible. This public investment of $267,335 resulted in $1,457,430 in private capital being placed in the city's economy. d. Homeless Strategy The Pinellas County Homeless Policy Group (HPG) was formed in the fall 2004. The mission was to develop a Countywide, 10-year plan to end homelessness. This plan was a result of an 18-month research and planning process. Included in the Furth Prc ram `. -ar L...-ER 6 Item # 4 Attachment number 2 Page 7 of 35 planning process were 40 members represented by elected officials, a school board member, a Public Defender, community and business leaders from a variety of industries, including faith-based organizations, housing authorities, healthcare, law enforcement, businesses, foundations, the homeless coalition, and formerly homeless persons from the general community. Several factors were at the forefront of our research and planning discussions. The factors included: improving the quality of life for homeless individuals and families, improving the quality of life for those at risk of becoming homeless, eliminating barriers to housing and services, finding ethical and economical solutions, developing unified and comprehensive efforts that demonstrate best practices in housing and service delivery, and being able to demonstrate returns for our forthcoming efforts. The HPG adopted the plan on January 13, 2006 and the City of Clearwater approved the plan unanimously at their March 16, 2006 Council Meeting. The HPG has transitioned into the Homeless Leadership Network (HLN). HLN monitors and oversees implementation of the plan to ensure accountability and results consistent with the plan. The make-up of the HLN is very similar to the HPG, but now executive members of the Pinellas County Coalition for the Homeless (PCCH) serve on the group. The PCCH serves as the Operations Network Group and deals with the operating and actual implementation of the 10-Year Plan, while getting direction from the HLN. In creating this plan and demonstrating our commitment to work together to develop and enact this plan, we hope this will provide motivation for others to get involved and support the effort. The City provided CDBG funding to four (4) agencies assisting the homeless in FY 2008-2009 - Clearwater Homeless Intervention Project (CHIP), Westcare of Florida - Turning Point and Religious Community Services - Food Pantry/The Haven and Homeless Emergency Project. Westcare's - Turning Point Program received $19,370 to cover administrative costs. The Turning Point is an inebriate receiving center that provides a safe haven for both walk-in clientele and those who are picked up by law enforcement and other agencies. The program provides food, temporary shelter, and counseling. After an initial assessment, clients are placed in longer term housing, assisted in finding a job and are provided other services as necessary. The facility has a capacity to handle 178 clients and two (2) staff members. The facility averages 56 beds and 10 clients on the floor. The agency assisted 169 Clearwater residents in this fiscal year. The City funded the Clearwater Homeless Intervention Program (CHIP) in the amount of $30,000 for operational support for a program that provides temporary shelter, food and clothing. The agency assisted 1,623 individuals during this reporting period. The program requires participants to seek and retain employment and receive counseling in order to stay at the shelter. Upon stabilization, clients are moved into transitional housing. The City provided $100,000 to the Homeless Emergency Project, Inc. to build an office complex facility that provides homeless services. The project is under construction and will not provide services until the next reporting period. Furth Prc ram `. -ar L... ER 7 Item # 4 Attachment number 2 Page 8 of 35 A total of $46,050 was provided to Religious Community Services - Food Pantry to renovate their facility that provides food for deserving low-income and homeless individuals and families. The agency provided services to 9,899 families during this reporting period. In addition to the food pantry, the City provided $5,925 to the agency for improvements for their Haven's Spouse Abuse Shelter. The agency assisted 178 families. Another Religious Community Services agency, Grace House, received 145 in administrative support to operate an emergency housing facility for homeless families. The agency assisted 768 families. The chart below illustrates the allocations and expenditures for FY 2008-09 and prior funds expended in this reporting year. These allocations resulted in many homeless individual/families being provided a place to live and get back on their feet and obtain other essential services. FY 08/09 Budget FY 08/09 Expended CHIP - Operational $ 30,000.00 $ 30,000.00 Westcare - Operational $ 19,370.00 $ 19,370.00 HEP - Operational $ 12,000.00 $ 0 HEP - Office Complex $ 100,000.00 $ 100,000.00 RCS - Food Pantry $ 46,050.00 $ 0 RCS - The Havens $ 5,926.91 $ 0 RCS - Grace House $ 5,058.00 $ 5,058.00 TOTAL $218,404.91 $154,428.00 Note: Homeless Emergency Project (HEP) and Religious Community Services (RCS) have expended their agency's funds and are awaiting reimbursement from the City. Agency requests for reimbursement were submitted late in the fiscal year and as such were not processed in time for fiscal year end. Catholic Charities Foundation of Tampa Bay, Inc. (Catholic Charities) prepared a Permanent Special Needs Housing Grant Application that was received by the State of Florida in May 2008. The State of Florida provided three million dollars to Catholic Charities, subject to a local government match of one million dollars for a total development cost of four million dollars. Catholic Charities requested $127,501.56 as the City of Clearwater's local match to build the single-room-occupancy housing complex for the Homeless from the Pinellas County Housing Trust Fund (HTF). The agency requested the funds as a local grant. The funds will be used to construct a 50-unit, 80-bed efficiency apartment complex on the net acre tract of land owned by the Diocese of St. Petersburg, located directly to the south of the Pinellas Hope facility located around 49th St. and 5500 block of 126th Ave. The facility serves persons who are homeless or have special needs. The facility is currently under construction. Pinellas County has disbursed funding over the past two (2) years to a Housing Trust Fund that allocated funding based upon the share of population. The City received allocations of $944,456 in FY06 and $472,228 in FY07. The Housing Trust Fund Program requires that each local government to contribute 15% of its annual allocation to projects that benefit special needs populations. The project allowed the 1 Furth Prc ram `. -ar L... ER 3 Item # 4 Attachment number 2 Page 9 of 35 City to meet its obligation for FY06-07. St. Petersburg, Largo and Pinellas County will each participate in providing the required local government match with funding from the 15% budgeted for Special Needs from HTF. The City commitment for matching funds was subject to completion of the Consolidated Plan Application and contingent on Catholic Charities obtaining Florida Housing Finance Corporation ("FHFC") funding from the FHFC FY 2008-09 Special Needs Allocations, and required additional local match funding from the City of Largo, the City of St. Petersburg, and Pinellas County by December 31, 2008, and commencing construction of the Development within two years. In addition to the SRO project, Catholic Charities runs Pinellas Hope, an open-air homeless shelter located near 126th Avenue North in unincorporated Pinellas County. "Tent City", which was opened in December 2007, is intended to cut down on the number of individuals who are homeless and redirect them into permanent housing. Individuals who stay at Pinellas Hope are provided a safe haven and a warm meal. They also are put in contact with various social and community service agencies that could assist them with finding permanent housing and self-sufficiency. In July 2008, Catholic Charities requested assistance to keep Pinellas Hope open the remainder of the year. The City Council discussed providing financial assistance to the Pinellas Hope Program and unanimously agreed to provide funding, from the General Fund, in the amount of $50,000 to Catholic Charities for the continuation of the program According to a St. Petersburg Times Article, of the 484 people Pinellas Hope served over the first five months, 122 found jobs and another 148 found homes. One man, who had lived under a highway overpass, discovered he was eligible for Social Security benefits and now has an apartment. The operation has survived on a combination of private charity, business donations and local government support. e. Non-Homeless Special Needs Strategy CDBG funds were provided in the amount of $30,000 to Pinellas Opportunity Council to administer their Chore Services Program. Through this program, various chore services were provided to 54 elderly, frail elderly, developmentally-disabled and physically-disabled individuals to assist them in remaining in their home. To further assist non-homeless individuals with special needs, the City provided funding to Directions for Mental Health. Directions for Mental Health provides a facility for individuals to obtain mental health counseling. They also provide needed medicines for related mental health illnesses. A total of $49,500 was provided to repair their facility. The agency assisted 2,179 individuals. Personal Enrichment and Mental Health Services, Inc. expended $2,971 from the prior year allocation. During this reporting period, the City provided funding in the amount of $46,050 to Religious Community Service to renovate their facilities. Religious Community Services and Directions for Mental Health provide assistance to the elderly, persons with mental and physical disabilities, and victims of spouse abuse. These services are classified as special needs. 1 Furth Prc ram `. -ar L... ER 9 Item # 4 Attachment number 2 Page 10 of 35 3. AFFIRMATIVELY FURTHERING FAIR HOUSING The City of Clearwater no longer directly enforces fair housing laws. The responsibility was assigned to the Pinellas County Human Relations Department since their office investigates and makes recommendations on all Fair Housing issues for other areas of Pinellas County with the exception of the City of St. Petersburg. The City of Clearwater plays an active role in affirmatively furthering Fair Housing by adhering to the Human Rights Ordinance that Pinellas County adopted in 1984. Pinellas County maintains an interlocal agreement with the City of St. Petersburg for the enforcement of the ordinance. The City of St. Petersburg handles enforcement south of Ulmerton Road and Pinellas County enforces north of Ulmerton Road. In 2002, the City of Clearwater, along with the cities of St. Petersburg and Largo, and Pinellas County formed a Fair Housing Partnership to coordinate efforts countywide to support and expand the availability of housing to all, regardless of familial status, national origin, race, accessibility, and disability. The Partnership's tools for furthering this effort are educational programs, training, testing, assessments, and enforcement through the appropriate channels. The Partnership meets periodically to review programs and to set and review goals. The City remains active in the provision of affordable housing, accessible housing, and promotion of home ownership. The City of Clearwater provides information concerning home ownership, home financing, and home repairs in printed matter and is working with our Public Communications Department to provide information it a variety of other mediums. Over the past year, the City has put a substantial amount of educational information on the Housing Division's webpage pertaining to Fair Housing, Elderly Housing, Lead-Based Paint, Predatory & Fair Lending, and Financial Education (SEE Appendix). The City will continue to expand the availability of information about housing programs and Fair Housing laws. On April 15, 2009, the City of Clearwater partnered with Bay Area Apartment Association, Bay Area Legal Services, the Cities of Largo, St. Petersburg and Tampa, Greater Tampa Association of Board of Realtors, Gulf Coast Legal Services, Hillsborough County Equal Opportunity Administration and Pinellas County Office of Human Rights (Tampa Bay Fair Housing Consortium) to sponsor an Annual Fair Housing Certificate Program. The City provided sponsorship for programs providing workshops on Fair Housing, Accessible Home Design, Landlord-Tenant Rights and Responsibilities, and Real Estate Sales and Rentals. On April 18, 2009, the City partnered with the Tampa Bay Fair Housing Consortium to sponsor a free Fair Housing Public Education Forum. The forum provided detailed information to the public on Fair Housing Laws and information on individual and housing provider's rights. City staff attended the U.S. Department of Housing and Urban Development Section 3 and Civil Rights Compliance Training on June 10, 2009. Furth Prc ram `. -ar L... ER 10 Item # 4 Attachment number 2 Page 11 of 35 a. Sale or Rental of Housing Fair Housing complaints received by the City's Equity Services Department and Pinellas County Office on Human Rights/Human Relations indicate that discrimination in the sale or rental of housing and provision of housing brokerage services does occur. The City hopes to partner with other local government agencies and conduct a study to determine the level of discrimination. b. Public Policies The high percentage of build-out in the City affects the availability of suitable land for multi-family and affordable single-family development. The City's Community Development Code, design standards, adequate public facility (concurrency) ordinance and Building Code requirements influence the feasibility of affordable housing projects. Development regulations can limit the potential use of small or irregular infill parcels for affordable housing or increase costs associated with site development and construction. c. Administrative Policies Administrative policies generally support Fair Housing. These include: 1. Marketing housing programs in targeted areas. 2. Providing citywide homebuyers' assistance and education. 3. Placing educational material on the Housing Division's webpage. 4. Carefully reviewing where affordable housing developments will be located. 5. Avoiding a concentration of very-low to moderate-income households in multi-family developments. d. Actions Taken To Overcome Impediments The City, in conjunction with the Pinellas County Fair Housing Partnership (Pinellas County, St. Petersburg, Clearwater, and Largo), initiated a Fair Housing Study beginning early in 2002 to determine if persons seeking rental housing were given differential treatment based on familial status, national origin, race, accessibility, and disability; and to determine if further educational and outreach programs were needed. Two (2) consulting firms conducted the testing process and prepared the report. Two hundred tests were conducted, but not all of the sites were tested on every basis. The report was completed in the fall of 2002. Differential treatment was shown in 59% of the cases tested. Broken down by area, the percentage of cases showing differential treatment was: St. Petersburg 52%; Clearwater 55%; Largo 67%; Pinellas County, balance of county including small cities, 61%. This information was presented to each of the Partners' boards or commissions, and all tested rental complexes were sent a copy of the study. Results were reported in local newspapers and on television. As a result of the study it was recommended that the following steps be taken to improve the current situation: Furth Prc ram `. -ar L... ER 11 Item # 4 Attachment number 2 Page 12 of 35 1. In cases where there is overwhelming evidence of differential treatment, a complaint against the housing provider should be filed with HUD and/or any similar local governing agency. 2. There should be aggressive education and outreach efforts to both the housing providers and the general public. 3. The Pinellas Partnership retests properties that demonstrated "some type of differential treatment" for possible future enforcement effort. 4. All local government permitting agencies should implement an accessibility review process before permitting newly constructed multi-family dwellings. 5. Mandate Fair Housing training for any developer or builder receiving city or county funding. The Partnership conducted a series of forums, seminars, and other outreach efforts to educate housing providers and the general public on Fair Housing issues, rights, and regulations. Testing will be done in the future on a smaller scale to determine if enforcement efforts are needed. The City funds programs that offer free classes for persons desiring to become homeowners. The Pinellas Realtor Organization subscribes to the Voluntary Affirmative Marketing Agreement (VAMA) and works to educate its members about Fair Housing. Training and marketing materials have been videotaped and translated into American Sign Language and Spanish. The City promotes home ownership and education at various homebuyer fairs and expositions. The City also provides funding to Community Service Foundation to provide Fair Housing Education. In addition to the Human Relations Department, the City is working with Pinellas County Realtors through the Voluntary Affirmative Marketing Agreement (VAMA) Program to further Fair Housing opportunities in real estate transactions. To further these efforts of the VAMA, the Pinellas County Board of Realtors enlisted the services of the Community Housing Resource Board to focus on the federal, state and local enforcement agencies, housing industry groups and volunteer community groups working together to promote Fair Housing practices. These efforts include: • Providing public information on Fair Housing. • Assessing community Fair Housing needs and identifying local problems and issues that impede equal housing opportunity. • Evaluating performance and effectiveness of the VAMA. • Expanding minority involvement in the real estate industry. • Expanding public awareness of housing opportunities in the community. • Developing cooperative solutions to problems associated with the implementation of the VAMA. Other actions during the FY2008-09 included: • Continued support of Pinellas County Human Relations Department, Pinellas County Board of Realtors, and the Community Housing Resource Board. Furth Prc ram `. -ar L... ER 1? Item # 4 Attachment number 2 Page 13 of 35 • Continued to work with the local committee of American with Disabilities to view housing related issues for homeowners, renters, or homebuyers with disabilities. • Provided SHIP funding in the amount of $25,000 to the Community Service Foundation, $40,000 to Tampa Bay Community Development Corporation, and $25,000 to Clearwater Neighborhood Housing Service to implement homebuyers training programs, fair housing education and assistance, and foreclosure prevention and counseling services. • Provided funding in the amount of $14,884 to Gulf Coast Legal Services to implement a Fair Housing program that offers fair housing counseling services, initial needs assessment, rental eviction intervention, and marketing of Fair Housing programs. The agency expended $14,884 and assisted 94 individuals. • Provided funding in the amount of $14,400 to Community Service Foundation to administer a Fair Housing Program. The agency expended $12,844 and assisted 92 individuals. The Pinellas County anti-discrimination efforts focus on public information and enforcement of Fair Housing regulations and the County's Human Rights Ordinance. The County publishes a Housing Resource Directory that includes an overview of Fair Housing law, information about reasonable accommodation and accessibility, and a list of state and local enforcement agencies. The County produces a brochure entitled, Fair Housing in Pinellas County, and distributes approximately 5,000 copies annually. Below market rate mortgages, down payment and closing cost assistance are readily available through the County's Housing Finance Authority and through other agencies. The County is also active in providing and promoting affordable housing, providing low cost funds for home purchase or repair, and modification to homes to make them accessible to persons with disabilities. The City directs significant resources to expand the supply of affordable rental housing and partners with a variety of for-profit and non-profit developers and the Housing Finance Authority of Pinellas County. The City also assists developers with a variety of incentives aimed at reducing development costs, impact fees, and regulatory impediments. The City encourages mixed-income, multi-family developments to develop affordable housing in areas that are not predominantly low to moderate-income areas as part of a continuing effort to deconcentrate poverty. Funding is denied to developers who do not provide mixed-income housing where the effect could be to racially or economically segregate low-income households. 4. LEVERAGING RESOURCES The City's efforts to provide affordable housing and other services to very-low to moderate-income families have resulted in leveraging a great amount of additional resources. Through the Infill Housing and Down Payment Assistance Programs the City continues to work closely with the lending and housing non-profits in the community to leverage private investment in home ownership. (Please see Homebuyers Section for accomplishments). In addition, the City works with Community Service Foundation, Partners in Self Sufficiency, Tampa Bay Community Development Furth Prc ram `. -ar L... ER 13 Item # 4 Attachment number 2 Page 14 of 35 Corporation, and Clearwater Neighborhood Housing Service, Inc. to provide homeownership counseling to support our housing programs. During this reporting period, the city provided $248,500 in SHIP funds to purchase eight (8) vacant lots. The purchase of the lots has resulted in three (3) new homes being built. This investment of $65,000 contributed to private investments of $323,901 for the three (3) lots. The homes were purchased by one (1) family with an income of less than 50% of area median income and two (2) homes were purchased by families with incomes between 50-80% of area median income. Also in this period, a total of $99,967 in HOME funds was provided to acquire an existing single family housing unit. The housing unit will be rehabilitated and sold as an affordable housing unit to a low to moderate-income family in the next reporting period. The City's Down Payment and Closing Cost Program provided new homebuyer opportunities to 15 families. Of the 15 families assisted, one (1) family's income was below 50% of area median income, nine (9) families had incomes between 50-80% of area median and five (5) families had incomes of over 80% of area median. The average purchase price of the homes was $97,162. A total of $205,335 in SHIP funds and $62,000 in HOME funds were provided to make homeownership possible. This public investment of $267,335 resulted in $1,457,430 in private capital being placed in the city's economy. 5. CONTINUUM OF CARE NARRATIVE The City works closely with the Pinellas County Coalition for the Homeless and various other homeless services providers in addressing the needs of the City's Homeless. The City listed Continuum of Care issues as a high priority in the Consolidated Plan. During this reporting period, the City provided $30,000 in CDBG funds to Clearwater Homeless Intervention Project (CHIP) as operating capital for their Emergency Shelter Facility as part of its Continuum of Care. The facility provided shelter, food, counseling, and case management services to 1,623 individuals during this reporting period. A total of $19,370 was provided to the Westcare of Florida - Turning Point for inebriated homeless individuals. During this reporting period, the agency assisted 216 homeless individuals from Clearwater. The Homeless Emergency Project received $100,000 to build an office complex to provide services for the homeless. The facility offers food to homeless individuals and families. The agency's goal is to serve 1,000 people annually. In addition to short and long-term housing for the homeless, HEP provides a variety of other services including job placement, medical, dental and psychological counseling. A total of $46,050 was provided to Religious Community Services - Food Pantry to complete the renovation of their distribution facility that provides food for deserving low-income and homeless individuals and families. The agency provided services to 9,869 families during this reporting period. 1 Furth Prc ram `. -ar L... ER 1 Item # 4 Attachment number 2 Page 15 of 35 In this reporting period, $49,500 in CDBG funds was provided to Directions for Mental Health to renovate their office complex. Directions for Mental Health - provides a wide range of high quality behavior health services for all ages. The agency assisted 2,179 individuals for effective treatment of mental illness. CDBG funds were provided in the amount of $30,000 to the Pinellas Opportunity Council to administer their Chore Services Program. Through this program various chore services were provided to 54 elderly, frail elderly, developmentally-disabled and physically-disabled individuals to assist them in remaining in their home. 6. CITIZENS PARTICIPATION The City maintains a Neighborhood and Affordable Housing Advisory Board to encourage public participation. The Board meets periodically to discuss and make recommendations to City Staff and the City Council on housing-related issues. The City Clerk's Office maintains minutes from those meetings. The City has not received any citizen comments on the Proposed FY 2008-09 CAPER. 7. OTHER ACTIONS a. Fostering and Maintaining Affordable Housing The City of Clearwater has been very proactive in fostering and maintaining affordable housing. Although the City cannot control the cost of labor, goods or land costs, the City continues to look for new and creative ways to address the issue of affordability. Some of the steps the City has taken in the past and/or is currently doing include: • Design homes that are practical and efficient • Subsidize impact fees • Provide financing at below market rates, zero percent and/or deferred payment loans • Fund subrecipients to acquire vacant properties and build affordable houses • Work with subrecipients to acquire homes foreclosed by HUD and resell them as affordable housing units • Pay for infrastructure improvements with general revenue funds • Change the City's Development Code to address other development issues • Work with the local housing authority to buy property and resell for affordable housing • Work with developers to put together applications for funding through the Low-Income Housing Tax Credit Program, State of Florida Housing Bond Program and other resources to build or rehabilitate rental units for affordable housing b. Barriers to Affordable Housing In the early years (1992 - 1995) of the City's SHIP Program, the Clearwater's Affordable Housing Advisory Committee (AHAC) reviewed the following areas to identify potential barriers to affordable housing: • Affordable Housing Definitions Furth Prc ram `. -ar L... ER 1 Item # 4 Attachment number 2 Page 16 of 35 • Permit Processing • Impact Fee Requirements • Infrastructure Capacity • Residential Zoning Density • Transfer of Development Rights • On-Site Parking and Setback Requirements • Zero-Lot Line Development • Sidewalk and Street Requirements • Regulatory Review Processes • Inventory of Lands Suitable for Affordable Housing Development The City began receiving SHIP Program funding in 1992 when the Florida Legislature adopted the Sadowski Act. The SHIP Program is a dedicated source of affordable housing funds that are provided annually to the cities and counties within the state. One of the driving forces behind the passage of the Sadowski Act was the Florida Homebuilders and Contractors Associations. As a result of their lobbying effort, SHIP jurisdictions each year must expend 75% of their funds, entitlement and recaptured funds, on activities that involve construction and/or rehabilitation of homes, and in addition, 65% of the funds, entitlement and recaptured funds, must result in homeownership. A major requirement of the SHIP Program, as well as a condition of receiving continued funding, was each jurisdiction had to adopt affordable housing incentives that would assist in the implementation of their affordable housing activities. Each SHIP entitlement community was required to adopt an Affordable Housing Incentive Plan (AHIP), which contained, at a minimum two statutory required incentives: 1. Assurance that permits as defined in Chapter 163.3164(7) and (8) F.S. for affordable housing projects are expedited to a greater degree than other projects; 2. An ongoing process for review of local policies, ordinances, regulations, and plan provisions that increase the cost of housing prior to their adoption (420.9071(16) F. S.). During the 2007 legislative session, the Florida legislature passed House Bill 1375. Under this bill, approval was granted for the creation of Section 420.9076 of the Florida Statute. This statute requires counties and cities receiving SHIP funds to appoint an eleven member Affordable Housing Advisory Committee (AHAC). The statute further provides that the committee be made up of members from a specific industry or a specific group as identified in the statute. The requirement was largely met through the use of the City's existing Neighborhood and Affordable Housing Advisory Board (NAHAB). The City Council adopted Resolution No. 08-15 that created and appointed the AHAC. The duties of the AHAC included reviewing policies and procedures, ordinances, land development regulations and the City's adopted comprehensive plan and recommending specific actions or initiatives to encourage or facilitate affordable housing. Per state statute, at a minimum, the AHAC reviewed and made recommendations on the following: Furth Prc ram `. -ar L... ER 16 Item # 4 Attachment number 2 Page 17 of 35 1. The processing of approvals of development orders or permits, as defined in F.S.163.3164 (7) and (8), for affordable housing projects is expedited to a greater degree than other projects. 2. The modification of impact-fee requirements, including reduction or waiver of fees and alternative methods of fee payment for affordable housing. 3. The allowance of flexibility in densities for affordable housing. 4. The reservation of infrastructure capacity or housing for very-low income persons, low-income persons, and moderate-income persons. 5. The allowance of affordable accessory residential units in residential zoning districts. 6. The reduction of parking and setback requirements for affordable housing. 7. The allowance of flexible lot configurations, including zero-lot-line configurations for affordable housing. 8. The modification of street requirements for affordable housing. 9. The establishment of a process by which a local government considers, before adoption, policies, procedures, ordinances, regulations, or plan provisions that increase the cost of housing. 10. The preparation of a printed inventory of locally owned public lands suitable for affordable housing. 11. The support of development near transportation hubs and major employment centers and mixed-use developments. In July 2008, the Economic Development and Housing Department contracted with Wade Trim, Inc. to help facilitate the process. Wade Trim coordinated the preparation of the Local Housing Incentive Strategy in cooperation with the City's staff and the AHAC. The Local Housing Incentive Strategy encompasses the definition, vision, strategic focus areas and incentive recommendations in order to facilitate the development of affordable housing in the City of Clearwater. The AHAC convened on four separate occasions in order to develop and identify the value of affordable housing, identify the principles for Clearwater's affordable housing and develop a vision statement to be included as part of the Local Hosing Incentives Strategy. A separate focus group consisting of for-profit and non-profit affordable housing developers was also organized in order to gain additional insight and recommendations concerning the incentive strategies. The report highlights an affordable housing vision statement that was derived from input by board members. Additionally, AHAC members focused on the values that affordable housing brings to the City of Clearwater. The themes identified centered on the values that affordable housing supports a dynamic and competitive economy, improves the social well being that builds a sense of community, and ensures that the City's workforce can live within the City limits. Furthermore, the AHAC also identified and recommended provisions that would identify adaptive reuse practices, require triennial updates to the City's Local Housing Incentives Strategy, support design standards for affordable housing developers, improve communication and marketing channels for affordable housing, diversify financing resources, and support development of public and private partnerships for the provision of affordable housing. By statute, the initial report was submitted to the City Council by December 30, 2008. After the initial submission, the reports become due every three (3) years on December 31s' of the year preceding the submission of the Local Housing Assistance Plan (LHAP). 1 Furth Prc ram `. -ar L...-ER 17 Item # 4 Attachment number 2 Page 18 of 35 The City Council reviewed the Local Housing Incentives Strategy recommendations that were approved by the AHAC on November 19, 2008. The City Council adopted an amendment to the LHAP to incorporate the local housing incentive strategies it will implement for the City of Clearwater. The amendment included, at a minimum, the State required incentive strategies specified above. Upon approval, the City of Clearwater is required to notify the State of its adoption of an amendment to its LHAP to incorporate the incentive strategies. The notice must also include a copy of the approved amended plan in order to comply with the SHIP programs participation guidelines. As we continue to address the affordable housing needs of our residents, we must also ensure that we continue to meet the statutory requirements of the SHIP Program. In future years, as part of the monitoring process conducted by the State of Florida, the monitors will be evaluating how local jurisdictions are implementing their affordable housing incentives in order to ensure they are meeting their statutory obligations. These evaluations will review the process and policies that all affordable housing projects go through from start to finish. This process is not totally exclusive to affordable housing projects using SHIP dollars, but any affordable housing project taking place in the City, regardless of the funding source. c. Managing the Process As part of the review process for proposed policies, regulations, plans and programs, the sponsoring city department requests that the Economic Development and Housing Department to analyze the economic impact of the action as it pertains to the cost of housing. The analysis shows the estimated increase in cost to an average home. The analyses are maintained on file in the Housing Division of the Economic Development and Housing Department. The City holds public hearings and meetings to obtain citizen input and to respond to citizen proposals and inquiries about activities and program performance. Citizens and other City stakeholders have emphasized the need to consider the City's diverse interests in the establishment of goals, objectives, policies and priorities; the identification of new projects and programs; and in the application, monitoring and evaluation of existing programs. Typically, the Economic Development and Housing Department staff meets with prospective affordable housing developer to determine the level of assistance and project needs. If the developer proceeds with a project, staff facilitates the plan review and permitting process through the Planning, Building and Engineering departments. This allows the Economic Development and Housing Department to troubleshoot and streamline the process. Below is a section from the City's recently adopted "Expedited Processing and Ongoing Review" Policy. d. Expedited Processing i. Building Department All affordable housing projects, as defined in Chapter 163.3164(7) and (8) F.S., that are located within the City limits are required to include with their application for 1 Furth Prc ram `. -ar L... ER 18 Item # 4 Attachment number 2 Page 19 of 35 building permit a request for Expedited Processing. A copy of this request must be provided to the Building Official and to the Assistant Director of Housing. Expedited Processing affords eligible projects priority over projects without this status. When an affordable housing project receives approval, the Building Division notifies the Assistant Director who, in turn, will document the timeframe for the application process. ii. Planning Department The Planning Department will follow the City of Clearwater - Community Development Code when processing all affordable housing applications for activities that require rezoning, land-use amendments, variances, development orders, etc. Under the Code, all projects are reviewed and may be scheduled for the next meeting of the Development Review Committee (DRC - staff level review) and if needed, the Community Development Board (CDB). Many applications can be decided at the staff level and may not need to go DRC and/or CDB. When affordable housing projects and/or applications are submitted that can be decided at the Staff level, they shall receive priority and be reviewed before any non-affordable housing project and/or applications. Applicants must indicate that the project will be an affordable housing development and/or project. The Planning Department has and will continue to implement, where possible, the expedited plan amendment process for large-scale amendments related to the provision of affordable housing. e. Comprehensive Plan Analysis The City's Comprehensive Plan includes a state mandated housing element that analyzes the City's existing and projected housing need. The element contains goals, objectives and policies that work in tandem with other City housing policy documents. Fostering and maintaining an affordable housing supply is one of the element's primary goals. The goal is supported by policies that aim to reduce barriers to public and private sector construction of affordable units. The Economic Development and Housing Department coordinated with the Planning Department in 2005 for the preparation of the Evaluation and Appraisal Report (EAR) for the Comprehensive Plan. A focus of the EAR was affordable housing. In this regard, the EAR included an assessment of the successes and shortcomings of the City's affordable housing polices and programs, along with recommendations for improvement. The EAR recommendations were addressed in a major update of the Comprehensive Plan in 2007-2008. As part of the review process, the City formed a Citizen Advisory Committee (CAC) to provide direction in the EAR. The CAC, along with a consultant (Wade Trim, Inc.), established identification of data needs and methods of compilation, meetings, methodology of comprehensive issues analysis, and coordination with other City departments. Their results were provided to the City's Planning Department. The Planning Departments recommendations were approved by the City Council. The EAR-based comprehensive plan amendments are currently being review by the State of Florida Department of Community Affairs for approval. f. Lead Based Paint Lead based paint continues to be a serious problem throughout cities across America. It is usually prevalent in homes built prior to 1978. Clearwater's housing Furth Prc ram `. -ar L... ER 19 Item # 4 Attachment number 2 Page 20 of 35 stock is relatively new with the average home being built after 1970. However, the City still maintains that lead based paint is a serious issue and conducts housing inspections to determine if there are defective paint surfaces. If lead conditions are present, the lead paint is either removed or covered in a manner described by HUD. No lead based paint conditions were found during this reporting period. The City will continue its effort to rid structures of lead based paint and will inspect any homes built prior to 1978 for any presence of lead based paint. The City will continue to test and remove all lead based paint surfaces in structures that are being rehabilitated under our programs that are using federal funds. The City will use the services of the Pinellas County Environmental Department to test all structures with defective paint surfaces and the local Health Department to test children for elevated blood levels. The Willa Carson Community Health Resource Center continues to participate with the City by providing a meeting area for neighborhood based education programs, disseminating information on the hazards of lead based paint, and provide blood screening. The City continues to put information about lead based paint and safety on to the Housing Division website. Program activities include the following: • Collaboration between public-private agencies involving housing, health, and community-based organizations to facilitate a Healthy Home Team to go door to door in the targeted Brownfields area to identify children and homes at risk. • Assurance that children identified at risk receive blood lead testing and the child with elevated lead levels receives follow-up care. • Promotion of a public awareness campaign through education via physicians and the community and disbursement of educational materials. • Routine placement of educational materials on the Housing Division's webpage. • Assessment of homes at risk to identify lead hazard control services to eliminate hazards identified in homes. • Initiation of supportive lead hazard control services to eliminate hazards identified in homes. • Evaluation of prevention activities to measure the impact and outcome of program services and intervention efforts in the community. g. Poverty Level Assessment Reducing the number of residents who live below the poverty level is very important to the City of Clearwater. The City realized that the most effective way to reduce the number of persons below the poverty level was to increase their income through providing employment opportunities. 1 Furth Prc ram `. -ar L... ER 0 Item # 4 Attachment number 2 Page 21 of 35 The City will provide funding to support service organizations that reduce impediments for families allowing them to rise above the poverty level. The City provides economic development opportunities to non-profit and for profit businesses that agree to hire lower-income individuals. Through the coordination among programs, including the Environmental Protection Agency, State Brownfields Redevelopment initiatives, Juvenile Welfare Board, Clearwater Stars, United Way, the Eckerd Foundation, Pinellas County WorkNet, and the University of South Florida, the City will continue to expand its efforts to reduce impediments. h. Institutional Structure To overcome gaps in institutional structures and enhance coordination, the City implemented several practices that have been very successful. First, local lenders were provided with information relative to the City's housing programs and offer a coordinated effort for the lending institution to prosper. Together we are able to provide home ownership and homebuyer opportunities for very-low to moderate- income families. The City and its subrecipients pre-qualify clients to the lender's and City's specification and provide financing in the form of down payment assistance. i. Public Housing and Residential Initiatives The City understands the benefits of improving public housing and resident initiatives. To improve the lives of families residing in public housing the City targeted the children to break the cycle. The City will continue to work and strengthen our relationship with the Clearwater Housing Authority (CHA) to foster innovative public housing developments, potential joint ventures and residential initiatives. 8. HOUSING a. Housing Needs The City has been very proactive in fostering and maintaining affordable housing. Although the City cannot control the cost of labor, goods or land costs, the City continues to look for new and creative ways to address the issue of affordability. Some of the steps the City has taken in the past and/or is currently doing include: • Design homes that are practical and efficient • Subsidize impact fees • Provide financing at below market rates, zero percent and/or deferred payment loans • Fund subrecipients to acquire vacant properties and build affordable houses • Work with subrecipients to acquire homes foreclosed by HUD and resell them as affordable housing units • Pay for infrastructure improvements with general revenue funds • Change the City's Development Code to address other development issues • Work with the local housing authority to buy property and resell for affordable housing • Work with developers to put together applications for funding through the Low-Income Housing Tax Credit Program, State of Florida Housing Bond Program and other resources to build or rehabilitate rental units for affordable housing Furth Prc ram `. -ar L... ER 21 Item # 4 Attachment number 2 Page 22 of 35 b. Specific Five-Year Housing Objectives Housina Obiective One: Build 200 new mixed-income rental units in conjunction with ongoing redevelopment/revitalization projects. • Federal Funds: HOME/CBDG • State/Other Funds: SHIP, FHFC programs Housing Objective Two: Acquire and/or rehabilitate 50 units in small rental complexes for mixed-income affordable rental housing. • Federal Funds: HOME/CBDG • State/Other Funds: SHIP, FHFC programs Housing Objective Three: Preserve the existing housing stock by rehabilitating 100 units owned by low-income owner households. • Federal Funds: HOME/CBDG • State/Other Funds: SHIP Housina Obiective Four: Preserve the existing housing stock by funding the acquisition and rehabilitation/expansion of 50 existing units for new low-income owner households. • Federal Funds: HOME • State/Other Funds: SHIP Housing Objective Five: Provide direct down payment/closing cost assistance to 100 low and moderate-income homebuyers. • Federal Funds: HOME • State/Other Funds: SHIP, HFA Bonds Housing Objective Six: Construct 20 new affordable, for sale, in-fill units in support of the City's ongoing revitalization/redevelopment activities. • Federal Funds: HOME/CDBG • State/Other Funds: SHIP Housing Objective Seven: Provide credit counseling and homeownership training assistance to 100 perspective low-income homebuyers. Goals Actual Actual Actual Actual Actual FY 2005 FY 2006 FY 2007 FY 2008 FY 2009 Build Mixed 200 4 0 Income Rentals Acquire/Rehab 50 2 0 Mixed Income Rentals Rehab Low- 100 43 20 18 18 17 Income Owner Housing Ac uire/Rehab 50 4 9 Furth Prc ram `. -ar L... ER 2- Item # 4 Attachment number 2 Page 23 of 35 Low-Income Housing Down Payment 100 15 12 14 7 15 Assistance Low- Income Housing Build New 20 3 10 14 3 Affo rd a b I e Housing Housing 100 460 312 132 204 286 Consulting Total Housing 520 61 46 46 31 44 Units c. Housing Accomplishments During FY 2008-09, the City made a total of seventeen rehabilitation loans with HOME and/or SHIP funds. Eight (8) SHIP only loans were provided to low-income families with four (4) loans being provided for families with income of less than 50% of area median income. Two (2) loans were provided to families with income between 50% and 80% of area median income. An additional combination of HOME and SHIP loans were provided to nine (9) low to moderate-income families. Of those loans four (4) were provided to families with income less than 50% of area median income. Five (5) loans were provided to families with incomes between 50-80% of area median income. Homeowner rehabilitation produced $203,658.91 in expenditures from the HOME Program with an additional $59,755.39 in SHIP funds expenditures as the HOME Match. The rehabilitation program also produced $296,041.70 in direct expenditures from the unmatched SHIP Program. The total expenditures from all funds were $559,456. The City offers several programs that help make housing more affordable to very-low and moderate-income homebuyers. The City's Home Ownership Program will lend funds to purchase land, provide down payment assistance, pay impact fees, pay disposition and closing costs and build new homes for income eligible home buyers. Funds in this program are also available to approved non-profit agencies financing their clients home ownership needs. Currently these agencies include: • Clearwater Neighborhood Housing Services, Inc. • Community Service Foundation • Home for Independence • Habitat for Humanity • Largo Area Housing Development Corporation • Tampa Bay Community Development Corporation In addition to loans, housing education and counseling services were provided by four (4) of the City's housing subrecipients. The City has allocated, on a per household basis, $90,000 for housing education. The City provided an allocation to Tampa Bay Community Development Corporation (TBCDC) to administer their Home Buyers Club and for Homeownership Counseling Program, Consumer Credit Counseling Services for budgeting and foreclosure counseling, and Community Services Foundation (CSF) for administering the Partnership to Homeownership and Furth Prc ram `. -ar L...-ER 23 Item # 4 Attachment number 2 Page 24 of 35 Homebuyer Education Program. All of the education and counseling programs were funded through the SHIP program. Over 286 individuals/families took part in the education/counseling services during this reporting period. A total of 182 participated in both TBCDC Programs (Homeownership Counseling and Homebuyer Education Programs), 63 participated in Community Service Foundation's Partnership to Ownership and Homebuyer Education Programs, and 41 participated through Clearwater Neighborhood Housing Services, Inc. Housing Education/Counseling Programs. 9. HOME Program a. Assessment of Relationship of HOME Funds The City received an allocation of $520,737 in HOME Entitlement Funds for FY 2008-09. The majority of the funds were set aside for housing development. The table below shows how funds for the entitlement allocation were budgeted this reporting period: Subreci lent Housing Pool $390,553 Community Housing Development Organizations $78,111 Program Administration $52,073 TOTAL $520,7371 Funds set aside in the Subrecipient Housing Pool may be used for homeownership rehabilitation; new single-family housing construction, down payment and closing cost assistance, acquisition of real property and other related housing costs. Funds set aside for the Community Housing Development Organization are undetermined. The table below lists the activities by which the funds were expended during this reporting period with the FY2008-09 entitlement allocation, program income and reprogrammed funds from prior years. Rehabilitation owner-Occupied $218,341.69 Administration/Pro ram Deliver Costs $51,888.57 Ac uisition/New Construction - Single Family $7,056.79 Community Housing Development Organizations $99,966.89 Down Payment and Closing Costs Assistance $62,800.00 Total HOME Expenditures 4 $440,053.9 The City has two (2) certified Community Housing Development Organizations (CHDOs); Clearwater Neighborhood Housing Services, Inc., and Largo Area Housing Development Corporation. The City is currently soliciting other organizations to become eligible as a CHDO. Furth Prc ram `. -ar L... ER Item # 4 Attachment number 2 Page 25 of 35 b. HOME Match Report Please see Match Report in Appendix under "IDIS Reports". c. HOME Inspections, Affirmative Marketing Actions, Outreach to Minority and Women Owned Businesses Three (3) rental housing developments previously funded and subject to HOME monitoring were inspected during this reporting period. The housing developments were Wellington Apartments, Fulton Avenue Apartments and Lexington Apartments. Wellington and Fulton Avenue Apartments provide housing for low to moderate- income families and Lexington Apartments provide housing for the elderly. The monitoring visits to Wellington, Fulton Avenue and Lexington Apartments did not show any areas of non-compliance. 10. OTHER HOUSING PROGRAMS a. State Housing Initiatives Partnership (SHIP) Program During the City's FY 2008-09, the City expended the following dollars in association with the development and preservation of loans for housing units for low to moderate-income families with acquisition and down payment and closing cost assistance for new and existing units. Challenge Fund Infill (Acquisition) Loan Program SHIP Funds Expended $248,500 Private Funds Expended $205,000 Owner Equity $5,096 TOTAL $458,596 Funding from this program provided three (3) families with property acquisition cost assistance. One (1) family had income at less than 80% of the area median income and two (2) families had incomes between 80-120% of the area median income. Down Payment and Closing Cost Assistance Loan Program SHIP Funds Expended $205,335 Other Public Funds Expended $50,000 Private Funds Expended $1,144,584 Owner Equity $91,628 TOTAL $1,491,547 Funding from this program provided fifteen families with down payment and closing Furth Prc ram `. -ar L... ER 2 Item # 4 Attachment number 2 Page 26 of 35 cost assistance. One (1) family had income less than 80% of the area median income and fourteen (14) families had incomes between 80-120% of the area median income. Rehabilitation Loan Program SHIP Funds Expended $354,297 TOTAL $354,297 Funding from this program provided rehabilitation funds to nine (9) families. Four (4) families had income less than 50% of the area median income and five (5) families had income between 50-80% of the area median income. A total of $1,499,834 in total revenues (allocation, program income and recaptured funds) was deposited into the Local Affordable Housing Trust Fund during State FY 08-09. These funds were generated through the following: State Annual Distribution $979,588 Program income $341,842 Recaptured Funds $142,843 TOTAL $1,464,2731 b. Emergency Shelter Grants Program The City does not receive any Emergency Shelter Grant Funds. c. Brownfields Program The City of Clearwater, Florida Brownfields Area is one of the City's oldest sections with a low-income, minority population in the most densely populated county in Florida. The City's Brownfields area covers all three of the City's Neighborhood Revitalization Strategy Areas. It has been ten years since the City of Clearwater was awarded its first EPA Brownfields Assessment Pilot grant, and recent events indicate that the City's cleanup and redevelopment of Brownfields properties is still an active campaign. The Clearwater Brownfields Area (CBA), with approximately 244 regulatory listed sites located in over 7,000 properties, is spread across more than 1,842+ acres. Clearwater has the distinction of being the first state-designated Brownfields area in Florida. Clearwater defines Brownfields as "redevelopment opportunities that result in viable economic and community development, residential, and open-space/greenspace projects." The definition reflects a perception of Brownfields that is results-oriented, viewing challenges as opportunities rather than insurmountable liabilities. Over the last decade, Clearwater has moved aggressively to attract funding for its Brownfields program. The City has received a total of $2,641,000 in EPA grants and $1.7+ million in state and other Brownfields related funding. Clearwater has 1 Furth Prc ram `. -ar L... ER 26 Item # 4 Attachment number 2 Page 27 of 35 conducted 90 Phase I Environmental Assessments, 15 Phase II Assessments, and fourteen sites have been cleaned up and readied for reuse. To capture the benefits to public health, the City of Clearwater Economic Development & Housing Department Brownfields Program began efforts to develop and implement a Public Health Monitoring Project (PHM). The PHM is funded from the US EPA Brownfields Assessment Grant BF-96486307-0. By integrating public health with Brownfields redevelopment, the physical, mental, social and spiritual well being of individuals, families and the community can be improved. To gain insight about health challenges faced by Clearwater communities, an initial meeting was held with local public healthcare providers. A summary report of the meeting is considered an initial measure to develop a collaborative effort to improve community health, well-being and sustainability. Tangible benefits of Brownfields redevelopment can include health clinics, community gardens, parks and recreations area, and health related business (e.g. pharmacies, diagnostic centers). Public health monitoring offers a variety of tools that can be used to identify the public health needs that may be addressed through Brownfields redevelopment. These include mapping of site characteristics, examination of vital statistics and monitoring of health and environment (e.g. asthma surveillance, lead abatement) among other measures. During this reporting period, the City developed a Green Job Initiative Work Plan in the Brownfields Redevelopment area and assisted with three (3) Incumbent Worker Training applications. The City coordinated the Clearwater Auto Salvage Yard project to include a formulation of a $350,000 loan from the Brownfields Cleanup Revolving Loan Fund program to the CRA to finalize environmental remediation and finalizing and submitting to FDEP Interim Source Removal Completion Report for Site Completion Order. The City held meetings with Clearwater Public Healthcare providers to facilitate dialogue of key findings regarding the City of Clearwater's USEPA Brownfields Public Health Monitoring project and was awarded $64,774 from FDEP for Voluntary Tax Clean-up Credit Program on the Clearwater Auto Salvage Yard project. In addition, the City developed a Health Care Scholarship Program that is a component of the $400,000 Grant Work Program Plan. Brochures were created and distributed to non-profits and libraries. Twenty-five thousand dollars was set aside to assist Brownfield residents who wish to enroll in a Healthcare/Medical Accreditation Program offered at Ultimate Medical Academy. To date, seven (7) students were awarded various scholarships, depending on their field of choice, at a cost of $18,726.50. 11. COMMUNITY DEVELOPMENT The City utilized a strategy of diversification when selecting CDBG eligible activities. Funds in the amount of $185,242 were allocated for administration (including Fair Housing activities), $170,471 for housing activities (rehabilitation, acquisition, disposition, etc.), $330,699 for public facilities and improvements and $169,798 for public services. Furth Prc ram `. -ar L... ER 27 Item # 4 Attachment number 2 Page 28 of 35 a. Nature and Reasons for Any Changes to Objectives There were no changes or amendments to program objectives. b. Assessment of Grantee Efforts to Carryout Planned Actions 1. All resources (CDBG, HOME and SHIP) listed in the Consolidated Plan were obtained. 2. The City supported the Homeless Emergency Project in an application for federal funds. 3. In addition to CDBG, HOME and SHIP funds, the City was successful in obtaining private sector leveraging for new housing construction and financing home purchases. c. Actions of Funds Used Outside the National Objectives All CDBG funds were used for activities that meet the national objectives. d. Acquisition, Rehabilitation and Demolition Narrative Neither the City, nor its subrecipients, acquired or rehabilitated buildings that resulted in the displacement of business, individuals or families as a result of projects funded with CDBG or HOME dollars. All properties that were acquired with CDBG funds were voluntary and mostly vacant parcels. The City's subrecipients purchased all properties acquired during this reporting period. They include Clearwater Neighborhood Housing Service, Inc., Tampa Bay Community Development Corporation, Community Service Foundation, and Habitat for Humanity. When subrecipients become interested in a property they want to acquire, the following steps are required: 1. The subrecipient informs the property owner they are interested in the property. 2. The subrecipient sends out HUD Guide Notice-Disclosures to Sellers with Voluntary, Arm's Length Purchase Offer. 3. The subrecipient informs the owner they do not have the power of Eminent Domain and the purchase would strictly be a voluntary transaction. 4. If the owner is interested in selling the property, an appraisal is obtained. 5. The subrecipient determines just compensation for the property. 6. The subrecipient offers just compensation to the owner. 7. The owner agrees to the offer, the subrecipient may purchase the property. 8. If the offer is not acceptable to the owner, both parties walk away from the deal. Temporary relocation benefits were provided to eligible homeowners while their homes were being rehabilitated. Temporary benefits include moving, storage, temporary rents, and utilities. A total of $20,125 was expended to demolish a deteriorating commercial building in the North Greenwood Neighborhood Revitalization Strategy Area. Furth Prc ram `. -ar L... ER 2 Item # 4 Attachment number 2 Page 29 of 35 e. Economic Development Narrative For FY 2008-09, the City expended $28,286 for Economic Development Program Delivery. The program delivery costs were associated with managing the economic development loan portfolio. These costs include, but are not limited to, collecting on unpaid loans, sending out late notices, maintaining data in the City's financial system, and reevaluating loans. Currently, the City has suspended its Economic Development Revolving Loan Program and is reviewing options on its status. At the end of this reporting period, the balance in the City's Economic Development Revolving Loan Program was $233,066. The City is in the process of establishing a fagade improvement program in the upcoming reporting period. This program will have an initial budget of $80,000 with funds established from the existing revolving loan fund. f. Limited Clientele Narrative The City and its subrecipients maintain files that document all clients who qualify for the limited clientele designation. g. Loans and Other Receivables The City maintains three (3) revolving loan funds. They include the Rehabilitation Revolving Loan Fund to rehabilitate owner-occupied housing, the Economic Development Revolving Loan Fund to provide loans to for-profit businesses, and an Infill Housing Revolving Loan Fund to acquire real property to build new owner- occupied housing. During the reporting year, the Rehabilitation Revolving Loan Fund generated $60,726 in program income. The cash balance at the end of the reporting period was $72,124. The Infill Housing Revolving Loan Fund generated $15,417 in program income. The cash balance at the end of the reporting period was $223,924. The Economic Development Revolving Loan Fund generated $30,410 in program income. The cash balance on hand at the end of the reporting period was $223,006. Please see Financial Summary Report for other loans and receivable information. h. Lump Sum Agreements The City does not provide lump sum drawdowns. 12. NEIGHBORHOOD REVITALIZATION STRATEGY AREAS The City of Clearwater's Neighborhood Revitalization Strategy (NRS) is a component of the City's Five-Year Consolidated Plan. The strategy was established to promote a flexible design in the City's allocation of funds provided by HUD and CDBG to promote innovative programs in economically disadvantaged areas of the City. The NRS provides for enhanced regulatory flexibility in the program requirements for providing CDBG funds for economic development, housing and public service activities. Furth Prc ram `. -ar L... ER 29 Item # 4 Attachment number 2 Page 30 of 35 In terms of economic development relief, the strategy allows job creation or retention efforts by businesses not be hampered by requiring them to track the income of people hired or retained. Economic development activities carried out in the approved neighborhood revitalization areas are also exempt from the aggregate public benefit standards. The relief for public service activities can be viewed in terms of the regulatory requirements that no more than 15% of the total CDBG allocation may be used for public services activities. Under this strategy, all public services offered within the subject neighborhoods and carried out as part of qualified projects by a Community Based Development Organization (CBDO) are exempt from the public service cap of 15%. Therefore, the City will be able to offer a more intensive level of service to stimulate revitalization. This allows the City to address some of the urgent needs of the disadvantaged community by offering job training and other related economic development assistance. In terms of housing relief, the revitalization strategy will allow the City to track scattered site housing units as a single strategy. This will enable the City to provide housing opportunities to not only very-low to low-income families, but to other families who earn between 80-120% of area median income. This will increase the level of affordable housing units and thereby raise the income level of the neighborhood and in the process create a mixed-income community. There are several non-housing factors that cause a blighting influence on communities. They range from vacant boarded structures, to crime, to lack of commercial/retail activities. To help stimulate economic development opportunities within the North Greenwood Neighborhood, the City took several measures to ensure that the neighborhood would be stable. The City built a new 8,000sf library and a state-of-the-art aquatic/recreational center. In addition, the City provided roadway enhancements on Martin Luther King Avenue from Seminole to Palm Bluff Avenue. These were provided from non-federal resources. The NRS includes two (2) different neighborhoods - the North Greenwood Community and South Greenwood Community. They both have their own goals and objectives. The North Greenwood Neighborhood Revitalization Strategy Area has identified the following strategies to improve their neighborhood: • Eliminate poor conditions of structures • Remediate low-level contaminated sites • Reverse declining property values • Expand business opportunities • Create new investment opportunities in the neighborhood • Increase new job training and placement opportunities • Reduce the unemployment rate • Empower neighborhood residents to eliminate crime • Strengthen coordination of community organizations in the redevelopment effort The Lake Belleview (f.k.a. South Greenwood) Neighborhood Revitalization Strategy Area has the same general strategies of the North Greenwood Area. The Lake Belleview area would like to see the following: • Additional educational opportunities of businesses • A new neighborhood training facility Furth Prc ram `. -ar L... ER 0 Item # 4 Attachment number 2 Page 31 of 35 • A new childcare facility • Job training opportunities • A community library • New homes • Better social services • Better collaboration of existing organizations • More crime awareness programs The City has taken several steps over the years to address the strategies in the Neighborhood Revitalization Strategy. Steps include developing a flexible code enforcement program, purchasing and demolishing dilapidated buildings, working with local law enforcement to reduce crime, funding outreach programs and providing loans to small businesses. a. North Greenwood Listed below are projects the City has completed over the past few years in the North Greenwood Neighborhood Revitalization Strategy Area. • North Greenwood Branch Library - (2003) • North Greenwood Recreation/Aquatic Complex - (2003) • North Greenwood Apartments Renovation - (2003) • North Greenwood Corridor Enhancements (2006) • North Greenwood Reclaimed Water In this reporting period, the City provided federal funding for several projects in the North Greenwood Neighborhood Revitalization Strategy Area. They include: Public Service Willa Carson Community Health Center $18,000 Public Service Homeless Emergency Project - Operational $12,000 Public Facility Homeless Emergency Project - Office Development $100,000 Demolition Blue Chi Demolition $20,125 I TOTAL $150,125 The City is continuing their efforts to rehabilitate homes and develop infill housing in the North Greenwood Area. For this reporting period the City provided funding for one (1) infill home and eight (8) rehabilitation loans. b. Lake Belleview The City also is continuing their efforts to rehabilitate homes and develop infill housing in the Lake Belleview Area. For this reporting period the City provided funding for two (2) infill housing loans, two (2) down payment assistance loans, and one (1) rehabilitation loan. In 2004, utilizing $2.9 million in general funds, the City built an aquatic/recreation complex, a skateboard park, a fishing pier on Lake Belleview and new baseball fields. On June 14, 2008, the City of Clearwater partnered with an international organization, Let Them Be Kids, to design and construct a new playground at the Ross Norton Recreation Complex. A volunteer committee led the program and Furth Prc ram `. -ar L... ER 31 Item # 4 Attachment number 2 Page 32 of 35 recruited over 300 volunteers to build the playground and install new landscaping. The community chose to dedicate the playground to Arturo Huerta-Cruz, Clearwater's fallen soldier. In addition to providing much needed recreational opportunities, the playground also served as a catalyst to identify emerging community leaders, and helped bring the community together. The playground cost $200,000 raised from grants and corporate sponsors. c. East Gateway District In 2002, the 260-acre Clearwater Community Redevelopment Area was expanded to encompass 201 acres that included the East Gateway District, a distressed neighborhood that serves as the primary gateway to Clearwater's central business district and beaches. The expansion was viewed as a strategic approach to revitalize East Gateway, leverage public-private partnerships for economic development and housing, achieve stability in residential and business areas and increase redevelopment potential. The 176-acre East Gateway neighborhood is characterized by a mixed land use pattern of residential housing interspersed with pockets of poorly maintained rental properties and outdated strip commercial developments. The commercial sector is burdened with a declining business base, deteriorating infrastructure, a mismatch of uses and vacant storefronts. The neighborhood struggles with code issues, homelessness, high rental rates and a negative image of crime due to problematic land uses and businesses. Significant decreases in traffic volumes, due to the rerouting of a state road in 2005, have affected business activity in the neighborhood and further emphasized the need for a targeted business development and investment strategy. The East Gateway Task Force, comprised of City staff, was formed in 2005 to develop strategies to bring about positive change in the neighborhood. The Task Force conducted a series of focus group meetings and neighborhood events in 2006 to gain an understanding of neighborhood issues, values and preferences. Input received through the public process was used in developing the East Gateway District Five-Year Action Program, which was adopted by the Community Redevelopment Agency at a public meeting on May 13, 2008. The goals of the Action Program are to: • Engage residents, businesses and other neighborhood interests in the creation and implementation of the action program; • Achieve neighborhood stability by addressing the social, economic and physical issues that plague the area; • Establish a unique and positive identity that instills neighborhood pride and sense of ownership; and • Revitalize the neighborhood to attract reinvestment in private property. The Action Program focuses on the following emphasis areas: 1) safety and security: 2) business environment; 3) neighborhood appearance; 4) economic growth and housing; and 5) Hispanic community integration. Generally, the Action Program will be implemented through: • Application of applicable objectives, policies and design guidelines to redevelopment projects during the site plan review process; Furth Prc ram `. -ar L... ER K Item # 4 Attachment number 2 Page 33 of 35 • Use of the Public Amenities Incentive Pool; • Public strategies (e.g., Code revisions or new program to address a neighborhood issue); and • Capital improvements projects (public and private). Action Program activities have been assigned to one of two timeframes for implementation over the five-year program period-Years 1 - 2: FY 07/08-FY 08/09 and Years 3 - 5: FY 09/10-FY 11/12. For action items that address particularly challenging issues (chronically homeless) or are highly dependent on outside forces (real estate market), the timeframe to achieve the desired outcome may extend beyond the five-year program period. Such occurrences will be assessed and reported during the monitoring and evaluation process. On an annual basis in conjunction with the City budgeting process, actions items in the outer years (Years 3-5) will be moved into Years 1-2, as appropriate and feasible. While the City provides leadership, technical capabilities and funding for Action Program implementation, a partnership with community stakeholders is also key to achieving neighborhood goals. A new Public Outreach and Communications Plan guides the Task Force in engaging the diverse neighborhood interests in revitalization efforts. In late 2008, two community groups were organized - the East Gateway Stakeholders Advisory Group and the East Gateway Business and Neighbors Association. The City is currently coordinating with the Hispanic Outreach Center, a local social services agency, to capture input from Hispanic-Latino residents through focus groups discussions. The following accomplishments were noted during this reporting period in the East Gateway Neighborhood Revitalization Strategy Area: • Developed agenda and facilitated six meetings for the 11-member East Gateway Stakeholder Advisory Group (SAG) • Coordinated with East Gateway Business & Neighbors Association (BNA) officers for content of 11 BNA meetings • Maintained tracking report for Five-Year Action Program and coordinated with East Gateway Task Force (5 meetings) • Identified East Gateway sidewalk needs and initiated property owner petition drives for six sidewalk projects • Developed and obtained approval of the HUD East Gateway District Neighborhood Revitalization Strategy • Coordinated consultant services for East Gateway Brownfields Redevelopment Plan and renderings of development scenarios • Developed and obtained approval of East Gateway District Fagade & Building Lot Improvement Program • Processed three (3) consultant contracts and four (4) program applications and held design consultations for fagade projects • Organized two (2) events aimed at bridging cultural differences in East Gateway (Sunday Ciclovia and East Gateway Ice Cream Social) • Obtained $1,400 grant from Tampa Bay Cycle for two bike racks installed in Downtown • Attended Building Plans Review Committee meetings for development proposals in East Gateway • Facilitated SAG meeting which identified issues and strategies regarding neighborhood impacts due to the area's homeless transient population Furth Prc ram `. -ar L... ER 33 Item # 4 Attachment number 2 Page 34 of 35 • Developed and distributed an Annual Progress Report for the East Gateway District Five-Year Action Program • Coordinated with Clearwater Neighborhood Housing Services for planning of a Model Block Project in East Gateway (including approved sidewalk project on Pierce Street). • Attended meetings and provided leadership for BNA subcommittee working on establishing a Mural Arts District in East Gateway • Coordinated with Engineering for Downtown/Beach Gateway project development and solicited design input from City Council, SAG and BNA. • Coordinated with Planning and CRA Director to initiate process to develop a community-based vision for East Gateway's build-out and community character • Joined Clearwater Regional Chamber Hispanic Business Council and assisted in developing programs and conducting outreach for two events-"Hispanic Business Information Night" and "Marketing Your Hispanic Business." • Conducted briefings with front line development review staff in the Planning Department, Building Division and Building Plans Review Committee • Gained a SAG member from the Hispanic community • Assisted BNA in organizing the association's first neighborhood crime walk • Maintained East Gateway District web page providing ready access to the revitalization effort history, documents, news and meeting agenda and meeting summaries • Achieved approval for Five-Year Action Program and funding for FY 07-09 action items • Contributed articles to four (4) issues of Guia de Diversiones • Conducted business visits to inform and be informed • Identified speaker and venue for Landlord/Tenant Rights in Spanish 13. Housing Opportunities for People with AIDS (HOPWA) The City does not receive any HOPWA Funds. 14. MONITORING PLAN All subrecipients will receive federal and local regulations relating to their specific activity, along with an explanation as to how these apply to the particular project. Specific Performance Agreements will be executed with each subrecipient, giving measurable objectives for the eligible activity to be carried out. Each project is monitored on an ongoing basis. Documentation submitted with reimbursement requests is reviewed for compliance with applicable regulations and measurable objectives prior to issuing funds. On-site monitoring of selected subrecipients were scheduled and completed annually by the housing manager. A checklist was completed and reviewed to insure all aspects of the activity are carried out in accordance with applicable regulations. In addition to the above documentation, any subrecipient determined to be in need of and/or requesting additional training on how to meet grantee and federal requirements will receive technical assistance in the form deemed most appropriate to the circumstances by the Assistant Director or Housing Manager. Additional technical assistance, if needed or requested, will be given at the time of the annual monitoring. 1 Furth Prc ram `. -ar L... ER 3 Item # 4 Attachment number 2 Page 35 of 35 To further illustrate the monitoring process, the city uses three main approaches to monitor subrecipients. The first began when during the application process. In this process, subrecipients will provide the city their goals and objectives along with an implementation schedule. If funded, the goals, objectives, budget and implementation schedule is included in their subrecipient agreement with the city. Next the city provides the subrecipient with the format for monthly activity reports. These reports must be completed and returned to the city on monthly bases. Staff of the Housing Division monitors these reports. If the subrecipient is not meeting its goals, technical assistance is provided. Subrecipients who provided housing assistance are monitored on loan-by-loan bases. Each loan is monitored and approved by the city prior to any loan closing to ensure compliance. Lastly, the city provides direct monitoring of all subrecipients annually. New agencies receive two monitoring visits. The first visit is to provide technical assistance to ensure the agency understands the compliance process. The second visit is a detail- monitoring visit from an approved checklist. Agencies who have received funding before are monitored once. The monitoring process began in July and September. During this reporting period, the City provided detailed monitoring of all but three of its subrecipients. As a result of our monitoring efforts, one (1) agency subrecipient agreement was temporarily suspended. The City is offering technical assistance from its Housing Division and Audit Department. The agency will not be allowed to participate in the program until it meets compliance. The three subrecipients that were not monitored during this reporting period were monitored in the earlier reporting period and no findings or concerns were noted. Furth Prc ram `. -ar L...-ER Item # 4 r h'1?41i? f f14? F. rt,l?ltliah+? 1?1- it E aD it a? ?- a? it r r N b- it F- d- c m v m v.??? ?1 f' de?? I? ? ? u? ,k.,:._ 9?I `6_: ,' .2, Pp i i ?? I ? i?? ?' "? ti.... e? ?, `I ?) S { " {' ? m ?M ?&! Al _ 1???4 v iI i 4 ? ? ? i? _?n ??I f; I', II ?t u? ?? I?? ?i'%. I?r, ?'? ?; i,' ? 4 .. ii _? tl?' ?? ,: ?T•.?y br{ ,`? ' 4 h?n_. I r ?? ?, { ?1 I "f r f r'j { ?' ?? 5 I. •, ?--- . ?, i 1 't 1? P _ ? cd y.-? r t-- N I?r it m` d it a? v it a? L_ .r ?- Meeting Date: 12/17/2009 City Council Agenda Council Chambers - City Hall SUBJECT / RECOMMENDATION: Determine that continued City ownership of a vacant residential lot legally described as New Country Club Addition, Block C, South 50 feet lying west of the Section centerline, no longer serves a valid public purpose; declare as surplus for the purpose of selling, and authorize advertising for bid in the minimum amount of $10,000 net, less costs of recording corrective instruments, if any, pursuant to Invitation For Bid 04-10. SUMMARY: The subject lot, together with numerous other lots in Country Club Addition, was conveyed to the Trustees of the City of Clearwater sinking fund on July 17, 1934 for total consideration of $5,000 in a deed executed by the Special Master in Chancery in the Circuit Court, Sixth Judicial Circuit of the State of Florida. The 7,750 square foot lot in the 600 block o North Missouri Avenue has never been developed. It is presently zoned LMDR (Low/Medium Density Residential) and lies contiguous to the north right-of-way line of CSX Railroad that parallels Maple Street extended west from Missouri Avenue. Although the lot was placed on the City's Affordable Housing List in 2008, it was later determined to be unattractive for residential development, as was then removed from the list upon Council's adoption of Resolution 09-41 on November 5, 2009. On November 19, 2009 State Certified Residential Appraiser Fornito and Associates appraised and valued the lot at $10,000, the value reflecting significant external obsolescence due to proximity to the CSX rail corridor and the light industrial uses on the west side of Missouri Avenue. Upon the lot being declared as surplus to City needs, Invitation For Bid 04-10 will be advertised in compliance with City purchasing regulations soliciting market interest in the parcel in the minimum amount of $10,000 net. Review Approval: 1) Legal 2) Clerk 3) Assistant City Manager 4) Clerk 5) City Manager 6) Clerk Cover Memo Item # 5 Attachment number 1 Clearwater SUBJECT: PROPERTY: ISSUE DATE: MAIL BID TO: DELIVER BID TO: BID MUST BE RECEIVED NOT LATER THAN: BID OPENING: NOTE: INVITATION FOR BID 04-10 SALE OF SURPLUS PROPERTY ONE VACANT RESIDENTIAL BUILDING LOT December 21, 2009 CITY OF CLEARWATER PURCHASING DIVISION P. O. BOX 4748 CLEARWATER, FL. 33758-4748 CITY OF CLEARWATER PURCHASING DIVISION 100 SOUTH MYRTLE AVENUE CLEARWATER, FL. 33756 January 20, 2010 - 10:00 A.M. January 20, 2010 - 11:00 A.M. BID MAY NOT BE WITHDRAWN WITHIN 60 DAYS AFTER SUCH TIME AND DATE. Item # 5 Attachment number 1 INVITATION FOR BID 04-10: INFORMATION PACKAGE THE INFORMATION CONTAINED HEREIN IS PROVIDED TO PROSPECTIVE BIDDERS OF SURPLUS REAL PROPERTY OFFERED FOR SALE BY THE CITY OF CLEARWATER, FLORIDA (HEREIN, "CITY"), LEGALLY DESCRIBED AS: NEW COUNTRY CLUB ADDITION, Block C, South 50 feet lying west of the Section centerline, Plat Book 20, Page 64, Public Records of Pinellas County, Florida. SITE ANALYSIS PLOT SIZE: 50 X 155 (7,750 sq. ft. or 0.178 Ac., more or less) IMPROVEMENTS: PROPERTY IS VACANT LAND, NO IMPROVEMENTS TOPOGRAPHY: PROPERTY IS GENERALLY AT OR SLIGHTLY ABOVE STREET GRADE, CLEARED. ZONING: THE PARCEL IS LOCATED IN CITY OF CLEARWATER "LMDR" ZONING DISTRICT (LOW/MEDIUM DENSITY RESIDENTIAL). ZONING IS COMPATIBLE WITH FUTURE LAND USE MAP DESIGNATION "RU" (RESIDENTIAL URBAN). UTILITIES: CITY OF CLEARWATER WATER, SANITARY, SOLID WASTE, FLORIDA POWER ELECTRIC, VERIZON TELEPHONE, TIME WARNER CABLE MILLAGE DISTRICT, CW/ 21.0279 MILLS / UNDER PRIVATE TAXIBLE RATE, GROSS TAXES OWNERSHIP 2009 GROSS TAXES WOULD HAVE FOR 2009: BEEN $657.96. SPECIAL CONDITIONS APPLICABLE TO ALL BIDS MINIMUM BID AMOUNT: $10,000 - NET, LESS COSTS OF RECORDING CORRECTIVE INSTRUMENTS, IF ANY OTHER BID CRITERIA: NONE. RIGHTS RESERVED: THE CITY OF CLEARWATER RESERVES THE RIGHT TO REJECT ALL BIDS. CONTRACT FORM: CONTRACT FOR SALE OF REAL PROPERTY BY THE CITY OF CLEARWATER, FLORIDA (SEE "***DRAFT ONLY' ATTACHED) OTHER EXHIBITS LAND APPRAISAL REPORT - PAGE 4 BID RESPONSE FORM, LOCATOR MAP Item # 5 Attachment number 1 FOR FURTHER INFORMATION CONTACT: EARL BARRETT, REAL ESTATE SERVICES MGR. CLEARWATER MUNICIPAL SERVICES BUILDING 100 SOUTH MYRTLE AVENUE, SUITE 220 CLEARWATER, FLORIDA 33756 PHONE/FAX: (727) 562-4754 (727) 562-4755 EMAIL: Earl. Barrett@MyClearwater.com *DISCLAIMER* ALL INFORMATION CONTAINED HEREIN HAS BEEN OBTAINED FROM SOURCES DEEMED RELIABLE. NONE OF THE INFORMATION, HOWEVER, IS WARRANTED BY THE CITY OF CLEARWATER, IT'S EMPLOYEES, AGENTS, CONTRACTORS, OR ANYONE ACTING BY, FOR OR ON BEHALF OF THE CITY OF CLEARWATER. ANY BIDDER WHO SUBMITS A BID TO THE CITY OF CLEARWATER PURCHASING DEPARTMENT PURSUANT TO INFORMATION, TERMS, CONDITIONS AND RESERVATIONS CONTAINED HEREIN, SHALL BE DEEMED TO HAVE INDEPENDENTLY VERIFIED TO HIS OR HER SATISFACTION ALL INFORMATION UPON WHICH THE BIDDER IS RELYING IN MAKING SUCH SUBMITTAL. A BID SUBMITTAL IN NO WAY OBLIGATES THE CITY OF CLEARWATER TO ACCEPT SUCH BID, NOR DOES SUCH BID SUBMITTAL REPRESENT ANY OBLIGATION ON THE PART OF THE CITY TO ENTER INTO A PURCHASE & SALE CONTRACT WITH ANY BIDDER EXCEPT AS DETERMINED SOLELY BY THE CITY. ANY PURCHASE & SALE CONTRACT DEVELOPED BY MUTUAL AGREEMENT BETWEEN A SUCCESSFUL BIDDER AND THE CITY, THROUGH THE CITY'S EMPLOYEES, AGENTS, CONTRACTORS OR DESIGNEES, SHALL HAVE NO LEGAL VALIDITY UNTIL SUCH TIME AS IT HAS BEEN APPROVED AND ACCEPTED BY THE CLEARWATER CITY COMMISSION IN A REGULARLY SCHEDULED PUBLIC MEETING AND EXECUTED BY DULY AUTHORIZED CITY OFFICIALS. Item # 5 Attachment number 1 ***PRELIMINARY DRAFT ONLY*** **DO NOT COMPLETE OR RETURN WITH BID RESPONSE** CONTRACT FOR SALE OF REAL PROPERTY BYTHE CITY OF CLEARWATER, FLORIDA PARTIES: The CITY OF CLEARWATER, FLORIDA, a Municipal Corporation of the State of Florida (herein "Seller" or "City"), P. O. Box 4748, Clearwater, Florida 33758-4748, ATTENTION: City Manager, Phone: (727) 562-4050, and (herein "Buyer"), of , Florida , Phone: U (collectively "Parties"), hereby agree that the Seller shall sell and Buyer shall buy the following real property ('Real Property") and personal property ('Personalty") (collectively "Property") upon the following terms and conditions. THE "EFFECTIVE DATE" OF THIS CONTRACT IS THE DATE OF EXECUTION BY DULY AUTHORIZED CITY OFFICIALS. TIME IS OF THE ESSENCE IN THIS CONTRACT. Time periods of 5 days or less shall be computed without including Saturday, Sunday, or national legal holidays and any time period ending on a Saturday, Sunday or national legal holiday shall be extended until 5:00 P.M. of the next business day. 1. PROPERTY DESCRIPTION LEGAL DESCRIPTION: NEW COUNTRY CLUB ADDITION, Block C, the South 50 fee lying West of the Section centerline, according to the plat thereof as recorded in Plat Book 20, Page 64, Public Records of Pinellas County, Florida. STREET ADDRESS (City/State/Zip): 600 Block, N. Missouri Avenue, Clearwater, Fl. 33755 PERSONALTY: None (vacant lot) 2. FULL PURCHASE PRICE .............................................................................$ 3. MANNER OF PAYMENT Total amount to be paid at closing in U.S. funds, cash, certified or cashier's check, subject to adjustments and prorations ....................................$ 4. TIME FOR ACCEPTANCE Following execution of this contract by Buyer, the price, terms and conditions as contained herein shall remain unchanged and be held unconditionally open for a period of 45 days following delivery in duplicate original to Earl Barrett, Real Estate Services Manager of the City of Clearwater for acceptance and approval, or rejection by action of the Clearwater City Council ("Council'). If this agreement is accepted and approved by the Council, it will be executed by duly authorized City officials and delivered to Buyer within 15 days thereafter. If the Council upon initial presentation rejects this contract, this contract shall be null and void in all respects and Buyer shall be so informed in writing within 5 days of such action. 5. TITLE Seller shall convey marketable title to the Property by Special Warranty Deed, subject only to matters contained in Paragraph 6 and those otherwise accepted by Buyer. Otherwise title shall be free of liens, easements and encumbrances of record or known to Seller, but subject to property taxes for the year of closing, if any; covenants, restrictions and public utility easements of record; and no others; provided there exists at closing no violation of the foregoing and none of them prevents Buyer's intended use of the Property infill residential development. 6. TITLE EVIDENCE Item # 5 Attachment number 1 Buyer may, at Buyer expense and within 10 days prior to closing date obtain a title insurance commitment issued by a Florida licensed title insurer agreeing to liens, encumbrances, exceptions or qualifications set forth in this Contract, and those which shall be discharged by Seller at or before closing. Seller shall convey a marketable title subject only to liens, encumbrances, exceptions or qualifications set forth in this Contract. Marketable title shall be determined according to applicable Title Standards adopted by The Florida Bar and in accordance with law. Buyer shall have 5 days from receiving evidence of title to examine it. If title is found defective, Buyer shall, within 3 days thereafter, notify Seller in writing specifying defect(s). If the defect(s) render title unmarketable, Seller will have 120 days from receipt of notice within which to remove the defect(s), failing which Buyer shall have the option of either accepting the title as it then is or withdrawing from this Contract. Seller will, if title is found unmarketable, make diligent effort to correct defect(s) in title within the time provided therefore, including the bringing of necessary suits. 7. CERTAIN RIGHTS RESERVED As required by Section 270.11, Florida Statutes, the Seller reserves unto itself and its successors an undivided three-fourths (3/4) interest in, and title in and to an undivided three-fourths (3/4) interest in, all the phosphate, minerals, and metals that are or may be in, on or under the real property described herein, and an undivided one-half (1/2) interest in all the petroleum that is or may be in, on, or under said property with the privilege to mine and develop the same. If the real property being conveyed hereunder is less than 20 contiguous acres, is presently developed and/or there exists future development plans, and there is little likelihood of the presence of any of the minerals or petroleum contemplated by Section 270.11, Florida Statutes, in all such instances the City expressly releases the above described rights. Buyer petition for such release is evidenced by execution of this contract. 8. SURVEY Buyer, at Buyer's expense, within time allowed to deliver evidence of title and to examine same, may have Real Property surveyed and certified to the Buyer, Seller and closing agent by a registered Florida land surveyor. If survey shows any encroachment on Real Property, or that improvements located on Real Property encroach on setback lines, easements, lands of others, or violate any restrictions, contract covenants or applicable governmental regulation, the same shall constitute a title defect. 9. CLOSING PLACE AND DATE Seller shall designate closing agent and this transaction shall be closed in the offices of the designated closing agent in Pinellas County, Florida, on or before 30 days following Effective Date, unless extended by other provisions of this contract. If either party is unable to comply with any provision of this contract within the time allowed, and be prepared to close as set forth above, after making all reasonable and diligent efforts to comply, then upon giving written notice to the other party, time of closing may be extended up to 45 days without effect upon any other term, covenant or condition contained in this contract. 10. CLOSING DOCUMENTS Seller shall furnish deed, bill of sale, mechanic's lien affidavit, assignments of leases, tenant and mortgage estoppel letters, and corrective instruments as applicable to this transaction. Buyer shall furnish closing statement. 11. CLOSING EXPENSES Recordation of the deed and Documentary stamps on the deed, unless this transaction is exempt under Chapter 201.24, Florida Statutes, shall be paid by the Buyer. Seller shall pay the costs of recording any corrective instruments. 12. PRORATIONS: CREDITS If there should exist any taxes, assessments, rent and other revenue specific to the Property, all of such expenses and revenue shall be prorated through the day before closing. If the amount of taxes and assessments for the current year cannot be ascertained, rates for the previous year shall be used with due allowance being made for improvements and exemptions. Any deposits held by Seller in trust for third parties in occupancy of the Property shall be credited to Buyer at time of closing. Assessments for any improvements that are substantially complete at time of closing shall be paid in full by Seller. Item # 5 Attachment number 1 13. PROPERTY CONDITION Seller shall deliver the Property to Buyer at time of closing in its present "as is" condition, ordinary wear and tear excepted, and shall maintain the landscaping and grounds in a comparable condition. Seller makes no warranties other than as disclosed herein and marketability of title. Buyer's covenant to purchase the Property "as is" is more specifically represented in either subparagraph a. or b. as marked [X]. a. [ ] As Is: Buyer has inspected the Property or waives any right to inspect and accepts the Property in its present "as is" condition. [X] As Is With Right of Inspection: Buyer may, at Buyer expense and within 28 days from Effective Date ("Inspection Period"), conduct inspections, tests, environmental and any other investigations of the Property Buyer deems necessary to determine suitability for Buyer's intended use. Seller shall grant reasonable access to the Property to Buyer, its agents, contractors and assigns for the purposes of conducting the inspections provided, however, that all such persons enter the Property and conduct the inspections and investigations at their own risk. Seller will, upon reasonable notice, provide utilities services as may be required for Buyer's inspections and investigations. Buyer shall not engage in any activity that could result in a mechanics lien being filed against the Property without Seller's prior written consent. Buyer may terminate this contract by written notice to Seller prior to expiration of the Inspection Period if the inspections and/or investigations reveal conditions that are reasonably unsatisfactory to Buyer, unless Seller elects to repair of otherwise remedy such conditions to Buyer satisfaction. If this transaction does not close, Buyer agrees, at Buyer expense, to repair all damages to the Property resulting from the inspections and investigations and return the Property to its present condition. 14. SELLER HELD HARMLESS Buyer agrees to indemnify and hold harmless the Seller without limitation from any losses, damages, costs, including attorney's fees, claims of injury to or death of any person(s), any damage to property of Buyer, or the Property, and from and against any and every liability to any person arising from Buyer conduct of inspections, investigations and any other work performed pursuant to Paragraphs 8 and 13 above. 15. RISK OF LOSS [WHEREAPPLICABLEI If the Property is damaged by fire or other casualty before closing and cost of restoration does not exceed 3% of the assessed valuation of the Property so damaged, cost of restoration shall be an obligation of the Seller and closing shall proceed pursuant to the terms of this contract with restoration costs escrowed at closing. If the cost of restoration exceeds 3% of the assessed valuation of the improvements so damaged, Buyer shall have the option of taking the Property "as is", together with either the 3% or any insurance proceeds payable by virtue of such loss or damage, or of canceling this contract. 16. PROCEEDS OF SALE; CLOSING PROCEDURE The deed shall be recorded upon clearance of funds. Proceeds of sale shall be held in escrow by Seller's attorney or by such other mutually acceptable escrow agent for a period of not longer than 5 days from and after closing, during which time evidence of title shall be continued at Buyer's expense to show title in Buyer, without any encumbrances or change which would render Seller's title unmarketable from the date of the last title evidence. If Seller's title is rendered unmarketable through no fault of the Buyer, Buyer shall, within the 5-day period, notify the Seller in writing of the defect and Seller shall have 30 days from the date of receipt of such notification to cure the defect. If Seller fails to timely cure the defect, all funds paid by or on behalf of the Buyer shall, upon written demand made by Buyer and within 5 days after demand, be returned to Buyer and simultaneously with such repayment, Buyer shall return Personalty and vacate Real Property and reconvey it to Seller by special warranty deed. If Buyer fails to make timely demand for refund, Buyer shall take title "as is", waiving all rights against Seller as to any intervening defect except as may be available to Buyer by virtue of warranties contained in the deed. The escrow and closing procedure required by this provision may be waived if title agent insures adverse matters pursuant to Section 627.7841, F.S. (1987), as amended. 17. DEFAULT Item # 5 Attachment number 1 If Buyer fails to perform this contract within the time specified (including payment of all deposit(s)), the deposit(s) paid by Buyer may be retained by or for the account of Seller as agreed upon liquidated damages, consideration for the execution of this contract and in full settlement of any claims; whereupon, Buyer and Seller shall be relieved of all obligations under this contract; or Seller, at Seller option, may proceed in equity to enforce Seller's rights under this contract. If, for any reason other than failure of Seller to make Seller's title marketable after diligent effort, Seller fails, neglects or refuses to perform this contract, the Buyer may seek specific performance or elect to receive the return of Buyer deposit(s) without thereby waiving any action for damages resulting from Seller's breach. 18. RADON GAS NOTIFICATION RADON GAS: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit. 19. CONTRACT NOT RECORDABLE: PERSONS BOUND Neither this contract nor any notice of it shall be recorded in any public records. This contract shall bind and inure to the benefit of the parties and their successors in interest. Whenever the context permits, singular shall include plural and one gender shall include all. 20. NOTICE All notices provided for herein shall be deemed to have been duly given if and when deposited in the United States Mail, properly stamped and addressed to the respective party to be notified, including the parties to this contact, the parties attorneys, escrow agent, inspectors, contractors and all others who will in any way act at the behest of the parties to satisfy all terms and conditions of this contract. 21. ASSIGNABILITY: PERSONS BOUND This contract is [ ] assignable [ ] not assignable. The terms "Buyer", "Seller", and "Broker" (if any) may be singular or plural. This Contract is binding upon Buyer, Seller, and their heirs, personal representatives, successors and assigns (if assignment is permitted). 22. ATTORNEY FEES: COSTS In any litigation arising out of this contract, the prevailing party shall be entitled to recover reasonable attorney's fees and costs. 23. NO BROKER Seller and Buyer represent and agree they have dealt with no Broker or finder in connection with the transactions contemplated hereby. Seller and Buyer further agree to indemnify the other from any damage, liability or expense either may suffer as a result of any claim of a Broker or finder with whom it is determined that the other party has dealt with in contravention of this agreement; except, however, that total City obligations under this provision shall be subject to the limits and restrictions of the Florida sovereign immunity statute, F.S. 768.28. 24. TYPEWRITTEN OR HANDWRITTEN PROVISIONS Typewritten or handwritten provisions shall control all printed provisions of contract in conflict with them. 25. EFFECT OF PARTIAL INVALIDITY The invalidity of any provision of this contract will not and shall not be deemed to affect the validity of any other provision. In the event that any provision of this contract is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision. 26. GOVERNING LAW Item # 5 Attachment number 1 It is agreed by and between the parties hereto that this contract shall be governed by, construed, and enforced in accordance with the laws of the State of Florida. 27. COUNTERPARTS; FACSIMILE COPY This contract may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. A facsimile copy of this contract, including any addendum, attachments and any written modifications hereof, and any initials or signature thereon shall be deemed an original. 28. SPECIAL CLAUSES [ ] Not applicable, OR [ ] An Addendum containing special clauses that constitute agreements and covenants between the parties is attached to and an integral part of this contract and without further acknowledgment is confirmed and accepted by the parties. When any special clause in the Addendum is in conflict with any provision contained elsewhere in this contract, then the special clause shall govern. 29. MERGER BY DEED All covenants, warranties, and representations contained herein shall merge with the deed at time of closing. Upon delivery of deed by the City, and acceptance thereof by Buyer, the Buyer shall hold the City forever harmless thereafter. 30. ENTIRE AGREEMENT Upon execution by Seller and Buyer, this contract shall constitute the entire agreement between the parties, shall supersede any and all prior and contemporaneous written and oral promises, representations or condition in respect thereto. All prior negotiations, agreements, memoranda and writings shall be merged herein. Any changes to be made in this agreement shall only be valid when expressed in writing, acknowledged by the parties and incorporated herein or attached hereto. THIS IS INTENDED TO BE A LEGALLY BINDING CONTRACT. IF NOT FULLY UNDERSTOOD, SEEK THE ADVICE OF AN APPROPRIATE PROFESSIONAL FOR LEGAL, TAX, ENVIRONMENTAL AND OTHER SPECIALIZED ADVICE PRIOR TO SIGNING. BUYER: (Insert Name) Date: 12008. By: Print Name Title APPROVED AND ACCEPTED THIS day of 12010. Countersigned: CITY OF CLEARWATER, FLORIDA Frank V. Hibbard, Mayor Approved as to form: Laura Mahony, Assistant City Attorney By: William B. Horne, II, City Manager ATTEST: Cynthia E. Goudeau, City Clerk Item # 5 Attachment number 1 Attachment number 19410," 12 I 1U?nF 3f - .®._.R ....... .... .. 5 I I F I M ?! ?yl}fry WO Bbt}ck ofN Maud Ave ? vs _r HH Fr I:', 9 E EB D ::1& Gr&cl r;. k a 7 ?: i(Y. a : -i; t" le: NJ.'&. Item # 5 Attachment number 1 BID RESPONSE FORM (04 - 10) PROPERTY DESCRIPTION 7,750 sq. ft. vacant LMDR lot, Pinellas County Parcel 10-29-15-59796-003-0003, Clearwater, Florida. BID AMOUNT: $ FOR QUESTIONS REGARDING THIS BID, CONTACT: EARL BARRETT - REAL ESTATE SERVICES MANAGER PHONE: (727) 562-4754 FAX: (727) 562-4755 F. O. B. CLEARWATER, FLORIDA BIDDER REPRESENTATION I represent that this bid is submitted in compliance with all terms, conditions, specifications and other bid criteria of the INVITATION FOR BID and that I am submitting this bid on my own behalf or am authorized by the prospective owners/principals to execute and submit this bid on behalf of the entities identified below: INDIVIDUAL OR BUSINESS NAME STREET ADDRESS CITY/STATE/ZIP PRINT/TYPE NAME OF AUTHORIZED REPRESENTATIVE (if applicable) DATE BID SUBMITTED FEDERAL IDENTIFICATION NO. (IF APPLICABLE) SIGNATURE OF AUTHORIZED REPRESENTATIVE (if applicable) TELEPHONE NUMBER SUBMITTAL INSTRUCTIONS 1. RETURN "BID RESPONSE FORM" ONLY. 2. ADDRESS TO PURCHASING DIVISION AS SHOWN ON BID COVER PAGE 3. IDENTIFY "RESPONSE: INVITATION FOR BID 23-09" ON ENVELOPE Attachment number 1 SAM PLE: INVITATION FOR BID - RESPONSE ENVELOPE (YOUR RETURN ADDRESS) CITY OF CLEARWATER PURCHASING DIVISION POST OFFICE BOX 4748 CLEARWATER, FL. 33758 - 4748 RESPONSE: INVITATION FOR BID [Insert Bid No.] Item # 5 ?- Meeting Date: 12/17/2009 City Council Agenda Council Chambers - City Hall SUBJECT / RECOMMENDATION: Approve the Annexation, Initial Land Use Plan Designation of Residential Suburban (RS) and Initial Zoning Atlas Designation of Low Density Residential (LDR) District for 3001, 3002, 3008, 3013, 3016, 3021, 3024, 3029, 3032, 3037, 3040, 3045, 3056, 3057, 3069, 3081, and 3093 Crest Drive (The Crest Subdivision in Section 33, Township 28 South, Range 16 East); and pass Ordinances 8124-10, 8125-10 and 8126-10 on first reading. (ATA2009-04002) SUMMARY: The City is bringing this property into its jurisdiction in compliance with the Agreement to Annex (ATA), signed by Ralph N. Coxhead on June 18, 1985. This annexation involves a 9.19 acre property consisting of seventeen parcels of land occupied by 16 single-family dwellings and one vacant lot. The property is located on the west side of McMullen Booth Road, approximately 1,460 feet north of Union Street. The properties are contiguous to existing City boundaries to the north. It is proposed that the properties be assigned a Future Land Use Plan designation of Residential Suburban (RS) and a zoning category of Low Density Residential (LDR). The Planning Department determined that the proposed annexation is consistent with the provisions of Community Development Code Section 4-604.E as follows: The properties currently receive water and sanitary sewer service from the City. The closest sanitary sewer line is located in the adjacent Crest Drive right-of-way. Collection of solid waste will be provided by the City of Clearwater. The properties are located within Police District III and service will be administered through the district headquarters located at 2851 N. McMullen Booth Road. Fire and emergency medical services will be provided to these properties by Station 50 located at 2681 Countryside Blvd. The City has adequate capacity to serve this property with water, sanitary sewer, solid waste, police, fire and EMS service. The proposed annexation will not have an adverse effect on public facilities and their levels of service; and • The proposed annexation is consistent with and promotes the following objective of the Clearwater Comprehensive Plan: Objective A.6.4: Due to the built-out character of the City of Clearwater, compact urban development within the urban service area shall be promoted through application of the Clearwater Community Development Code. Objective A.7.2 Diversify and expand the City's tax base through the annexation of a variety of land uses located within the Clearwater Planning Area. Policy A.7.1.3 Invoke agreements to annex where properties located within enclaves meet the contiguity requirements of Florida Statutes Chapter 171. The proposed RS Future Land Use Plan category is consistent with the current Countywide Plan designation of these properties. This designation primarily permits residential uses at a density of 2.5 units per acre. The proposed zoning district to be assigned to the properties is the Low Density Residential (LDR) District. The use of the subject properties is consistent with the uses allowed in the District, with the exception of four properties which are currently allowed the general agricultural activities use, including the boarding of a maximum of three horses per acre, under the County's code. This use will be allowed for those properties that currently meet the County's provisions. Two properties (3056 and 3093 Crest Drive) are each allowed one horse while another two properties (3069 and 3081 Crest Drive) are each allowed up to three horses. Five of the properties exceed the District's minimum dimensional requirements, and while twelve of the properties do not, these properties do meet the minimum dimensional requirements of the Flexible StandarMevefop°ment process. The proposed annexation is therefore consistent with the Countywide Plan, City's Comprehensivi Ian Community Development Code; and re M • The property proposed for annexation is contiguous to existing City boundaries to the north; therefore the annexation is consistent with Florida Statutes Chapter 171.044. Review Approval: 1) Legal 2) Clerk 3) Assistant City Manager 4) Clerk 5) City Manager 6) Clerk Cover Memo Item # 6 Attachment number 1 Page 1 of 16 LOCATION MAP Owner Multiple Owners Case: ATA2009-04002 The Crest Subdivision: 3001, 3002, 3008, 3013, 3016, 3021, Property 9.189 Site: 3024, 3029, 3032, 3037, 3040, 3045, 3056, 3057, 3069, 3081, Size (Acres): 3093 Crest Drive Land Use From : RS (County) To: RS (City) Zoning R-R (County) LDR (City) PIN: 17 Parcels-see next page Atlas Page: 245A S:APlanning Department\C D B\Annexations\ATA-ANX 2009\ATA2009-04002 - Crest Subdivision\Maps\ATA2009-04002 LOCATION MAP.doc Item # 6 Attachment number 1 Page 2 of 16 PIN: 33-28-16-18973-000-0100 33-28-16-18973-000-0110 33-28-16-18973-000-0120 33-28-16-18973-000-0090 33-28-16-18973-000-0130 33-28-16-18973-000-0080 33-28-16-18973-000-0140 33-28-16-18973-000-0070 33-28-16-18973-000-0150 33-28-16-18973-000-0060 33-28-16-18973-000-0160 33-28-16-18973-000-0050 33-28-16-18973-000-0170 33-28-16-18973-000-0040 33-28-16-18973-000-0030 33-28-16-18973-000-0020 33-28-16-18973-000-0010 S:APlanning Department\C D B\Annexations\ATA-ANX 2009\ATA2009-04002 - Crest Subdivision\Maps\ATA2009-04002 LOCATION MAP.doc Item # 6 Attachment number 1 Page 3 of 16 "fir L!j 16 j,LL.z *4 7x? 'Igo iipk ?- t N + 4^4.,I?'i C' ?Zy Y lam 6 A-? 31 , _?4 r_5 ?1T 4 11W ! C 9(h5 i } A} i ' C '1 ? qF 'YYV I?h y i§ ? y'+Ili AERIAL PHOTOGRAPH Owner Multiple Owners Case: ATA2009-04002 The Crest Subdivision: 3001, 3002, 3008, 3013, 3016, 3021, Property 9.189 Site: 3024, 3029, 3032, 3037, 3040, 3045, 3056, 3057, 3069, 3081, Size (Acres): 3093 Crest Drive Land Use Zoning PIN: 17 Parcels-see next page From : RS (County) R-R (County) To: RS (City) LDR (City) Atlas Page: 245A S:APlanning Department\C D B\Annexations\ATA-ANX 2009\ATA2009-04002 - Crest Subdivision\Maps\ATA2009-04002 AERIAL PHOTOGRAPH.doc Item # 6 Attachment number 1 Page 4 of 16 PIN: 33-28-16-18973-000-0100 33-28-16-18973-000-0110 33-28-16-18973-000-0120 33-28-16-18973-000-0090 33-28-16-18973-000-0130 33-28-16-18973-000-0080 33-28-16-18973-000-0140 33-28-16-18973-000-0070 33-28-16-18973-000-0150 33-28-16-18973-000-0060 33-28-16-18973-000-0160 33-28-16-18973-000-0050 33-28-16-18973-000-0170 33-28-16-18973-000-0040 33-28-16-18973-000-0030 33-28-16-18973-000-0020 33-28-16-18973-000-0010 S:APlanning Department\C D B\Annexations\ATA-ANX 2009\ATA2009-04002 - Crest Subdivision\Maps\ATA2009-04002 AERIAL PHOTOGRAPH.doc Item # 6 Attachment number 1 Page 5 of 16 2249 L/4L/ 2251 .?,". 2250 37 30 N ® ? z 2265 . J 17 2243 LLJ LLJ 224438 29 2245 Q 27 26 8 2237 J 4 O 50 223839 28 J2239 (0 M w t DRAIN EASMT t Co 50 M F M F M 2231 '_ LEANNE CT 1s LEAN NE CT 2245- O M N M N M M M R M R M h - ryW O ' ' 2225 M 21 22 23 24 25 - W 20 DRAIN EASMT J :-- 2725 e - - - . . . . j ;:. O M? p? QOp. 01 ..M, 0 0 Y 300 ( h 1? ' Q ? O -Q ptJ? o M 8 97 3 M _ :. . . ?. ? 2205 - :. 40 C'4 O ro ?o O 10 o M 2199 I 2191 2175 I 2167 2163 PROPOSED ANNEXATION MAP Owner Multiple Owners Case: ATA2009-04002 The Crest Subdivision: 3001, 3002, 3008, 3013, 3016, 3021, Property 9.189 Site: 3024, 3029, 3032, 3037, 3040, 3045, 3056, 3057, 3069, 3081, Size (Acres): 3093 Crest Drive Land Use From : RS (County) To: RS (City) Zoning R-R (County) LDR (City) PIN: 17 Parcels-see next page Atlas Page: 245A S:APlanning Department\C D B\Annexations\ATA-ANX 2009\ATA2009-04002 - Crest Subdivision\Maps\ATA2009-04002 PROPOSED ANNEXATION MAP.doc Item # 6 Attachment number 1 Page 6 of 16 PIN: 33-28-16-18973-000-0100 33-28-16-18973-000-0110 33-28-16-18973-000-0120 33-28-16-18973-000-0090 33-28-16-18973-000-0130 33-28-16-18973-000-0080 33-28-16-18973-000-0140 33-28-16-18973-000-0070 33-28-16-18973-000-0150 33-28-16-18973-000-0060 33-28-16-18973-000-0160 33-28-16-18973-000-0050 33-28-16-18973-000-0170 33-28-16-18973-000-0040 33-28-16-18973-000-0030 33-28-16-18973-000-0020 33-28-16-18973-000-0010 S:APlanning Department\C D B\Annexations\ATA-ANX 2009\ATA2009-04002 - Crest Subdivision\Maps\ATA2009-04002 PROPOSED ANNEXATION MAP.doc Item # 6 Attachment number 1 Page 7 of 16 2249 4zt L 2250 37 2251 30 17 2243 W J - --urNr _ - W 2244 38 29 2245 237 18 ? y J v 26 O a - so 39 22kesi 28 2239 ential Su ?urbq n 'R DRAIN EASMT 2231 19 LEANNE CT LEANNE CT O N O N O M O Q O Q O -- OM". 2225 ? 21 22 23 24 25 W - W - 20 DRAIN EASMT M. • .n.. i an __ 3 nj G - 281 - - - - - - - - (RS) Residential Suburbs - - - - - - - - - - - - - - - 2i7r FUTURE LAND USE MAP Owner Multiple Owners Case: ATA2009-04002 The Crest Subdivision: 3001, 3002, 3008, 3013, 3016, 3021, Property 9.189 Site: 3024, 3029, 3032, 3037, 3040, 3045, 3056, 3057, 3069, 3081 , Size (Acres): 3093 Crest Drive Land Use Zoning PIN: 17 Parcels-see next page From : RS (County) R-R (County) To: RS (City) LDR (City) Atlas Page: 245A S:APlanning Department\C D B\Annexations\ATA-ANX 2009\ATA2009-04002 - Crest Subdivision\Maps\ATA2009-04002 FUTURE LAND USE MAP.doc Item # 6 Attachment number 1 Page 8 of 16 PIN: 33-28-16-18973-000-0100 33-28-16-18973-000-0110 33-28-16-18973-000-0120 33-28-16-18973-000-0090 33-28-16-18973-000-0130 33-28-16-18973-000-0080 33-28-16-18973-000-0140 33-28-16-18973-000-0070 33-28-16-18973-000-0150 33-28-16-18973-000-0060 33-28-16-18973-000-0160 33-28-16-18973-000-0050 33-28-16-18973-000-0170 33-28-16-18973-000-0040 33-28-16-18973-000-0030 33-28-16-18973-000-0020 33-28-16-18973-000-0010 S:APlanning Department\C D B\Annexations\ATA-ANX 2009\ATA2009-04002 - Crest Subdivision\Maps\ATA2009-04002 FUTURE LAND USE MAP.doc Item # 6 Attachment number 1 Page 9 of 16 2249 421 L 2250 37 2251 30 17 2243 W J Z 374 ' - _ ' 2244 38 29 2245 T 7V 711 8 2237 Q J 27 26 O 4 50 2238 39 28 2239 50 O R O DRAIN EASMT Q O ^ 2231 19 LEANNE CT LEANNE CT 1- O: O N O N O M O Q O Q O O". W 2225 r 21 22 23 24 25 O - Z - W - 6J1 20 DRAIN EASMT J I t 1 1 i i 1 1 1 1 1 1 1 1 1 7 1 i t j 1 1 i 1 1 1 1 1 1 1 t i i 1 i t 1 i 1 7 --- - ?? "- ?i ' 7 z: 'II d 40 - - - - - - - - - - - - - - - - - - - - - 11 J7 Z I) T 217, 11P.j ZONING MAP Owner Multiple Owners Case: ATA2009-04002 The Crest Subdivision: 3001, 3002, 3008, 3013, 3016, 3021, Property 9.189 Site: 3024, 3029, 3032, 3037, 3040, 3045, 3056, 3057, 3069, 3081, Size (Acres): 3093 Crest Drive Land Use Zoning PIN: 17 Parcels-see next page From : RS (County) R-R (County) To: RS (City) LDR (City) Atlas Page: 245A S:APlanning Department\C D B\Annexations\ATA-ANX 2009\ATA2009-04002 - Crest Subdivision\Maps\ATA2009-04002 ZONING MAP.doc Item # 6 Attachment number 1 Page 10 of 16 PIN: 33-28-16-18973-000-0100 33-28-16-18973-000-0110 33-28-16-18973-000-0120 33-28-16-18973-000-0090 33-28-16-18973-000-0130 33-28-16-18973-000-0080 33-28-16-18973-000-0140 33-28-16-18973-000-0070 33-28-16-18973-000-0150 33-28-16-18973-000-0060 33-28-16-18973-000-0160 33-28-16-18973-000-0050 33-28-16-18973-000-0170 33-28-16-18973-000-0040 33-28-16-18973-000-0030 33-28-16-18973-000-0020 33-28-16-18973-000-0010 S:APlanning Department\C D B\Annexations\ATA-ANX 2009\ATA2009-04002 - Crest Subdivision\Maps\ATA2009-04002 ZONING MAP.doc Item # 6 Attachment number 1 Page 11 of 16 2249 L4L 12251 2250 37 30 z (? J 17 2243 W z 38 29 2245 2244 ? 18 2237 - - -- -- - J so 2231 19 LEANNE CT N N O O O M M M 21 22 23 ' 2225 q20 40 Q { ?d C m O. Q 7 N Q h M d (O M t`Qj 4 O Q O M 3D02 N n' n.r 8957 3 Z5 o o Q ."'»i Q M 199 N • V' OQ ?. O • i.r a Vacant o ry w Reside?nt]li Improved Agricultural a o .? 7175 Si>r?gle Family ingle' Residential F ilk Vacant 2187 Res] ential Residential EXISTING SURROUNDING USES MAP Owner Multiple Owners Case: ATA2009-04002 Site: The Crest Subdivision: 3001, 3002, 3008, 3013, 3016, 3021, 3024, 3029, 3032, 3037, 3040, 3045, 3056, 3057, 3069, 3081, 3093 Crest Drive Property Size (Acres): 9.189 Land Use Zoning From : RS (County) R-R (County) PIN: 17 Parcels-see next page To: RS (City) LDR (City) Atlas Page: 245A S:APlanning Department\C D B\Annexations\ATA-ANX 2009\ATA2009-04002 - Crest Subdivision\Maps\ATA2009-04002 EXISTING SURROUNDING USES MAP.doc Item # 6 Attachment number 1 Page 12 of 16 PIN: 33-28-16-18973-000-0100 33-28-16-18973-000-0110 33-28-16-18973-000-0120 33-28-16-18973-000-0090 33-28-16-18973-000-0130 33-28-16-18973-000-0080 33-28-16-18973-000-0140 33-28-16-18973-000-0070 33-28-16-18973-000-0150 33-28-16-18973-000-0060 33-28-16-18973-000-0160 33-28-16-18973-000-0050 33-28-16-18973-000-0170 33-28-16-18973-000-0040 33-28-16-18973-000-0030 33-28-16-18973-000-0020 33-28-16-18973-000-0010 S:APlanning Department\C D B\Annexations\ATA-ANX 2009\ATA2009-04002 - Crest Subdivision\Maps\ATA2009-04002 EXISTING SURROUNDING USES MAP.doc Item # 6 1 }fM ?. M a T .' L 8 ie t . '? sal M Looking west at the entrance . 7 f? ¦ 00 I Looking west at Crest Drive S' - r ` uW15 N. T 4 ti taw Looking south at 3013 and 3001 Crest Drive Looking northwest at 3002 and 3M; Crest Drive ATA2009-04002 Crest Subdivison Crest Drive Page 1 of 4 Item # 6 Attachment number 1 Page 13 of 16 Attachment number 1 Remaining photographs look east along Crest Drive, starting at Western t&ffiih41f4 16 v A r. ,ell Looking east along Crest Drive 'y x J )?R i d J , Looking at 3021 Crest Drive NOV. 1d. ; r r, 1 tt a? G f Looking at 3024 Crest Drive Looking at 3029 Crest Drive k 1 f s ? L 7 ,? ?Y Looking at 3032 Crest Drive Looking at 3040 Crest Drive ATA2009-04002 Crest Subdivison Item # 6 Crest Drive Page 2 of 4 b max, r d f?4 a ID 1 Mal r ? 1 Looking it 30 37 Crrt Dri er gk. .- ?tA f •? V? -? p Looking at 3056 Crest Drive Looking northeast along Crest Drive 'P7 Xl? a ? N " r i„ r 7I Looking at 3069 Crest Drive ATA2009-04002 Crest Subdivison Crest Drive Page 3 of 4 y, Looking it 3041 mid 3U?7 Crr t Drier Attachment number 1 Page 15 of 16 Looking at fence along Crest Drive Item # 6 i w? k t r WE 7, ! Looking rest don-, Cast Drier Looking at 3081 Crest Drive F d'T f, rt t IN ?Ah 9 s y? 1R rv.. Looking at 3093 Crest Drive ATA2009-04002 Crest Subdivison Crest Drive Page 4 of 4 Item # 6 Attachment number 1 Paqe 16 of 16 Attachment number 2 Page 1 of 2 ORDINANCE NO. 8124-10 AN ORDINANCE OF THE CITY OF CLEARWATER, FLORIDA, ANNEXING CERTAIN REAL PROPERTY LOCATED ON THE WEST SIDE OF MCMULLEN BOOTH ROAD AND THE EAST SIDE OF LANDMARK DRIVE APPROXIMATELY 1,460 FEET NORTH OF UNION STREET AND 460 FEET SOUTH OF RENAISSANCE DRIVE, CONSISTING OF A PORTION OF SECTION 33, TOWNSHIP 28 SOUTH, RANGE 16 EAST, WHOSE POST OFFICE ADDRESSES ARE 3001, 3002, 3008, 3013, 3016, 3021, 3024, 3029, 3032, 3037, 3040, 3045, 3056, 3057, 3069, 3081 AND 3093 CREST DRIVE, INTO THE CORPORATE LIMITS OF THE CITY, AND REDEFINING THE BOUNDARY LINES OF THE CITY TO INCLUDE SAID ADDITION; PROVIDING AN EFFECTIVE DATE. WHEREAS, the owner of the real property described herein and depicted on the map attached hereto as Exhibit A has petitioned the City of Clearwater to annex the property into the City pursuant to Section 171.044, Florida Statutes, and the City has complied with all applicable requirements of Florida law in connection with this ordinance; now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CLEARWATER, FLORIDA: Section 1. The following-described property is hereby annexed into the City of Clearwater and the boundary lines of the City are redefined accordingly: See attached legal description (ATA2009-04002) Section 2. The provisions of this ordinance are found and determined to be consistent with the City of Clearwater Comprehensive Plan. The City Council hereby accepts the dedication of all easements, parks, rights-of-way and other dedications to the public, which have heretofore been made by plat, deed or user within the annexed property. The City Engineer, the City Clerk and the Planning Director are directed to include and show the property described herein upon the official maps and records of the City. Section 3. Notwithstanding any current or future provision of the City of Clearwater Community Development Code, the property owners shall have the right to engage in the permitted use of "general agricultural activities" which is currently allowed pursuant to Pinellas County Code Section 138-432(1) within the Pinellas County R-R, Residential Rural, Zoning District. Section 4. This ordinance shall take effect immediately upon adoption. The City Clerk shall file certified copies of this ordinance, including the map attached hereto, with the Clerk of the Circuit Court and with the County Administrator of Pinellas County, Florida, within 7 days after adoption, and shall file a certified copy with the Florida Department of State within 30 days after adoption. PASSED ON FIRST READING Item # 6 Ordinance No. 8124-10 Attachment number 2 Page 2 of 2 PASSED ON SECOND AND FINAL READING AND ADOPTED Frank V. Hibbard Mayor Approved as to form: Leslie K. Dougall-Sides Assistant City Attorney Attest: Cynthia E. Goudeau City Clerk 2 Ordinance No.IMJII Attachment number 3 Page 1 of 1 ORDINANCE NO. 8125-10 AN ORDINANCE OF THE CITY OF CLEARWATER, FLORIDA, AMENDING THE FUTURE LAND USE PLAN ELEMENT OF THE COMPREHENSIVE PLAN OF THE CITY, TO DESIGNATE THE LAND USE FOR CERTAIN REAL PROPERTY LOCATED ON THE WEST SIDE OF MCMULLEN BOOTH ROAD AND THE EAST SIDE OF LANDMARK DRIVE APPROXIMATELY 1,460 FEET NORTH OF UNION STREET AND 460 FEET SOUTH OF RENAISSANCE DRIVE, CONSISTING OF A PORTION OF SECTION 33, TOWNSHIP 28 SOUTH, RANGE 16 EAST, WHOSE POST OFFICE ADDRESSES ARE 3001, 3002, 3008, 3013, 3016, 3021, 3024, 3029, 3032, 3037, 3040, 3045, 3056, 3057, 3069, 3081 AND 3093 CREST DRIVE, UPON ANNEXATION INTO THE CITY OF CLEARWATER, AS RESIDENTIAL SUBURBAN (RS); PROVIDING AN EFFECTIVE DATE. WHEREAS, the amendment to the future land use plan element of the comprehensive plan of the City as set forth in this ordinance is found to be reasonable, proper and appropriate, and is consistent with the City's comprehensive plan; now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CLEARWATER, FLORIDA: Section 1. The future land use plan element of the comprehensive plan of the City of Clearwater is amended by designating the land use category for the hereinafter described property, upon annexation into the City of Clearwater, as follows: Property Land Use Category See attached legal description (ATA2009-04002) Residential Suburban (RS) Section 2. The City Council does hereby certify that this ordinance is consistent with the City's comprehensive plan. Section 3. Notwithstanding any current or future provision of the City of Clearwater Community Development Code, the property owners shall have the right to engage in the permitted use of "general agricultural activities" which is currently allowed pursuant to Pinellas County Code Section 138-432(1) within the Pinellas County R-R, Residential Rural, Zoning District. Section 4. This ordinance shall take effect immediately upon adoption, contingent upon and subject to the adoption of Ordinance No. 8124-10. PASSED ON FIRST READING PASSED ON SECOND AND FINAL READING AND ADOPTED Approved as to form: Frank V. Hibbard Mayor Attest: Leslie K. Dougall-Sides Cynthia E. Goudeau Assistant City Attorney City Clerk Item # 6 Ordinance No. 8125-10 Attachment number 4 Page 1 of 2 ORDINANCE NO. 8126-10 AN ORDINANCE OF THE CITY OF CLEARWATER, FLORIDA, AMENDING THE ZONING ATLAS OF THE CITY BY ZONING CERTAIN REAL PROPERTY LOCATED ON THE WEST SIDE OF MCMULLEN BOOTH ROAD AND THE EAST SIDE OF LANDMARK DRIVE APPROXIMATELY 1,460 FEET NORTH OF UNION STREET AND 460 FEET SOUTH OF RENAISSANCE DRIVE, CONSISTING OF A PORTION OF SECTION 33, TOWNSHIP 28 SOUTH, RANGE 16 EAST, WHOSE POST OFFICE ADDRESSES ARE 3001, 3002, 3008, 3013, 3016, 3021, 3024, 3029, 3032, 3037, 3040, 3045, 3056, 3057, 3069, 3081 AND 3093 CREST DRIVE, UPON ANNEXATION INTO THE CITY OF CLEARWATER, AS LOW DENSITY RESIDENTIAL (LDR); PROVIDING AN EFFECTIVE DATE. WHEREAS, the assignment of a zoning district classification as set forth in this ordinance is found to be reasonable, proper and appropriate, and is consistent with the City's comprehensive plan; now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CLEARWATER, FLORIDA: Section 1. The following described property located in Pinellas County, Florida, is hereby zoned as indicated upon annexation into the City of Clearwater, and the zoning atlas of the City is amended, as follows: Property Zoning District See attached legal description (ATA2009-04002) Low Density Residential (LDR) Section 2. The City Engineer is directed to revise the zoning atlas of the City in accordance with the foregoing amendment. Section 3. Notwithstanding any current or future provision of the City of Clearwater Community Development Code, the property owners shall have the right to engage in the permitted use of "general agricultural activities" which is currently allowed pursuant to Pinellas County Code Section 138-432(1) within the Pinellas County R-R, Residential Rural, Zoning District. Section 4. This ordinance shall take effect immediately upon adoption, contingent upon and subject to the adoption of Ordinance No. 8124-10. PASSED ON FIRST READING Item # 6 Ordinance No. 8126-10 Attachment number 4 Page 2 of 2 PASSED ON SECOND AND FINAL READING AND ADOPTED Approved as to form: Leslie K. Dougall-Sides Assistant City Attorney Frank V. Hibbard Mayor Attest: Cynthia E. Goudeau City Clerk Ordinance No.l el 10 ?- Meeting Date: 12/17/2009 City Council Agenda Council Chambers - City Hall SUBJECT / RECOMMENDATION: Approve an amendment to the previously approved development order for the Park Place Development of Regional Impact (DRI) through the Notification of Proposed Change (NOPC) process to allow retail floor area for Parcel 7 to be converted into office floor area; establish additional retail floor area for Parcels 7 and 9; and recognize the extension of the build-out and termination dates of the DRI until December 31, 2011, and Pass Ordinance 8128-10 on first reading. SUMMARY: The Park Place Development of Regional Impact (DRI) consists of eleven parcels of land totaling 99.13 acres that are regulated by a development order and a Master Development Plan commonly referred to as Map H. Map H identifies the locations of the various parcels as well as the type of use permitted for the parcels and its related development potential (i.e. density or intensity). Several amendments to the DRI have been approved since its creation via the adoption of Ordinance 3205-83 on September 1, 1983 (a full history of the past amendments is included in the CDB staff report). The most recent request to amend the DRI was received on August 24, 2009, from the owner of Parcel 7 to accomplish the following: • Adoption of a land use conversion factor for Parcel 7 for the conversion of retail commercial development to office development; • Allocation of a total of 55,278 square feet of approved retail commercial development potential to Parcel 7; • Allocation of a total of 10,200 square feet of retail commercial development potential to Parcel 9; and • Recognition of the extension of the build-out and termination dates of the DRI until December 31, 2011, as per Senate Bill 360. The request includes a land use conversion factor allowing retail floor area to be converted into office floor area out of a desire on the part of the applicant to be able to redevelop the property to office use. It is noted that similar conversion factors are already allowed on other Parcels within the DRI. The allocation of 55,278 square feet of retail commercial development potential is already allowed between Parcels 7 and 9 and is reflected on the current Map H; however there has been some confusion as to whether this potential is only for Parcel 7. The NOPC would eliminate any potential further confusion by allocating all 55,278 square feet of development potential to Parcel 7 and establishing an additional 10,200 square feet of development potential (that is not currently allocated to the DRI) on Parcel 9. This new development potential would account for all currently approved/constructed improvements on Parcel 9. The Community Development Board (CDB) staff report, contains further information on the proposed amendment. The Community Development Board (CDB) reviewed the request at its public hearing of November 17, 2009, and the amendment was recommended for approval without comments. Review Approval: 1) Office of Management and Budget 2) Legal 3) Clerk 4) Assistant City Manager 5) Clerk 6) City Manager 7) Clerk Cover Memo Item # 7 Attachment number 1 Page 1 of 9 ORDINANCE NO. 8128-10 AN ORDINANCE OF THE CITY OF CLEARWATER, FLORIDA, AMENDING ORDINANCE NO. 3205-83, AS AMENDED BY ORDINANCE NO. 3287-83, ORDINANCE NO. 5142-91, ORDINANCE NO. 5722- 95, ORDINANCE NO. 6107-96, ORDINANCE NO. 6678-01, AND ORDINANCE NO. 7215-03, A DEVELOPMENT ORDER ISSUED PURSUANT TO CHAPTER 380, FLORIDA STATUTES, FOR PARK PLACE, A DEVELOPMENT OF REGIONAL IMPACT; PROVIDING FINDINGS OF FACT; PROVIDING CONCLUSIONS OF LAW; INCORPORATING A REVISED MAP H/MASTER DEVELOPMENT PLAN; PROVIDING A CONVERSION FACTOR FOR RETAIL AND OFFICE DEVELOPMENT IN PARCEL 7; ALLOCATING RETAIL DEVELOPMENT TO PARCEL 7; ADDING RETAIL DEVELOPMENT TO PARCEL 9; EXTENDING THE BUILDOUT DATE AND TERMINATION DATE PURSUANT TO SECTION 380.06(19)(C), FLORIDA STATUTES; DETERMINING THAT SAID AMENDMENTS ARE CONSISTENT WITH THE ADOPTED COMPREHENSIVE PLAN; PROVIDING FOR PROPER NOTICE OF PROPOSED ENACTMENT; AND PROVIDING FOR THE EFFECTIVE DATE. WHEREAS, on September 1, 1983, the City Commission adopted Ordinance No. 3205-83 (the "Development Order") which ordinance constitutes a development order for Park Place, a development of regional impact, affecting the property described on Exhibit "A" attached hereto and incorporated herein (the "Development"); and WHEREAS, on October 20, 1983, the City Commission adopted Ordinance No. 3287-83, an amendment to the Development Order and readopted Ordinance No. 3287-83 on December 8, 1983; and WHEREAS, on December 19, 1991, the City Commission adopted Ordinance No. 5142-91, an Amendment to the Development Order; and WHEREAS, on January 19, 1995, the City Commission adopted Ordinance No. 5722-95, an Amendment to the Development Order; and WHEREAS, on November 21, 1996, the City Commission adopted Ordinance No. 6107-96, an Amendment to the Development Order; and Ordinance No. 81YMM # 7 Attachment number 1 Page 2 of 9 WHEREAS, on February 1, 2001, the City Commission adopted Ordinance No. 6678-01, an Amendment to the Development Order; and WHEREAS, on January 15, 2004, the City Commission adopted Ordinance 7215-03, an Amendment to the Development Order; and WHEREAS, on March 25, 2009, Glenborough LLC, a Florida limited liability company, the owners of certain undeveloped areas of the Development, filed an application entitled "Notification of a Proposed Change to a Previously Approved Development of Regional Impact ("DRI") pursuant to Subsection 380.06(19), Florida Statutes" (the "NOPC") with the City of Clearwater (the "City"), with copies provided to the Tampa Bay Regional Planning Council (the "TBRPC") and the Florida Department of Community Affairs (the "DCA"); and WHEREAS, the NOPC proposes to amend the Development Order to (i) incorporate a revised Map H/Master Development Plan as shown in Exhibit "B", attached hereto and incorporated herein; (ii) provide a land use conversion factor for Parcel 7 for the conversion of approved retail commercial development to office development; (iii) allocate 55,278 square feet of previously approved retail to Parcel 7; (iv) add 10,200 square feet of retail to Parcel 9; (v) recognize the extension of the buildout date to December 31, 2011, pursuant to Section 380.06(19)(c), Florida Statutes; and (vi) recognize the extension of the termination date for this Development Order to December 31, 2011 pursuant to Section 380.06(19)(c), Florida Statutes.; and WHEREAS, the Proposed Changes, combined with previous amendments to the Development Order, are presumed to create a substantial deviation, pursuant to Subsection 380.06(19), Florida Statutes; and WHEREAS, the NOPC has satisfactorily addressed all regional issues related to the Development and the presumption of a substantial deviation has been rebutted; and WHEREAS, the City Council, as the governing body of the local government having jurisdiction pursuant to Chapter 380, Florida Statutes, is authorized and empowered to consider applications for proposed changes to previously approved DRIs; and WHEREAS, the public notice requirements of Chapter 380, Florida Statutes, and the City have been satisfied; and WHEREAS, the City Council has reviewed the NOPC, as well as all related testimony and evidence submitted by each party and members of the general public. 2 Ordinance No. 8128-10 Item # 7 Attachment number 1 Page 3 of 9 BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CLEARWATER, FLORIDA: Section 1. Introduction - This Ordinance shall constitute an amendment to the Park Place Development Order as previously amended. Section 2. Findings - The City Council, having received all related comments, testimony and evidence submitted by each party and members of the general public, finds that there is substantial competent evidence to support the following findings of fact: A. The Park Place Development Order, as adopted by Ordinance No. 3205-83, and amended by Ordinances No. 3287-83, No. 5142-91, No. 5722-95, No. 6107-96, No. 6678-01 and No. 7215-03, is a valid final development order within the provisions of Section 163.3167(8), Florida Statutes, affecting the property described on Exhibit "A" attached hereto and incorporated herein. B. Glenborough LLC, a Florida limited liability company, the owners of undeveloped portions of the DRI, have proposed the following amendments to the Development Order: 1. incorporating a revised Map H/Master Development Plan, as shown on Exhibit "B" attached hereto and incorporated herein; and 2. adding a land use conversion factor for Parcel 7 for the conversion of approved retail commercial development to office development; and 3. allocating 55,278 square feet of previously approved retail to Parcel 7; and 4. adding 10,200 square feet of retail to Parcel 9; and 5. recognizing the extension of the buildout date to December 31, 2011, pursuant to Section 380.06(19)(c), Florida Statutes; and 6. recognizing the extension of the termination date for this Development Order to December 31, 2011 pursuant to Section 380.06(19)(c), Florida Statutes; and 7. Modifying certain provisions of the Development Order to be consistent with changes described in the NOPC. 3 Ordinance No. 8128-10 Item # 7 Attachment number 1 Page 4 of 9 C. A comprehensive review of the impacts generated by the Proposed Changes, together with all previous amendments, has been conducted by the City's departments, the TBRPC and the DCA. D. The Proposed Changes are not located in an area of critical state concern designated as such pursuant to Section 380.05, Florida Statutes (1993). E. The Proposed Changes, together with all previous amendments, do not increase the external traffic impact of the development, nor do they create additional impacts on other public facilities, including water, wastewater, drainage, recreation and mass transit, from the original projections set forth in the Application for Development Approval ("ADA"), with the exception of solid waste which requires additional capacity to be available when required for development on Parcel 7 in excess of the equivalent of 79,010 square feet of office. F. The Proposed Changes hereby approved are determined not to be a substantial deviation to the Development Order. Section 3. Conclusions of Law - The City Council, having made the above findings of fact, reaches the following conclusions of law: A. The Development, as local comprehensive plan and local which it was developed. built to date, is consistent with the land development regulations under B. The Development, as modified herein, and as depicted on the revised Map H/Master Development Plan, attached hereto as Exhibit "B," will not unreasonably interfere with the achievement of the objectives of the adopted state land development plan applicable to the area. C. The Proposed Changes are consistent with the local land development regulations currently in effect. D. The Proposed Changes, together with all previous amendments, do not create a reasonable likelihood of additional impact or any type of regional impact not previously reviewed by the TBRPC and DCA, over those treated under the Development Order. The Proposed Changes, therefore, do not constitute a "substantial deviation" from the Development Order, pursuant to Chapter 380.06, Florida Statutes. The Proposed Changes are exempt from the provisions of Ordinance No. 4983-90, City of Clearwater and the Park Place DRI remains vested thereunder. 4 Ordinance No. 8128-10 Item # 7 Attachment number 1 Page 5 of 9 E. Nothing herein shall limit or modify the rights originally approved by the Development Order or the protection afforded under Section 163.3167(8), Florida Statutes, except to the extent that specific rights and protections are limited or modified by the Proposed Changes to the Development Order as approved by this ordinance. F. The Proposed Changes are within the threshold guidelines of Ordinance No. 4983-90 of the City, relating to determinations of vested development rights, and the Park Place DRI remains vested thereunder. G. These proceedings have been duly conducted pursuant to applicable law and regulations, and based upon the record in these proceedings, the various departments of the City, Glenborough LLC, and other owners of the Development are authorized to approve/conduct development as described herein. H. The review by the City, the TBRPC, and other participating agencies and interested citizens reveals that impacts are adequately addressed pursuant to the requirements of Chapter 380, Florida Statutes. Section 4. Order - Having made the above findings of fact and drawn the above conclusions of law, it is ordered that the Development Order be amended as follows: A. The Conceptual Plan described in Sections 4.A. and 4.J. of the Development Order is amended to be as shown on Exhibit "B" attached hereto and incorporated herein. All references to the Conceptual Plan set forth in the Development Order shall refer to the Map H/Master Development Plan attached hereto as Exhibit "B." B. Subsection 4.C. of the Development Order is amended to read: 4.C. The Project is approved for 390 multi-family dwelling units and a total floor area of 659,259 square feet, comprised of 467,939 square feet of office use, 100,000 square feet of industrial use and 91,320 square feet of retail commercial use, subject to the conversion factors set forth in Subsection 4.A.A. The approved development rights are allocated among the parcels as shown on Map H/Master Development Plan, attached hereto as Exhibit "B." The owner of a parcel to which development rights are allocated may assign all or part of those development rights to another parcel or parcels so long as the land use designation of the parcel to which the assignment is made permits development of the rights assigned. The permitted maximum floor area is to be approved subject to the FAR limitations set forth below. 5 Ordinance No. 8128-10 Item # 7 Attachment number 1 Page 6 of 9 C. Subsection 4.C.2. of the Development Order is deleted in its entirety. D. Subsection 4.A.A. of the Development Order is amended to add the following: A conversion factor to permit 1,000 square feet of retail commercial development to be converted to 2,449 square feet of office development is hereby established for the retail commercial area shown as Parcel 7 on Exhibit "B." This conversion factor is set forth in the following table: LAND USE TRADE-OFF RATES PARCEL 7 EXISTING DEVELOPMENT MAY BE CONVERTED TO: 1,000 sq. ft. Retail 2,449 sq. ft. Office Notwithstanding the foregoing, development on Parcel 7 shall be limited as follows: MINIMUM MAXIMUM Office 0 135,376 square teet of Moor area Thirty (30) days prior to issuance of any permit which utilizes the conversion factors, DCA and TBRPC shall receive notice, from the Developer, of the proposed use of the conversion ratio. If the cumulative amount of any development on Parcel 7 exceeds the equivalent of 79,010 square feet of office, then the Developer shall provide documentation to the City and TBRPC that additional solid waste capacity is available to serve the additional solid waste demand generated by the development. E. The build-out date is extended to December 31, 2011 pursuant to Section 380.06(19)(c), Florida Statutes. F. The termination date is extended to December 31, 2011 pursuant to Section 380.06(19)(c), Florida Statutes. G. The amendments stated herein, together with all previous amendments, do not constitute a substantial deviation, pursuant to Chapter 380.06, Florida Statutes. H. Nothing herein shall limit or modify the rights originally approved by the Development Order or the protection afforded under 6 Ordinance No. 8128-10 Item # 7 Attachment number 1 Page 7 of 9 Section 163.3167(8), Florida Statutes, except to the extent that specific rights and protections are limited or modified by the proposed amendments to the Development Order as approved by this ordinance. 1. The City Clerk shall send copies of this ordinance, within five (5) days after passage of this ordinance on second reading to Glenborough LLC, DCA and TBRPC. J. This ordinance shall be deemed rendered upon transmittal of copies hereof to TBRPC and DCA. K. Notice of adoption of this ordinance shall be recorded by the Developer in the public records of Pinellas County, Florida, as provided in Section 380.06, Florida Statutes. Section 5. Effective Date. This ordinance shall take effect when filed as provided by law, unless this ordinance is appealed, in which event this ordinance shall not take effect until such appeal has been decided. PASSED ON FIRST READING PASSED ON SECOND READING FINAL READING AND ADOPTED Frank V. Hibbard Mayor Approved as to form: Attest: Leslie K. Dougall-Sides Cynthia E. Goudeau Assistant City Attorney City Clerk 7 Ordinance No. 8128-10 Item # 7 Attachment number 1 Page 8 of 9 EXHIBIT "A" TO ORDINANCE NO. 8128-10 LEGAL DESCRIPTION OF PARK PLACE Commence at the center of Section 17, Township 29 South, Range 16 East, Pinellas County, Florida and go S 89°46'01" W, 660.00 feet, along the South boundary of the Northwest 1/4 of said Section 17 (the East-West centerline of said Section 17;) thence N 00°19'21" W, 50.00 feet, to a point on the North right- of-way line of Gulf-to-Bay Boulevard - State Road 60 for a POINT OF BEGINNING; thence, following said North right-of-way line, S 89°46'01" W, 58.49 feet; thence N 00°13'59" W, 10.00 feet; thence S 89°46'01" W, 1319.21 feet; thence, leaving said North right-of-way line, N 01 004'04" E, 599.99 feet; thence S 89°46'01" W, 198.43 feet; thence N 00°52'21" E, 554.70 feet; thence S 89°54'49" W, 400.06 feet, to a point on the East right-of-way line of U.S. Highway 19; thence, following said East right-of-way line, N 01 °04'04" E, 28.15 feet; thence along a curve to the right that has a radius of 192.00 feet, an arc length of 72.82 feet, a chord length of 72.39 feet, a chord bearing of N 11 °56'04" E, thence N 22°47'58" E, 11.93 feet; thence along a curve to the left that has a radius of 238.00 feet, an arc length of 16.13 feet, a chord length of 16.13 feet, a chord bearing of N 20°51'27" E, to a point on the North boundary of the Southwest 1/4 of the Northwest 1 /4 of said Section 17; thence, leaving said East right-of-way line of U.S. Highway 19, N 89°54'49" E, 1222.19 feet, along the North boundary of the Southwest 1 /4 of the Northwest 1 /4 of said Section 17 to the Southwest corner of the Northeast 1 /4 of the Northwest 1 /4 of said Section 17; thence N 00°22'28" E, 1337.33 feet, along the West boundary of the Northeast 1/4 of the Northwest 1 /4 of Section 17 to the Northwest corner of said Northeast 1 /4 of the Northwest 1/4; thence S 89°56'11" E, 1312.06 feet, along the North boundary of said Northeast 1 /4 of the Northwest 1 /4 to a point on the West right-of-way line of Hampton Road - County Road 144; thence S 00°19'21" E, 2337.71 feet, along said West right-of-way line; thence S 89°46'01" W, 627.00 feet; thence S 00°10'21" E, 280.00 feet, to the POINT OF BEGINNING, containing 99.133 acres, more or less. Subject to easements and rights-of-way of record. Information taken from survey by Lloveras, Baur & Stevens, Consulting Engineers-Land Surveyors, Clearwater, Florida, February 23, 1982. 8 Ordinance No. 8128-10 Item # 7 Attachment number 1 Page 9 of 9 EXHIBIT "B" TO ORDINANCE NO. 8128-10 Map H / Master Development Plan Ordinance No. 8128-10 Item # 7 F ?w qO m w 1 >oz9Wq oz Uv ww ?aO O v?p? w? wwxU00x ?xU a H a Ou` w°a., U, ?a wQw ??wa ?OU 006 QLz LLr w!?v wGaO w w0? ?? x 14 '14 z aLL H???UJ ?wzW O WO p wo?j W?U w?>" o Ana OwO> p w Ga a Roa as z m ao? ozxaQ a0.Qo x > ¢?ww?p ??Q o m 00 0 ?-z° OU aw w=SON p d0?R U>> O m m O O in ZaZ R OwRi 0) CY) Q m a m N 0OZ d?UW O a-? Ww d? N o? o?uw 4, ?'? O?wwQ W?xw ooh v Q? ?ONp w? owl oa¢x0 QQOq 1Owa a ¢wa?° Ow H? w? o?w7? N ?wwE-,P oov a o LU ?¢?0?¢ w?v ??w a_?wN? ww w w Hw n w >?o GaaR zxpw>U? ?????mwwp; o J (if ??wz? ??]Oa OQZ? wQ ?zOwzw? pQq a LL, z o O a°= aOa OwapOw v away ?O ?w> Ow?w vow a O z g aaw OO H,>O OU ? J w x? o Ga H ?w U ?di+" a ~ a ZZ~o a>? h> Q uj w?a Q (D?? w 66 w > w?w ?waaHvOUv ?(ifw H gOFGa >ww 0 > P, >w >?L ON OUP OOw w U wp? ?ww w ?x vOv HO NGaHH n Gab a a GaOGaO oHw z X ? CfVOH NO1di'IVH w yr rte- ? t? 4 Li 0 LL co- -j C05 W , n ...? cj Lj s f---- z i (OVOLI ?OV1NUdJ) si 's•n m 0 O LLJ N V-) N LLJ c U O &?1 U CD 2 ti it y-. LL J p \ [\./ :l < j I ?y ¦ G Attachment number 3 Page 1 of 6 CDB Meeting Date Case Number: Agenda Item: Owner: Applicant: Agent: Address: November 17, 2009 DRI2009-00001 E. 4. Glenborough Fund XII, LLC Glenborough Park Place, LLC Randy Coen, Coen & Compan 430 Park Place Boulevard CITY OF CLEARWATER PLANNING AND DEVELOPMENT DEPARTMENT STAFF REPORT GENERAL INFORMATION: REQUEST: To amend the previously approved development order for the Park Place Development of Regional Impact (DRI) through the Notification of Proposed Change (NOPC) process to adopt a land use conversion factor for Parcel 7 for the conversion of retail commercial development to office development; allocate a total of 55,278 square feet of approved retail commercial development potential to Parcel 7; allocate a total of 10,200 square feet of retail commercial development potential to Parcel 9; and recognize the extension of the build-out and termination dates of the DRI until December 31, 2011. CURRENT ZONING: Commercial (C); Industrial, Research and Technology (MT); Office (O); and Preservation (P) Districts. CURRENT FUTURE Commercial General (CG); Industrial Limited (IL); Preservation LAND USE CATEGORY: (P); Residential/Office/Retail (R/O/R); and Residential/Office General (R/OG). DRI SIZE: 99.13 acres (4,318,810 square feet). DRI PROPERTY USES: Attached Dwellings, Manufacturing, Offices, Restaurants, and Retail Sales and Services. Community Development Board - November 17, 2009 DPJ2009-00001 -Page 1 Item # 7 Attachment number 3 Page 2 of 6 BACKGROUND & PROPOSAL: The Park Place Development of Regional Impact (DRI) consists of eleven parcels of land totaling 99.13 acres that are regulated by a development order and a Master Development Plan commonly referred to as Map H. Map H identifies the locations of the various parcels as well as the type of use permitted for the parcels and its related development potential (i.e. density or intensity). The following table denotes those permissible land uses and development potentials for the various parcels within the DRI: Land Use Development Potential Parcel la Light Industrial 100,000 square feet Parcel lb Office 63,300 square feet Parcel 2 Multi-Family 156 dwelling units Parcel 3 Multi-Family 234 dwelling units Parcel 4 Office 101,900 square feet Parcel 5 Office 120,560 square feet Parcel 6 Office 100,000 square feet Parcel 7 Commercial 49,906 square feet Parcel 8 Office 82,179 square feet Parcel 9 Commercial 5,372 square feet Parcel 10 Commercial 11,303 square feet Parcel 11 Commercial 14,539 square feet * While still technically a single parcel within the DRI, Parcel I is listed as "a" and "b" due to the use of an approved conversion factor that converted a portion of the allocated light industrial development potential into office development potential. History of DRI Amendments: The development order for the Park Place Development of Regional Impact (DRI) was adopted by the City Council on September 1, 1983. Subsequently, on October 20, 1983, the City Council adopted an amendment to incorporate various recommendations of the Tampa Bay Regional Planning Council (TBRPC). At its meeting of December 19, 1991, the City Council adopted another amendment to provide 200,000 square feet for industrial development and reduce office development by 300,000 square feet; provide a floor area ratio (FAR) for industrial development; amend conditions based upon phasing; amend the developer's payment schedule; and extend the build-out date by five years. On January 19, 1995, another amendment was adopted by the City Council to modify phasing; decrease office development by 7,480 square feet; extend the build-out date by four years; add land use conversion factors for Parcels 1, 2, 3 and/or 8 for the conversion of office development to multi-family residential development, and from industrial development to either office or multi-family residential development (with the exception that Parcel 1 not have multi-family residential development); and modify conditions to reflect changes in the transportation network. On November 21, 1996, another amendment was adopted by the City Council to add a land use conversion factor for Parcel 4 for the conversion of retail commercial development to office and/or hotel development; and to reflect changes in ownership and configuration of the parcels within the development. Community Development Board - November 17, 2009 DPJ2009-00001 -Page 2 Item # 7 Attachment number 3 Page 3 of 6 On February 1, 2001, another amendment was adopted by the City Council to reduce the approved office and retail commercial development potential for Parcel 6; add a land use conversion factor for Parcel 6 for the conversion of office development to multi-family and/or hotel development; and extend the build out date by three years to December 31, 2003. On January 15, 2004, the City Council adopted the most recent amendment to the Park Place DRI which extended the build-out date by five years to December 31, 2008. Subsequent to this amendment, the State Statutes were amended [F.S. 380.06(19)(c)] to add language recognizing the 2007 real estate market conditions and extended all phase, build-out and expiration dates by three years for any DRI under active construction on July 1, 2007. The Park Place DRI was considered to be under active construction as of this date and therefore the build-out and expiration dates of the DRI are considered to be extended until December 31, 2011. On August 24, 2009, a Notice of Proposed Change (NOPC) was submitted by the owner of Parcel 7 to accomplish the following: ¦ Adoption of a land use conversion factor for Parcel 7 for the conversion of retail commercial development to office development; ¦ Allocation of a total of 55,278 square feet of approved retail commercial development potential to Parcel 7; ¦ Allocation of a total of 10,200 square feet of retail commercial development potential to Parcel 9; and ¦ Recognition of the extension of the build-out and termination dates of the DRI until December 31, 2011. The NOPC includes the land use conversion factor allowing retail floor area to be converted into office floor area out of a desire on the part of the applicant to be able to redevelop the property to office use. It is noted that similar conversion factors are already allowed on other Parcels within the DRI. The allocation of 55,278 square feet of retail commercial development potential is already allowed between Parcels 7 and 9 and is reflected on the current Map H; however there has been some confusion as to whether this potential is only for Parcel 7. The NOPC would eliminate any potential further confusion by allocating all 55,278 square feet of development potential to Parcel 7 and establishing an additional 10,200 square feet of development potential (that is not currently allocated to the DRI) on Parcel 9. This new development potential would account for all currently approved/constructed improvements on Parcel 9. ANAT,VCTC- Pursuant to Community Development Code (CDC) Sections 4-605.F and G, in reviewing the application for an amendment to a DRI, the Community Development Coordinator, the Community Development Board (CDB), and the City Council shall consider whether and the extent to which: 1. The development will interfere with the achievement of the objectives of the adopted county- wide plan applicable to the area. Community Development Board - November 17, 2009 DPJ2009-00001 -Page 3 Item # 7 Attachment number 3 Page 4 of 6 2. The development is consistent with the City of Clearwater's Comprehensive Plan. 3. The development is consistent with the report and recommendations of the regional planning agency. 4. The development is consistent with the State Comprehensive Plan. With regard to the above criteria, the following analysis is provided: 1. The Countywide Plan. The Future Land Use Map is not being amended; thus, there are no applicable regulations from the Countywide Plan. 2. The City's Comprehensive Plan. A review of the Goals, Objectives and Policies of the City's Comprehensive Plan was conducted with the following items identified as being applicable to the proposed amendment: Policy A.4.1.1 No new development or redevelopment will be permitted which causes the level of City services (traffic circulation, recreation and open space, water, sewage treatment, garbage collection and drainage) to fall below minimum acceptable levels. However, development orders may be phased or otherwise modified consistent with provisions of the concurrency management system to allow services to be upgraded concurrently with the impacts of development. Objective A.6.4 Due to the built-out character of the city of Clearwater, compact urban development within the urban service area shall be promoted through application of the Clearwater Community Development Code. Based on the information submitted by the applicant, as well as responses provided to address specific concerns of the Florida Department of Transportation (FDOT) and Tampa Bay Regional Planning Council staff, it has been concluded that the proposed amendment will not decrease the transportation level of service and will not have a negative impact on the operation of the signalized intersections in the area. Further, it is noted that the proposed amendment includes a provision addressing solid waste capacity. This provision states that "if the cumulative amount of any development on Parcel 7 exceeds the equivalent of 79,010 square feet of office, then the developer shall provide documentation to the City and the TBRPC that additional solid waste capacity is available to serve the additional solid waste demand generated by the development". Based upon the above, the proposed amendment has been found to be consistent with the goals and policies of the Comprehensive Plan. 3. The Tampa Bay Regional Planning Council (TBPRC). Pursuant to Subsections 380.06(19)(b)5 and 380.06(19)(e)3, Florida Statutes, this proposed change is presumed to create a substantial deviation. A substantial deviation is defined as "any proposed change to a previously approved development which creates a reasonable likelihood of additional Community Development Board - November 17, 2009 DPJ2009-00001 -Page 4 Item # 7 Attachment number 3 Page 5 of 6 regional impact, or any type of regional impact created by the change not previously reviewed by the regional planning agency." Following their respective reviews of the proposed amendments, the FDOT stated in its letter of September 8, 2009, that it has no objection to the request; and the TBRPC stated in its report of October 12, 2009, "that no unmitigated regional impacts would be expected." It is noted that the TBRPC approved the proposed amendments on this date as well. 4. The State Comprehensive Plan. A review of the State's Comprehensive Plan was conducted with the following policy identified as being applicable to the proposed amendment: 187.201(15)(b)3 Enhance the livability and character of urban areas through the encouragement of an attractive and functional mix of living, working, shopping, and recreational activities. The proposed amendment has been found to be consistent with the applicable State Comprehensive Plan policy. SUMMARY AND RECOMMENDATION: The Development Review Committee (DRC) reviewed the application and supporting materials at its meeting of October 1, 2009, and deemed the development proposal to be legally sufficient to move forward to the Community Development Board (CDB). Findings of Fact. The Planning Department, having reviewed all evidence submitted by the applicant and requirements of the Community Development Code, finds that there is substantial competent evidence to support the following findings of fact: 1. That the existing DRI consists of 99.13 acres (4,318,810 square feet) and is generally bordered by Drew Street on the north, Gulf-to-Bay Boulevard on the south, Hampton Road on the east, and various properties that front on US Highway 19 N on the west; 2. That the properties that make up the existing DRI consist of lands zoned Commercial (C); Industrial, Research and Technology (IRT); Office (O); and Preservation (P) District; 3. That the properties that make up the existing DRI consist of lands within the Commercial General (CG); Industrial Limited (IL); Preservation (P); Residential/Office/Retail (R/O/R); and Residential/Office General (R/OG) Future Land Use Plan categories; 4. That the requested NOPC would amend the development order to adopt a land use conversion factor for Parcel 7 for the conversion of retail commercial development to office development; 5. That the requested NOPC would amend the development order to allocate of a total of 55,278 square feet of approved retail commercial development potential to Parcel 7; 6. That the requested NOPC would amend the development order to allocate of a total of 10,200 square feet of retail commercial development potential to Parcel 9; and 7. That the requested NOPC would amend the development order to recognize of the extension of the build-out and termination dates of the DRI until December 31, 2011. Community Development Board - November 17, 2009 DPJ2009-00001 -Page 5 Item # 7 Attachment number 3 Page 6 of 6 Conclusion of Law. The Planning Department, having made the above findings of fact, reaches the following conclusion of law: 1. That the requested NOPC for the existing DRI has been found to be in compliance with the applicable criteria as per CDC Section 4-605.F. Based upon the above, the Planning Department recommends that the Community Development Board forward a recommendation of APPROVAL to the City Council to amend the previously approved development order for the Park Place Development of Regional Impact (DRI) through the Notification of Proposed Change (NOPC) process to adopt a land use conversion factor for Parcel 7 for the conversion of retail commercial development to office development; allocate a total of 55,278 square feet of approved retail commercial development potential to Parcel 7; allocate a total of 10,200 square feet of retail commercial development potential to Parcel 9; and recognize the extension of the build-out and termination dates of the DRI until December 31, 2011. Prepared by Planning and Development Department Staff: Robert G. Tefft, Development Review Manager ATTACHMENTS: • Location Map; • Aerial Map; • Zoning Map; and • Existing Surrounding Uses Map. S: Planning DepartmentlDRI ParkPlaceIDRI2009-00001 Park-Place - 2010.01 - RPStaffReport - CDB 200911-17.Docx Community Development Board - November 17, 2009 DPJ2009-00001 -Page 6 Item # 7 ?- Meeting Date: 12/17/2009 City Council Agenda Council Chambers - City Hall SUBJECT / RECOMMENDATION: Approve a Development Agreement between William M. Shephard, Trustee (the property owner) and the City of Clearwater, providing for the allocation of 68 units from the Hotel Density Reserve established in Beach by Design and adopt Resolution 09- 03. SUMMARY: ¦ The 2.689 total acres (2.37 acres zoned Tourist District; 0.319 acres zoned Open Space/Recreation District) is located on the south side of S. Gulfview Boulevard approximately 600 feet east of Hamden Drive. ¦ The site is comprised of two parcels. The subject property is currently developed with a 96-unit hotel/motel. There is approximately 16,224 square feet of existing accessory uses. ¦ The proposal is for an overnight accommodation use of a total of 186 units (78.48 units/acre on lot acreage zoned Tourist (T) District, including the allocation of 68 units from the Hotel Density Reserve) and approximately 37,647 square feet of accessory uses to the hotel at a height of 134 feet (to flat roof deck). ¦ On November 17, 2009, the Community Development Board (CDB) approved with 14 conditions of approval a Flexible Development application for the construction of a 186-unit hotel with associated amenities (FLD2008-12033). The proposal is in compliance with the standards for development agreements, is consistent with the Comprehensive Plan and furthers the vision of beach redevelopment set forth in Beach by Design. The proposed Development Agreement will be in effect for a period not to exceed ten (10) years, meets the criteria for the allocation of units from the Hotel Density Reserve under Beach by Design and includes the following main provisions: Provides for the allocation of 68 units from the Hotel Density Reserve; Requires the developer to obtain building permits and certificates of occupancy in accordance with Community Development Code (CDC) Section 4-407; Requires the return of any hotel unit obtained from the Hotel Density Reserve that is not constructed; For units allocated from the Hotel Density Reserve, prohibits the conversion of any hotel unit to a residential use and requires the recording of a covenant restricting use of such hotel units to overnight accommodation usage; and Requires a legally enforceable mandatory evacuation/closure covenant that the hotel will be closed as soon as practicable after a hurricane watch that includes Clearwater Beach is posted by the National Hurricane Center. The Community Development Board reviewed this Development Agreement application at its public hearing on November 17, 2009, and unanimously recommended approval of the application (DVA2008-00002). Review Approval: 1) Legal 2) Clerk 3) Assistant City Manager 4) Clerk 5) City Manager 6) Clerk Cover Memo Item # 8 Attachment number 1 Page 1 of 4 CDB Meeting Date: November 17, 2009 Case Number: DVA2008-00002 (Related to FLD2008-12033) Agenda Item: E.3. Related to D.4.) Owner/Applicant: William M. Shephard, Trustee Representative: Harry S. Cline, Esq., MacFarlane Ferguson & McMullen Address: 619 S. Gulfview Boulevard CITY OF CLEARWATER PLANNING AND DEVELOPMENT DEPARTMENT STAFF REPORT GENERAL INFORMATION: REQUEST: Review of, and recommendation to the City Council, of a Development Agreement between William M. Shephard, Trustee (the property owner) and the City of Clearwater, providing for the allocation of units from the Hotel Density Reserve under Beach by Design. CURRENT ZONING: Tourist (T) District CURRENT FUTURE Resort Facilities High (RFH) LAND USE CATEGORY: BEACH BY DESIGN South Beach/Clearwater Pass CHARACTER DISTRICT: PROPERTY USE: Current Use: 96-room motel Proposed Use: Overnight accommodation use of a total of 186 rooms (78.48 rooms/acre on lot acreage zoned Tourist (T) District, including the allocation of 68 units from the Hotel Density Reserve) and approximately 37,647 square feet of accessory uses to the hotel at a height of 134 feet (to flat roof deck) EXISTING North: Tourist (T) District SURROUNDING Automobile service station and Attached dwellings ZONING AND USES: South: Preservation (P) District Gulf of Mexico East: Tourist (T) District Overnight accommodations West: Tourist (T) District Overnight accommodations Community Development Board - November 17, 2009 DVA2008-00002 - Page I of 4 Item # 8 Attachment number 1 Page 2 of 4 ANALYSIS: Site Location and Existing Conditions: The 2.689 total acres (2.37 acres zoned Tourist District; 0.319 acres zoned Open Space/Recreation) is located on the south side of S. Gulfview Boulevard approximately 600 feet east of Hamden Drive. The subject property is currently developed with a 96-room motel. Development Proposal: The development proposal includes a companion Flexible Development application (FLD2008- 12033) to permit an overnight accommodation use of a total of 186 rooms (78.48 rooms/acre on lot acreage zoned Tourist (T) District, including the allocation of 68 units from the Hotel Density Reserve) and approximately 37,647 square feet of accessory uses to the hotel at a height of 134 feet (to flat roof deck). There are 384 parking spaces proposed on this site within an existing parking garage and a new parking garage as part of a new building. There will be a total of 314 striped parking spaces and 68 overflow spaces. Self-parking will be allowed only in the existing garage by hotel guests; otherwise, parking will be valet-only. Development Agreement: The Development Agreement is a requirement for the allocation of hotel units from the Hotel Density Reserve, adopted as an amendment to Beach by Design under Ordinance 7925-08 on July 17, 2008. A total of 1,385 hotel rooms are available under the Hotel Density Reserve and this proposal requests the allocation of 68 units from it. The City has established the Development Agreement format as a means to facilitate the allocation of the units and to set forth appropriate provisions related to the development of the property. The proposed Development Agreement will be in effect for a period not to exceed ten (10) years, meets the criteria for the allocation of units from the Hotel Density Reserve under Beach by Design and includes the following main provisions: ? Provides for the allocation of 68 units from the Hotel Density Reserve; ? Requires the developer to obtain building permits and certificates of occupancy in accordance with Community Development Code (CDC) Section 4-407; ? Requires the return of any hotel unit obtained from the Hotel Density Reserve that is not constructed; ? For units allocated from the Hotel Density Reserve, prohibits the conversion of any hotel unit to a residential use and requires the recording of a covenant restricting use of such hotel units to overnight accommodation usage; and ? Requires a legally enforceable mandatory evacuation/closure covenant that the hotel will be closed as soon as practicable after a hurricane watch that includes Clearwater Beach is posted by the National Hurricane Center. The Community Development Board (CDB) has been provided with the most recent Development Agreement. Community Development Board - November 17, 2009 DVA2008-00002 - Page 2 of 4 Item # 8 Attachment number 1 Page 3 of 4 The City Council may enter into Development Agreements to encourage a stronger commitment on comprehensive and capital facilities planning, to ensure the provision of adequate public facilities for development, to encourage the efficient use of resources, and to reduce the economic cost of development. The CDB is required to review the proposed Development Agreement and make a recommendation to the City Council. SUMMARY AND RECOMMENDATION: The Development Review Committee (DRC) reviewed the application and supporting materials at their meetings of January 8, May 7, and October 1, 2009, and deemed the development proposal to be legally sufficient to move forward to the Community Development Board (CDB), based upon the following findings of fact and conclusions of law: Findings of Fact: The Planning and Development Department, having reviewed all evidence submitted by the applicant and requirements of the Community Development Code (CDC), finds that there is substantial competent evidence to support the following findings of fact: 1. That the 2.689 total acres (2.37 acres zoned Tourist District; 0.319 acres zoned Open Space/Recreation) is located on the south side of S. Gulfview Boulevard approximately 600 feet east of Hamden Drive; 2. That the property is located within the Tourist (T) and Open Space/Recreation (OS/R) Districts and the Resort Facilities High (RFH) Future Land Use Plan category; and 3. That the development proposal is subject to the requirements of Beach by Design, the Design Guidelines contained therein as the property is located within the Small Motel character district and the criteria for allocation of units from the Hotel Density Reserve. Conclusions of Law: The Planning and Development Department, having made the above findings of fact, reaches the following conclusions of law: 1. That the Development Agreement implements and formalizes the requirements for the construction of on-site and off-site improvements under the related site plan proposal (FLD2008-12033); 2. That the Development Agreement complies with the standards and criteria of CDC Section 4- 606; 3. That the Development Agreement is consistent with and furthers the Visions, Goals, Objectives and Policies of the Comprehensive Plan; 4. That the Development Agreement is consistent with the Visions, Goals, Objectives and Policies of Beach by Design and the South Beach/Clearwater Pass character district; and 5. That the Development Agreement complies with the criteria in Beach by Design for the allocation of units from the Hotel Density Reserve. Based upon the above, the Planning and Development Department recommends the APPROVAL, and recommendation to the City Council, of a Development Agreement between William M. Shephard, Trustee (the property owner) and the City of Clearwater, providing for the Community Development Board - November 17, 2009 DVA2008-00002 - Page 3 of 4 Item # 8 Attachment number 1 Page 4 of 4 allocation of units from the Hotel Density Reserve under Beach by Design, for the property at 619 S. Gulfview Boulevard. Prepared by Planning and Development Department Staff: Wayne M. Wells, AICP, Planner III ATTACHMENTS: ? Development Agreement with Exhibits ? Location Map ? Aerial Map ? Future Land Use Map ? Zoning Map S: (Planning DepartmentlC D BIFLEX (FLD)IPending eases) Up for the next CDBOVA2008-00002 - Gulfview S 0619 Shephards -11.17.09 CDB - WWI Gulfview S 0619 DVA Staff Report for 11.17.09 CDB.doe Community Development Board - November 17, 2009 DVA2008-00002 - Page 4 of 4 Item # 8 Attachment number 2 Page 1 of 1 1 o +.. Z 2 to ' f d yp rqj tS E ? - ? ` ' " "' pt ww , , m , µ ' ? f? + a•? ; + ' +': s ? J ; ? ? • f . ? ; + .+?;'L . , fir I 1 Y' F AERIAL MAP Owner: William M. Shephard, Trustee Cases: FLD2008-12033 TDR2005-1 1028 DVA2008-00002 Site: 619 S. Gulfview Boulevard Property Size: 2.37 acres zoned "T" 0.319 acres zoned "OS/R" PINs: 17-29-15-05004-003-0010 Atlas Page: 232B 17-29-15-00000-220-0100 Item # 8 Attachment number 3 Page 1 of 1 Q ? d o c?5 445 2, 2 T P Ory 514 y S ? ?G o y o yb o o IRAVWAY BLVD T N ? O yy ?ry yb ? a O o ? o? yo ^ 561 O ' U / M a tp ??? 00 0 1 1 t ? ! I V ? P ZONING MAP Owner: William M. Shephard, Trustee Cases: FLD2008-12033 TDR2005-1 1028 DVA2008-00002 Site: 619 S. Gulfview Boulevard Property Size: 2.37 acres zoned "T" 0.319 acres zoned "OS/R" PINs: 17-29-15-05004-003-0010 Atlas Page: 232B 17-29-15-00000-220-0100 Item # 8 rage i of LL PREPARED BY AND RETURN TO: HARRY S. CLINE, Esquire Macfarlane, Ferguson & McMullen 625 Court Street, Suite 200 Post Office Box 1669 Clearwater, FL 33757 DEVELOPMENT AGREEMENT THIS DEVELOPMENT AGREEMENT ("AGREEMENT") is dated the day of 2009, and entered into between WILLIAM M. SHEPHARD, Trustee U/A/D 2/29/84 ("Developer"), its successors and assigns, and the CITY OF CLEARWATER, FLORIDA, a political subdivision of the State of Florida acting through its City Council, the governing body thereof ("City"). RECITALS: WHEREAS, one of the major elements of the City's revitalization effort is a preliminary plan for the revitalization of Clearwater Beach entitled Beach by Design; and WHEREAS, Sections 163.3220 - 163.3243, Florida Statutes, which set forth the Florida Local Government Development Agreement Act ("Act"), authorize the City to enter into binding development agreements with persons having a legal or equitable interest in real property located within the corporate limits of the City; and WHEREAS, under Section 163.3223 of the Act, the City has adopted Section 4-606 of the City of Clearwater Community Development Code ("Code"), establishing procedures and requirements to consider and enter into development agreements; and WHEREAS, Beach by Design as amended by City of Clearwater Ordinance No. 7925-08 proposed additional hotel units to equalize development opportunities on the beach between overnight accommodations and attached dwellings and ensure Clearwater Beach remains a quality, family resort community by further providing for a reserve of additional hotel units ["Hotel Density Reserve"] to be made available for such mid-sized hotel projects; and WHEREAS, the Developer controls approximately 2.689+ acres of real property ("Property") in the corporate limits of the City, consisting of 2.37+ acres of upland from the face of the seawall more particularly described on Exhibit "A" attached hereto and incorporated herein; and Item # 8 rage Z of LL WHEREAS, the Developer desires to develop the Property by demolishing existing hotel rooms and other uses in order to add overnight accommodation units, minimal meeting space for guest use, ground level pool, tiki-bar/pool on the roof, new lobby and parking with parking spaces, generally conforming to the architectural elevation dimensions shown in composite Exhibit "B"; and WHEREAS, upon completion the planned mid-priced hotel will contain one hundred eighty-six (186) units, which includes sixty-eight (68) units from the available Hotel Density Reserve; and WHEREAS, the City has conducted such hearings as are required by and in accordance with Chapter 163.3220 Fla. Stat. (2008) and any other applicable law; and WHEREAS, the City has determined that, as of the Effective Date of this Agreement, the proposed project is consistent with the City's Comprehensive Plan and Land Development Regulations; and WHEREAS, the City has conducted public hearings as required by §§ 4-206 and 4-606 of the Community Development Code; and WHEREAS, at a duly called public meeting on , 2009, the City Council approved this Agreement and authorized and directed its execution by the appropriate officials of the City; and WHEREAS, the Community Development Board approved the design and site plan as FLD2008-12033 on 2009, conditioned upon the approval and execution of this Agreement; and WHEREAS, approval of this Agreement is in the interests of the City in furtherance of the City's goals of enhancing the viability of the family nature of the beach community and in furtherance of the objectives of Beach by Design; and WHEREAS, Developer has approved this Agreement and has duly authorized certain individuals to execute this Agreement on Developer's behalf. STATEMENT OF AGREEMENT In consideration of and in reliance upon the premises, the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto intending to be legally bound and in accordance with the Act, agree as follows: SECTION 1. Recitals. The above recitals are true and correct and are a part of this Agreement. Item # 8 2 rage s of LL SECTION 2. Incorporation of the Act. This Agreement is entered into in compliance with and under the authority of the Code and the Act, the terms of which as of the date of this Agreement are incorporated herein by this reference and made a part of this Agreement. Words used in this Agreement without definition that are defined in the Act shall have the same meaning in this Agreement as in the Act. SECTION 3. Property Subject to this Agreement. The Property described in Exhibit "A" is subject to this Agreement ("Property"). 3.1 The Property has two (2) land use designations and zoning districts: Land Use: Resort Facilities High ["RFH"] and Preservation ["P"]; and Zoning: Tourist ["T'] and Open Space/Recreation ["OS/R"] Districts. 3.2. The Property is owned in fee simple by the Developer. 3. The Property is generally located at 619 S. Gulfview Boulevard, Clearwater, FL 33767 as more further described in Exhibit "A". SECTION 4. Scope of Project. 4.1 The Property is 237 acres. Under current zoning it is authorized 50 units per acre. or 118 permitted units. The Developer is seeking 68 units from the Hotel Density Reserve, for an overall total of 186 overnight accommodation units, at a density of 78.48 units/acre on lot acreage zoned Tourist (T) District. The project height of the building is 134 feet (to top of roof deck). 4.2 The Project shall include the following parking spaces, as defined in the Community Development Code: Existing Garage: 191 striped + I handicap + 28 overflow = 220 total Proposed Garage: 123 striped + 1 handicap + 40 overflow = 164 total Grand Total 314 striped + 2 handicap + 68 overflow = 384 total 4.3 The design of the Project, as represented in composite Exhibit "B", is consistent with Beach by Design, except as otherwise shown on composite Exhibit "B". 4.4 No more than twenty-five (25%) percent of overnight accommodation units shall have full kitchens. Kitchens shall be limited to those units identified on approved plans. 4.5 The Project shall comply with the Metropolitan Planning Organization's ["MPO"] countywide approach to the application of concurreney management for transportation purposes. Item # 8 J rage 4 of LL SECTION 5. Effective Date/Duration of this Agreement. 5.1 This Agreement shall not be effective until this Agreement is properly recorded in the public records of Pinellas County, Florida, and thirty (30) days have elapsed after having been received by the Department of Community Affairs pursuant to Florida Statutes Section 163.3239 and Clearwater Community Development Code Section 4-606.G.2." 5.2 Within fourteen (14) days after the City approves the execution of this Agreement. the City shall record the Agreement with the Clerk of the Circuit Court for Pinellas County. The Developer shall pay the cost of such recording. The City shall submit to the Department of Community Affairs a copy of the recorded Agreement within fourteen (14) days after the Agreement is recorded. 5.3 This Agreement shall continue in effect until terminated, as defined herein, but for a period not to exceed ten (10) years. SECTION 6. Obligations under this Agreement. 6.1 Obligations of the Developer: 6.1.1 The obligations under this Agreement shall be binding upon and the benefits of this Agreement shall inure to the Developer, its successors in interests or griS. ass] 6.1.2 At the time of development of the Property, the Developer will submit such applications and documentation as are required by law and shall comply with the City's Code applicable at the time of building permit review. 6.1.3 The following restrictions shall apply to development of the Property: 6.1.3.1 The Property and improvements located thereon shall be developed in substantial conformance with the Site Plan attached as composite Exhibit "B" and approved by the Community Development Board ("CDB") as case number FLD2008-12033. Any minor revisions or changes to the Site Plan shall be consistent with the approved Site Plan and shall be approved by the Planning Director as a minor modification, pursuant to the Code. Any modifications determined by the Planning Director as either inconsistent with the approved Site Plan or constituting a substantial deviation from the approved Site Plan and thus requiring further approval by the CDB shall require an amendment to this Agreement in accordance with the procedures of the Act and the Code, as necessary and applicable. Any and all such approved and adopted amendments shall be recorded in the public records of Pinellas County, Florida. 6.1.3? The Developer shall obtain building permits, and shall thereafter timely obtain required certificates of occupancy, in accordance with Code Section 4-407. The Developer shall commence vertical construction, defined as work on Item # 8 4 rage b of LL the project other than clearing, grubbing, or other preliminary site preparation work, in accordance with applicable provisions of the Code and of the Florida Building Code. Nothing herein shall restrict Developer from seeking an extension of these time frames pursuant to applicable provisions of the Code and of the Florida Building Code or from seeking an amendment to this Agreement. 6.1.3.3 The Developer shall execute, prior to commencement, a mandatory evacuation/closure covenant, substantially in the form of Exhibit "C", that the accornmodation use will closed as soon as practicable after a hurricane watch that includes Clearwater Beach is posted by the National Hurricane Center. 6.1.4 Covenant of Unified Use. Prior to the issuance of the first building permit for the Project, the Developer hereby agrees to execute the Covenant of Unified Use and development for the Project Site providing that the Project Site shall be developed and used as a single project, the form of which covenant is attached as Exhibit "D"; provided however, that nothing shall preclude the Developer from selling the Fractional Share Units, or from selling all or a portion of the Developer's Property in the event that Developer determines not to construct the Project. Additionally, prior to the issuance of the first building permit for the Project, the Developer hereby agrees to execute a Declaration of Unity of "Title for the Project Site providing that the Project Site shall be developed and used as a single project, the form of which Declaration of Unity of Title is available from the City Planning Department. It is understood and agreed that, in the event that the Developer enters into the anticipated Covenant of Unified Use and development, and the Developer elects not to construct the Project and notifies the City of its election in writing, and.. alternatively, as of the date of expiration, termination or revocation of any rights of Developer to incorporate the Hotel Density Reserve Units into the Project, the City shall execute and deliver to the Developer a termination of such covenant of unified use and development suitable for recording in the Public Records of Pinellas County, Florida. Additionally, the City shall execute and deliver to the Developer a Release of Unity of Title suitable for recording in the Public Records of Pinellas County, Florida. 6.1.5 Allocation of Units from Hotel Density Reserve• Return of Units to Reserve Pool• Covenant Regard ing,.Use of Units. Subject to the terms and conditions of this Agreement, the City hereby allocates and grants to the Developer from the Hotel Density Reserve an additional sixty-eight (68) hotel units to the Project Site in accordance with applicable law. In the event this Agreement is terminated pursuant to Section 10 of this Agreement, or if any units granted to the Developer from the Hotel Density Reserve are not constructed in conjunction with the Project approved by FLD2008-12033 and in accordance with Paragraph 6.1.3.2, or if any units or the Project fail to meet and maintain the criteria for Hotel Density Reserve units contained in City of Clearwater Ordinance No. 7925-08, said units shall be returned to the Hotel Density Reserve and be unavailable to the Developer for use on the Project, pursuant to Beach by Design. Prior to the issuance of the Certificate of Occupancy for the Project, the Developer hereby agrees to execute and record a Covenant in the Public Records of Item # 8 5 rage b of LL Pinellas County, Florida restricting the Hotel Density Reserve Units in perpetuity to the use approved by FLD2008-12033 and by this Agreement. 6.1.6 Transient Use. Occupancy in the overnight accommodation units is limited to a term of less than one (1) month or thirty (30) consecutive days, whichever is less. Nothing herein shall prevent a purchaser of a fractional share unit from owning a period of time greater than thirty (30) days, provided every occupancy is limited to thirty (30) consecutive days or one (1) month. 6.2 Obligations of the City. 6.2.1 The City shall promptly process site and construction plan applications for the Property that are consistent with the Comprehensive Plan and the Concept Plan and that meet the requirements of the Code. 6.2.2 The final effectiveness of any approvals of the applications referenced in Section 6.2.1 is subject to: 6.2.2.1 The provisions of Chapters 163 and 166, Florida Statutes, as they may govern such amendments; and 6.2.2.2 The expiration of any appeal periods or, if an appeal is filed, at the conclusion of such appeal. 6.2.3 The Project shall receive sixty-eight (68) units from the Hotel Density Reserve as defined in Beach by Design. SECTION 7. Public Facilities to Service Development. The following public facilities are presently available to the Property from the sources indicated below. Development of the Property Nvill be governed by the concurrency ordinance provisions applicable at the time of development approval. With respect to public infrastructure and services subject to concurrency requirements, all applicable concurrency provisions for the proposed development have been met. 7.1 Potable water is available from the City. The Developer shall be responsible for all necessary main extensions and applicable connection fees. 7.2 Sewer service is currently provided by the City. The Developer shall be responsible for all necessary main extensions and applicable connection fees. 7.3 Fire protection from the City. 7.4 Drainage facilities for the Property will be provided by the Developer at the Developer's sole expense. Item # 8 6 rage i of LL 7.5 All improvements associated with the public facilities identified in Subsections 7.1 through 7.4 shall be completed prior to the issuance of any certificate of occupancy. 7.6 Transportation coneurrency requirements have been met. 7.7 The Developer is responsible for the payment of any required impact fees. SECTION 8. Required Local Government Permits. The required local government development permits for development of the Property include, without limitation, the following: 8.1 Site plan approval(s) and associated utility licenses, access, and right-of-way utilization permits; 8.2 Construction plan approval(s); 8.3 Building permit(s); and 8.4 Certificate(s) of occupancy. SECTION 9. Consistency. The City finds that development of the Property is consistent with the terms this Agreement is consistent with the City Comprehensive Plan and the Code. SECTION 10. Termination. 10.1 If the Developer's obligations set forth in this Agreement are not followed in a timely m?lnner, as reasonably determined by the City Manager, after notice to the Developer and an opportunity to be heard, existing permits shall be administratively suspended and issuance of new permits suspended until the Developer has fulfilled its obligations. Failure to timely fulfill its obligations may serve as a basis for termination of this Agreement by the City, at the discretion of the City and after notice to the Developer and an opportunity for the Developer to be heard. SECTION 11. Other Terms and Conditions. 11.1 Except in the case of termination, until ten (10) years after the date of this Agreement, the Property shall not be subject to down-zoning, unit density reduction, or intensity reduction. unless the City has held a public hearing and determined: 11.1.1 That substantial changes have occurred in pertinent conditions existing at the time of approval of this Agreement; or 11.1.2 This Agreement is based on substantially inaccurate information provided by the Developer; or 11. 1.3 That the change is essential to the public health. safety, or welfare. Item # 8 7 rage b of LL SECTION 12. Compliance with Law. The failure of this Agreement to address any particular permit, condition, term or restriction shall not relieve the Developer from the necessity of complying with the law governing such permitting requirements, conditions, terms or restrictions. SECTION 13. Notices. Notices and communications required or desired to be given under this Agreement shall be given to the parties by hand delivery, by nationally recognized overnight courier service such as Federal Express, or by certified mail, return receipt requested, addressed as Follows (copies as provided below shall be required for proper notice to be given): if to the Developer: William M. Shephard, Trustee 619 S. Gulfview Boulevard Clearwater, FL 33767 With Copy to: Harry S. Cline, Esq. Macfarlane Ferguson & McMullen Post Office Box 1669 Clearwater, FL 33757 With Copy to: Oscar L Garcia, AIA 318 SE 8"' Street Fort Lauderdale, FL 33316 If to City: City of Clearwater, City Attorney ATTN: Pamela Akin, Esq. 112 South Osceola Avenue Clearwater, FL 33756 Properly addressed, postage prepaid, notices or communications shall be deemed delivered and received on the day of hand delivery, the next business day after deposit with an overnight courier service for next day delivery, or on the third (3)") day following deposit in the United States mail, certified mail, return receipt requested. The parties may change the addresses set forth above (including the addition of a mortgagee to receive copies of all notices), by notice in accordance with this Section. SECTION 14. AssiLrnments. 14.1 By the Developer: 14. 1.1 Prior to the Commencement Date, the Developer may sell, convey, assign or otherwise dispose of any or all of its right, title, interest and obligations in and to the Project, or any part thereof, only with the prior written notice to the City, provided that such party (hereinafter referred to as the "assignee"), to the extent of the sale, conveyance, assignment or other disposition by the Developer to the assignee, shall be bound by the terms of this Agreement the same as the Developer for such part of the Project as is subject to such sale, conveyance, assignment or other disposition. Item # 8 8 rage y of LL 14.1.2 If the assignee of the Developer's right, title, interest and obligations in and to the Project, or any part thereof assumes all of the Developer's obligations hereunder for the Project, or that part subject to such sale, conveyance, assignment or other disposition, then the Developer shall be released from all such obligations hereunder which have been so assumed by the assignee, and the City agrees to execute an instalment evidencing such release, which shall be in recordable form. 14.13 An assignment of the Project, or any part thereof, by the Developer to any corporation, limited partnership, limited liability company, general partnership, or joint venture, in which the Developer (or an entity under common control with Developer) has either the controlling interest or through a joint venture or other arrangement shares equal management rights and maintains such controlling interest or equal management rights shall not be deemed an assignment or transfer subject to any restriction on or approvals of assignments or transfers imposed by this Agreement, provided, however, that notice of such assignment shall be given by the Developer to the City not less than thirty (30) days prior to such assignment being effective and the assignee shall be bound by the terms of this Agreement to the same extent as would the Developer in the absence of such assignment. 14.1.4 No assignee, purchaser, sublessee or acquirer of all or any part of the Developer's rights and obligations with respect to any one Parcel shall in any way be obligated or responsible for any of the Developer's obligations with respect to any other Parcel by virtue of this Agreement unless and until such assignee, purchaser, sublessee or acquire has expressly assumed the Developer's such other obligations. 14.1.5 Notwithstanding any other provision of this paragraph, the sale of individual interval Ownership Units in the ordinary course of business shall not be subject to the requirements of this paragraph. 14.2 Successors and Assigns. The terms herein contained shall bind and inure to the benefit of the City, and its successors and assigns, and the Developer and, as applicable to the parties comprising Developer, their personal representatives, trustees, heirs, successors and assigns, except as may otherwise be specifically provided herein. SECTION 15. Minor Non-Compliance. The Developer will not be deemed to have failed to comply with the terms of this Agreement in the event such noncompliance, in the judgment of the City Manager, reasonably exercised, is of a minor or inconsequential nature. SECTION 16. Covenant of Cooperation. The parties shall cooperate with and deal with each other in ,oocl faith and assist each other in the performance of the provisions of this Agreement and in achieving the completion of development of the Property. SECTION 17. Approvals. Whenever an approval or consent is required under or contemplated by this Agreement such approval or consent shall not be unreasonably withheld, Item # 8 9 rage .1 u of LL delayed or conditioned. All such approvals and consents shall be requested and granted in writing. SECTION 18. Completion of Agreement. Upon the completion of performance of this Agreement or its revocation or termination, a statement evidencing such completion, revocation or termination shall be signed by the parties hereto and recorded in the official records of the City. SECTION 19. Entire Agreement. This Agreement (including any and all Exhibits attached hereto all of which are a part of this Agreement to the same extent as if such Exhibits were set forth in full in the body of this Agreement), constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof. SECTION 20. Construction. The titles, captions and section numbers in this Agreement are inscrtcd 1-or convenient reference only and do not define or limit the scope or intent and should not be used in the interpretation of any section, subsection or provision of this Agreement. Whenever the context requires or permits, the singular shall include the plural, and plural shall include the singular and any reference in this Agreement to the Developer includes the Developer's successors or assigns. This Agreement was the production of negotiations between representatives for the City and the Developer and the language of the Agreement should be given its plain and ordinary meaning and should not be strictly construed against any party hereto based upon draftsmanship. If any term or provision of this Agreement is susceptible to more than one interpretation, one or more of which render it valid and enforceable, and one or more of which would render it invalid or unenforceable, such term or provision shall be construed in a manner that would render it valid and enforceable. SEC'T'ION 21. Partial Invalidity. If any term or provision of this Agreement or the application thereof to any person or circumstance is declared invalid or unenforceable, the remainder of this Agreement, including any valid portion of the invalid term or provision and the application of such invalid term or provision to circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and shall with the remainder of this Agreement continue unmodified and in full force and effect. Notwithstanding the foregoing, if such responsibilities of any party hereto, to the extent that the purpose of this Agreement or the benefits sought to be received hereunder are frustrated, such party shall have the right to terminate this Agreement upon fifteen (15) days written notice to the other parties. SECTION 22. Code Amendments. Subsequently adopted ordinances and codes of the City which is of general application not governing the development of land shall be applicable to the Property, and such modifications are specifically anticipated in this Agreement. SECTION 23. Governinlz Law. This Agreement shall be governed by, and construed in accordance with the laws of the State of Florida without regard to the conflict of laws principles of such state. SECTION 24. Counterparts. This Agreement may be executed in counterparts, all of which together shall continue one and the same instrument. Item # 8 10 rage i i of LL SECTION 25. Amendment. This Agreement may be amended by mutual written consent of the City, the Developer, and the Association so long as the amendment meets the requirements of the Act, applicable City ordinances, and Florida law. IN WITNESS WHEREOF, the parties have hereto executed this Agreement the date and year first above written. In the Presence of: Print Name Print Name As to "Developer" By: CITY OF CLEARWATER, FLORIDA Print Name: Print Name As to "City" Attest: WILLIAM M. SHEPHARD, Trustee U/A/D 2/29/84 William B. Horne II, City Manager Cynthia E. Goudeau, City Clerk Countersigned: Frank V. Hibbard, Mayor Approved as to Form: Leslie K. Dougall-Sides Assistant City Attorney Item # 8 rage .1 Z of LL STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was , 2009, by WILLIAM M known to me or has [ ] produced STATE OF FLORIDA COUNTY OF PINELLAS Notary Public Print Name: My Commission Expires: The foregoing instrument was acknowledged before me this day of 2009, by WILLIAM B. HORNE, II, as City Manager of the City of Clearwater, Florida, who is [ ] personally known to me or who has [ ] produced as identification. Notary Public Print Name: My Commission Expires: acknowledged before me this day of SHEPHARD, Trustee. He is [ ] personally as identification. Item # 8 12 rage -1 s of LL EXHIBIT "A" Legg( Description of Project Site Lots 1 thru 5, Block "C", Bayside Subdivision #5, according to the map or plat thereof as recorded in Plat Book 38, Pages 38 and 39, Public Records of Pinellas County, Florida, and begin at the northwesterly corner of Lot 1, Block "C", Bayside Subdivision #5, as recorded in Plat Book 38, Pages 38 and 39, of the Public Records of Pinellas County, Florida; thence N 54025130" W., 65.14 feet along the southerly line of Gulf Boulevard; thence S 12140100" W., and parallel to the westerly boundary of the said Lot 1, Block "C", Bayside Subdivision #5, a distance boundary of 286 feet to the waters of Clearwater Bay and thence easterly along the shore line of Clearwater Bay 67 feet more or less to the intersection of the shore line of Clearwater Bay and the westerly boundary line of said Lot 1, Block "C", Bayside Subdivision #5, thence N 12040100" E., along the westerly boundary of the said Lot 1, Block "C", Bayside Subdivision #5, 295 feet more or less to the Point of Beginning, Section 17, Township 29 South, Range 15 East, Pinellas County, Florida. Item # 8 l; rage .14 of LL EXHIBIT "C" COVENANT REGARDING HURRICANE EVACUATION And DEVELOPMENT, USE AND OPERATION DECLARATION OF COVENANTS AND RESTRICTIONS THIS DECLARATION OF COVENANTS AND RESTRICTIONS ("Declaration") is made as of the day of 2009, by WILLIAM M. SHEPHARD, Trustee U/A/D 2/29/84 ("Developer"). Developer is the owner of fee simple title to the real property described in Schedule 1 attached hereto and made a part hereof (hereinafter the "Real Property"). The City of Clearwater, Florida (the "City"), has amended it's Comprehensive Plan to designate Clearwater Beach as a Community Redevelopment District pursuant to the Pinellas County Planning Council Rules in order to implement the provisions of Beach by Design, a plan for the revitalization of Clearwater Beach. The designation of Clearwater Beach as a Community Redevelopment District (the "Designation") provides for the allocation of Hotel Density Reserve Units as an incentive for the development of mid-size quality hotels. Pursuant to the Designation, the allocation of Hotel Density Reserve Units is subject to compliance with a series of performance standards, including a requirement that resorts containing a hotel developed with Hotel Density Reserve Units shall be closed and all Guests evacuated from such resorts as soon as practicable after the National Hurricane Center posts a hurricane watch that includes Clearwater Beach. The purpose of such evacuation is to ensure that such a Resort Hotel is evacuated in advance of the period of time when a hurricane evacuation would be expected in advance of the approach of hurricane force winds. The City has granted, by City Council Resolution , passed and approved on 20, Developer's application for Hotel Density Reserve Units pursuant to the Designation, subject to Developer's compliance with the requirements of the Designation. Developer desires for itself, and its successors and assigns, as owner, to establish certain rights, duties. obligations and responsibilities with respect to the use and operation of the Real Property in accordance with the terns and conditions of the allocation of the Hotel Density Reserve Units to the City and the Designation, which rights, duties, obligations and responsibilities shall be binding on any and all successors and assigns and will run with the title to the Real Property. TIII REFORE. in consideration of the covenants and restrictions herein set forth and to be observed and performed, and in further consideration of the allocation of Hotel Density Reserve Units to Developer, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, Developer hereby declares, covenants and agrees as follows: Item # 8 15 rage .1 b of LL 1. Benefit and Enforcement. These covenants and restrictions are made for the benefit of Developer and its successors and assigns and shall be enforceable by them and also for the benefit of the residents of the City and shall be enforceable on behalf of said residents by the City Council of the City. 2. Covenant of Development, Use and Operation. Developer hereby covenants and agrees to the development, use and operation of the Real Property in accordance with the provisions of this Declaration. 2.1 Use. The use of the resort on the Real Property is restricted as follows: 2.1.1 A minimum of sixty-eight (68) units, which is the number of hotel units allocated to Developer, shall be used solely for transient occupancy of one month or thirty (30) consecutive days or less. must be licensed as a public lodging establishment and classified as a hotel, and must be operated by a single licensed operator of the hotel. No such hotel unit shall be used as a primary or permanent residence. 2.1.2 All other units shall be licensed as a public lodging establishment. No unit shall be used as a primary or permanent residence. 2.1.? As used herein, the terms "transient occupancy," "public lodging establishment," "hotel." "time share," and "operator" shall have the meaning given to such terms in Chapter 509, Part 1, Florida Statutes (2004). 2.2 Closure of Improvements and Evacuation. The Hotel developed on the Real Property shall be closed as soon as practicable upon the issuance of a hurricane watch by the National Hurricane Center, which hurricane watch includes Clearwater Beach, and all Hotel guests, visitors and employees other than emergency and security personnel required to protect the resort, shall be evacuated from the Hotel as soon as practicable following the issuance of said hurricane Nvatch. In the event that the National Hurricane Center shall modify the, terminology employed io warn of the approach of hurricane force winds, the closure and evacuation provisions of this Declaration shall be governed by the level of warning employed by the National Hurricane Center which precedes the issuance of a forecast of probable landfall in order to ensure that the guests, visitors and employees will be evacuated in advance of the issuance of a forecast of probable landfall. 3 Effective Date. This Declaration shall become effective upon issuance of all building permits required to build the project ("Project") and Developer's commencement of construction of the Project, as evidence by a Notice of Commencement for the Project. This Declaration shall expire and terminate automatically if and when the allocation of Reserve Units to the Developer expires or is terminated. 4 Governinq Law. This Declaration shall be construed in accordance with and governed by the laws of the State of Florida. Item # 8 16 rage .1 b of LL 5 Recording. This Declaration shall be recorded in the chain of title of the Real Property with the Clerk of the Courts of Pinellas County, Florida. 6 Attorneys' Fees. Developer shall reimburse the City for any expenses, including reasonable attorneys' fees, which are incurred by the City in the event that the City determines that it is necessary and appropriate to seek judicial enforcement of this Declaration and the City obtains relief, whether by agreement of the parties or through order of a court of competent jurisdiction. 7 Severability. If any provision, or part thereof, of this Declaration or the application of this Declaration to any person or circumstance will be or is declared to any extent to e invalid or unenforceable, the remainder of this Declaration, or the application of such provision or portion thereof to any person or circumstance, shall not be affected thereby, and each and every other provision of this Declaration shall be valid and enforceable to the fullest extent permitted by law. IN WITNESS WHEREOF, Developer has caused this Declaration to be executed this day of , 2009. In the Presence of: Print Name Print Name As to "Developer- Print Name: Print Name As to "City" CITY OF CLEARWATER, FLORIDA By: William B. Horne, II, City Manager Attest: Cynthia E. Goudeau, City Clerk Item # 8 17 rage .1 1 of LL COLlnterslgned: Frank V. Hibbard, Mayor Approved as to Form: Leslie K. Dougall-Sides Assistant City Attorney STATE OF FLORIDA COUNTY OF PINF?LL,AS The foregoing instrument was acknowledged before me this , 2009, by WILLIAM M. SHEPHARD, Trustee. known to me or has [ ] produced Notary Public Print Name: My Commission Expires: STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledged before me this day of 2009, by WILLIAM B. HORNE. If, as City Manager of the City of Clearwater, Florida, who is [ ] personally known to me or- who leas [ ] produced as identilcation. Notary Public Print Name: My Commission Expires: Item # 8 day of He is [ ] personally as identification. 18 rage -1 u of LL SCHEDULE "1" Legal Description of Project Site Lots 1 thru 5, Block "C", Bayside Subdivision #5, according to the map or plat thereof as recorded in Plat Book 38, Pages 38 and 39, Public Records of Pinellas County, Florida, and begin at the northwesterly corner of Lot 1, Block "C", Bayside Subdivision #5, as recorded in Plat Book 38, Pages 38 and 39, of the Public Records of Pinellas County, Florida; thence N 54°25130" W., 65.14 feet along the southerly line of Gulf Boulevard; thence S 12040100" W., and parallel to the westerly boundary of the said Lot 1, Block "C", Bayside Subdivision #5, a distance boundary of 286 feet to the waters of Clearwater Bay and thence easterly along the shore line of Clearwater Bay 67 feet more or less to the intersection of the shore line of Clearwater Bay and the westerly boundary line of said Lot 1, Block "C", Bayside Subdivision #5, thence N 12040100" E., along the westerly boundary of the said Lot 1, Block "C", Bayside Subdivision #5, 295 feet more or less to the Point of Beginning, Section 17, Township 29 South, Range 15 East, Pinellas County, Florida. Item # 8 19 rage .1 y of LL EXHIBIT "D" COVENANT OF UNIFIED USE PLEASE RETURN RECORDED DOCUMENT TO: COVENANT OF UNIFIED USE THIS COVENANT OF UNIFIED USE (the "Agreement") is executed this day of , 2009, by ("Developer"). WITNESSETH: WHEREAS, Developer is the owner of the real property legally described on Schedule "A" attached hereto and incorporated herein by reference (the "Real Property"); and WHEREAS, Developer and the City of Clearwater, Florida (the "City") are parties to that certain Development Agreement dated , 2009 (the "Development Agreement"), pursuant to which the City has agreed that Developer may develop and construct upon the Real Property a hotel project as described in the Development Agreement (the "Project"); and WHEREAS, Developer intends to develop and operate the Real Property for a unified use, as more particularly described in this Agreement. NOW, THEREFORE, in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Developer does hereby agree that, effective as of the date on which Developer receives all permits required to construct the Project and Developer commences construction thereof, as evidenced by a Notice of Commencement for the Project, the Real Property shall be developed and operated as a hotel and fractional share/interval ownership project, as described in the Development Agreement. The restrictions set forth in the preceding sentence shall expire automatically when and if Developer's allocation of additional hotel units (as defined in the Development Agreement) expires or is terminated. Nothing in this Agreement shall require Developer to develop the Project or restrict Developer's ability to sell, assign, transfer or otherwise convey its right in and to the Real Property or any portion or portions thereof to unrelated third-parties. Further, nothing in this Agreement shall preclude the purchase and sale of one or more Fractional Share Units to be constructed as a part of the Project (the "Fractional Ownership'') (or Hotel Units (as defined in the Development Agreement) if sold in a condominium form of ownership), to separate, unrelated third parties, provided that such Fractional Share Ownership or Hotel Units are operated and occupied as part of the Project as a Item # 8 20 rage ZU of LL single unified project throughout the term of this Agreement. Developer agrees that the City shall have the right to enforce the terms and conditions of this Agreement. Notwithstanding the foregoing, all Hotel Units may be operated by a single hotel operator and all Fractional Share Units may be operated by a different, single management firm/operator. IN WITNESS WHEREOF, Developer has caused this Agreement to be executed this day of , 2009. In the Presence of: Print Name Print Name As to "Developer" CITY OF CLEARWATER, FLORIDA By: Print Name: Print Name As to "City' William B, Horne, II, City Manager Attest: Cynthia E. Goudeau, City Clerk CO Linters] gned: Frank V. Hibbard, Mayor Approved as to Form: Leslie K. Dougall-Sides Assistant City Attorney Item # 8 21 rage ci of LL STATE OF FLORIDA COUN'T'Y Ole PIN] "LLAS The foregoing instrument was acknowledged before me this day of , 2009, by WILLIAM M. SHEPHARD, Trustee. He is [ ] personally known to me or has [ ] produced as identification. Notary Public Print Name: My Commission Expires: STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledged before me this day of _ 2009, by WILLIAM B. HOkNE, II, as City Manager of the City of Clearwater. I'lorida, who is [ ] personally known to me or who has [ ] produced as identification. Notary Public Print Name:_ My Commission Expires: Item # 8 22 rage LL of LL SCHEDULE "A" Legal Description of Project Site Lots 1 thru 5, Block "C", Bayside Subdivision #5, according to the map or plat thereof as recorded in Plat Book 38, Pages 38 and 39, Public Records of Pinellas County, Florida, and begin at the northwesterly corner of Lot 1, Block "C", Bayside Subdivision #5, as recorded in Plat Book 38, Pages 38 and 39, of the Public Records of Pinellas County, Florida; thence N 54°25130" W., 65.14 feet along the southerly line of Gulf Boulevard; thence S 12°40100" W., and parallel to the westerly boundary of the said Lot 1, Block "C", Bayside Subdivision #5, a distance boundary of 286 feet to the waters of Clearwater Bay and thence easterly along the shore line of Clearwater Bay 67 feet more or less to the intersection of the shore line of Clearwater Bay and the westerly boundary line of said Lot 1, Block "C", Bayside Subdivision #5, thence N 12°40100" E., along the westerly boundary of the said Lot 1, Block "C", Bayside Subdivision #5, 295 feet more or less to the Point of Beginning, Section 17, Township 29 South, Range 15 East, Pinellas County, Florida. 1-1 1HSC\SIIEIIIIARIlDmdopmentA?o nit 11-23'09.doc Item # 8 ?3 rage i of i b COMPOSITE EXHIBIT "B" Site Plan, Elevations and Floor Plans Item # 8 14 rage Z OT 1 b / 7r.- V = i< Ig L-A IG" ° ? f- ?^ i I??;? 9} gy E .A 71 I? 4 F ? _ i.?-? - 1 ? max i • 1 ? ?µ'...lrv-- wl - jj? r r .1 .r-__ F7 a -0 I I-r o -C- - - -- , T-1-0 g m I 1 ? , O - - - - - - - -- _ r` ? r H not r "1 -4 14- f p 8 °? m ?R? 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R PR(IPF:RTti i.lu; j 1. ?. y n' m J 3 p it 616 Mfg mml gg ? $ y ?r Art N o 6 s N g Z ?$ l€ w I f 1 ?FF C rage "I b OT "I b I ? OC I I Cv C, Efft- L y 'T?- - v A _ e F _7 T I+ ?I F _ -I _ S II ?? ti ?L yM IT n L D 1 - ` _ -- If -1 _ - -i u I - 1 Y zo F_ n I m m T l f m N m g n ? m I m x i I I I la I IF ml ?I G 1. ti i - I - ? I - I I I I ' D 1- I? - ¦®® i^ )ANNE ic- All ¦ 1? ? o ? ? n ® I ' F ° Z > of rg? <0 Rzr 2? S F , ; ?F_ = z ? S v:op a'c CL?I? C? 0- 2CG t ? ? ? ?R Ik ?R ? Z S £ 3 4 e A ? R'? ?i 8?? z i- tens Attachment number 6 Page 1 of 1 RESOLUTION NO. 09-03 A RESOLUTION OF THE CITY OF CLEARWATER, FLORIDA APPROVING A DEVELOPMENT AGREEMENT BETWEEN THE CITY OF CLEARWATER AND WILLIAM M. SHEPHARD, TRUSTEE; PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Clearwater is desirous of entering into a development agreement with William M. Shephard, Trustee; now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CLEARWATER, FLORIDA: Section 1. The Development Agreement between the City of Clearwater and William M. Shephard, Trustee, a copy of which is attached as Exhibit "A," is hereby approved. Section 2. This resolution shall take effect immediately upon adoption. PASSED AND ADOPTED this day of , 2009. Frank V. Hibbard Mayor Approved as to form: Leslie K. Dougall-Sides Assistant City Attorney Attest: Cynthia E. Goudeau City Clerk Resolution Ntt 0® 13 ?- Meeting Date: 12/17/2009 City Council Agenda Council Chambers - City Hall SUBJECT / RECOMMENDATION: Approve a Development Agreement between Agostino Digiovanni, Francesco Carriera and John Conti, as Co-Trustees of the Tropicana Resort Land Trust (the property owners) and the City of Clearwater, providing for the allocation of 95 units from the Hotel Density Reserve established in Beach by Design and adopt Resolution 09-38. SUMMARY: ¦ The 1. 106 acres is located on the south side of Third Street between Coronado Drive and Hamden Drive. The subject site has approximately 243 feet of frontage along Coronado Drive and 220 feet of frontage along Third Street. The subject property is being modified from its platted and developed property lines to accommodate the proposed development and will have approximately 167 feet of frontage along Hamden Drive. There are also four waterfront lots on the east side of Hamden Drive that are attached to the properties on the west side of Hamden Drive and are 10-foot in depth from Hamden Drive to the water. The waterfront lots are also being modified to coincide with this proposed hotel (Hotel A) and the adjacent hotel under FLD2009-08027/DVA2009-00003 at 316 Hamden Drive (Hotel B). The subject property is currently developed with a 46-unit motel and 138-seat restaurant. ¦ The proposal is for an overnight accommodation use of a total of 142 units (148.90 units/acre on net lot acreage, including the allocation of 95 units from the Hotel Density Reserve), restaurant use of 2,750 square feet, retail sales use of 3,900 square feet (0.137 FAR for restaurant and retail sales uses based on total lot area) and approximately 5,190 square feet of accessory uses to the hotel at a height of 74.33 feet (to flat roof deck). ¦ On November 17, 2009, the Community Development Board (CDB) approved with 16 conditions of approval a Flexible Development application for the construction of a 142-unit hotel with associated amenities, restaurant use of 2,750 square feet and retail sales use of 3,900 square feet (FLD2009-08026). The proposal is in compliance with the standards for development agreements, is consistent with the Comprehensive Plan and furthers the vision of beach redevelopment set forth in Beach by Design. The proposed Development Agreement will be in effect for a period not to exceed ten (10) years, meets the criteria for the allocation of units from the Hotel Density Reserve under Beach by Design and includes the following main provisions: Provides for the allocation of 95 units from the Hotel Density Reserve; Requires the developer to obtain building permits and certificates of occupancy in accordance with Community Development Code (CDC) Section 4-407; Requires the return of any hotel unit obtained from the Hotel Density Reserve that is not constructed; For units allocated from the Hotel Density Reserve, prohibits the conversion of any hotel unit to a residential use and requires the recording of a covenant restricting use of such hotel units to overnight accommodation usage; and Requires a legally enforceable mandatory evacuation/closure covenant that the hotel will be closed as soon as practicable after a hurricane watch that includes Clearwater Beach is posted by the National Hurricane Center. The Community Development Board reviewed this Development Agreement application at its public hearing on l?gygipAgo17, 2009, and unanimously recommended approval of the application (DVA2009-00002). Item # 9 Review Approval: 1) Legal 2) Clerk 3) Assistant City Manager 4) Clerk 5) City Manager 6) Clerk Cover Memo Item # 9 Attachment number 1 Page 1 of 1 AERIAL MAP Owner: Agostino DiGiovanni, Francesco Carriera Cases: FLD2009-08026 and John Conti, co-trustees of the DVA2009-00002 Tropicana Resort Land Trust Site: 300 Hamden Drive (Hotel A) Property Size: 1.108 acres PINs: 08-29-15-17604-000-0010 Atlas Page: 276A 08-29-15-17604-000-0020 (Portion of) 08-29-15-17586-001 -00 10 08-29-15-17586-001-0040 Item # 9 Attachment number 2 Page 1 of 1 N 94 N a 98 3 209 207 AOO 3 ?s P2 2° 212 209LDCTR 215 213 ?np 217 218 T L ^? a ^^ 221 216 p my 224 225 229 230 229 228 230 ti^ ^ I n ^ ^ n b 300 OSI ` 301 251 30 1Q5 305 309 .-------- 311 312 ...... 315 316 < 31 319LDCTR J/J 6 P 320 319 326 321 323 325 326 73 332 327 325 331 330 333 332 333 333 347 0 0 0 ^ o N 341 M M 347 343 342 345 35 345 o n ^ 1 34 346 ? ? ? M 8 N M v> M ? M 347 355 34,9 ZONING MAP Owner: Agostino DiGiovanni, Francesco Carriera Cases: FLD2009-08026 and John Conti, co-trustees of the DVA2009-00002 Tropicana Resort Land Trust Site: 300 Hamden Drive (Hotel A) Property Size: 1.108 acres PINs: 08-29-15-17604-000-0010 Atlas Page: 276A 08-29-15-17604-000-0020 (Portion of) 08-29-15-17586-001 -00 10 08-29-15-17586-001-0040 Item # 9 Attachment number 3 Page 1 of 4 CDB Meeting Date: November 17, 2009 Case Number: DVA2009-00002 (Related to FLD2009-08026, and FLD2009- 08027/DVA2009-00003 and FLD2009-09036) Agenda Item: E.1. Related to D.1., and D.2., D.3. and E.2.) Owners: John Conti, Francesco Carriera, Agostino DeGiovanni as Co-Trustees of Tropicana Resort Land Trust Applicant: Tropicana Resort Motels, LLC Representative: E.D. Armstrong III, Esquire, Johnson, Pope, Bokor, Ruppel & Burns, LLP Address: 300 Hamden Drive (including 301, 305, 309 and 315 Coronado Drive and a portion of 316 Hamden Drive) CITY OF CLEARWATER PLANNING AND DEVELOPMENT DEPARTMENT STAFF REPORT GENERAL INFORMATION: REQUEST: Review of, and recommendation to the City Council, of a Development Agreement between Agostino Digiovanni, Francesco Carriera and John Conti, as Co-Trustees of the Tropicana Resort Land Trust (the property owners) and the City of Clearwater, providing for the allocation of units from the Hotel Density Reserve under Beach by Design. CURRENT ZONING: Tourist (T) District CURRENT FUTURE LAND USE CATEGORY: Resort Facilities High (RFH) BEACH BY DESIGN CHARACTER DISTRICT: Small Motel PROPERTY USE: Current Use: 46-room motel and 138-seat restaurant Proposed Use: Overnight accommodation use of a total of 142 rooms (148.90 rooms/acre on net lot acreage, including the allocation of 95 units from the Hotel Density Reserve), restaurant use of 2,750 square feet, retail sales use of 3,900 square feet (0.137 FAR for restaurant and retail sales uses based on total lot area) and approximately 5,190 square feet of accessory uses to the hotel at a height of 74.33 feet (to flat roof deck) Community Development Board - November 17, 2009 DVA2009-00002 - Page 1 of 4 Item # 9 Attachment number 3 Page 2 of 4 EXISTING North: Tourist (T) District SURROUNDING Overnight accommodations ZONING AND USES: South: Tourist (T) District Retail sales, Offices and Overnight accommodations East: Preservation (P) District Clearwater Harbor West: Tourist (T) District Overnight accommodations, Restaurant and Retail sales ANALYSIS: Site Location and Existing Conditions: The 1.106 acres is located on the south side of Third Street between Coronado Drive and Hamden Drive. The subject property is currently developed with a 46-room motel and 138-seat restaurant. Development Proposal: The development proposal includes a companion Flexible Development application (FLD2009- 08026) to permit an overnight accommodation use of a total of 142 rooms (148.90 rooms/acre on net lot acreage, including the allocation of 95 units from the Hotel Density Reserve), restaurant use of 2,750 square feet, retail sales use of 3,900 square feet (0.137 FAR for restaurant and retail sales uses based on total lot area) and approximately 5,190 square feet of accessory uses to the hotel at a height of 74.33 feet (to flat roof deck). This proposed hotel (Hotel A) is joined to another hotel (Hotel B, 316 Hamden Drive, FLD2009-08027/DVA2009-00003) through three levels of parking and an amenity deck on the fourth level. There are 182 parking spaces on the Hotel A site. There is also an 18-slip accessory dock planned on the east side of Hamden Drive (FLD2009-09036). Development Agreement: The Development Agreement is a requirement for the allocation of hotel units from the Hotel Density Reserve, adopted as an amendment to Beach by Design under Ordinance 7925-08 on July 17, 2008. A total of 1,385 hotel rooms are available under the Hotel Density Reserve and this proposal requests the allocation of 95 units from it. The City has established the Development Agreement format as a means to facilitate the allocation of the units and to set forth appropriate provisions related to the development of the property. The proposed Development Agreement will be in effect for a period not to exceed ten (10) years, meets the criteria for the allocation of units from the Hotel Density Reserve under Beach by Design and includes the following main provisions: ? Provides for the allocation of 95 units from the Hotel Density Reserve; ? Requires the developer to obtain building permits and certificates of occupancy in accordance with Community Development Code (CDC) Section 4-407; Community Development Board - November 17, 2009 DVA2009-00002 - Page 2 of 4 Item # 9 Attachment number 3 Page 3 of 4 ? Requires the return of any hotel unit obtained from the Hotel Density Reserve that is not constructed; ? For units allocated from the Hotel Density Reserve, prohibits the conversion of any hotel unit to a residential use and requires the recording of a covenant restricting use of such hotel units to overnight accommodation usage; and ? Requires a legally enforceable mandatory evacuation/closure covenant that the hotel will be closed as soon as practicable after a hurricane watch that includes Clearwater Beach is posted by the National Hurricane Center. The Community Development Board (CDB) has been provided with the most recent Development Agreement. The City Council may enter into Development Agreements to encourage a stronger commitment on comprehensive and capital facilities planning, to ensure the provision of adequate public facilities for development, to encourage the efficient use of resources, and to reduce the economic cost of development. The CDB is required to review the proposed Development Agreement and make a recommendation to the City Council. SUMMARY AND RECOMMENDATION: The Development Review Committee (DRC) reviewed the application and supporting materials at its meeting of September 3, 2009, and deemed the development proposal to be legally sufficient to move forward to the Community Development Board (CDB), based upon the following findings of fact and conclusions of law: Findings of Fact: The Planning and Development Department, having reviewed all evidence submitted by the applicant and requirements of the Community Development Code (CDC), finds that there is substantial competent evidence to support the following findings of fact: 1. That the 1.106 acres is located on the south side of Third Street between Coronado Drive and Hamden Drive; 2. That the property is located within the Tourist (T) District and the Resort Facilities High (RFH) Future Land Use Plan category; 3. That the development proposal is subject to the requirements of Beach by Design, the Design Guidelines contained therein as the property is located within the Small Motel character district and the criteria for allocation of units from the Hotel Density Reserve. Conclusions of Law: The Planning and Development Department, having made the above findings of fact, reaches the following conclusions of law: 1. That the Development Agreement implements and formalizes the requirements for the construction of on-site and off-site improvements under the related site plan proposal (FLD2009-08026); Community Development Board - November 17, 2009 DVA2009-00002 - Page 3 of 4 Item # 9 Attachment number 3 Page 4 of 4 2. That the Development Agreement complies with the standards and criteria of CDC Section 4- 606; 3. That the Development Agreement is consistent with and furthers the Visions, Goals, Objectives and Policies of the Comprehensive Plan; 4. That the Development Agreement is consistent with the Visions, Goals, Objectives and Policies of Beach by Design and the Small Motel character district; and 5. That the Development Agreement complies with the criteria in Beach by Design for the allocation of units from the Hotel Density Reserve. Based upon the above, the Planning and Development Department recommends the APPROVAL, and recommendation to the City Council, of a Development Agreement between Agostino Digiovanni, Francesco Carriera and John Conti, as Co-Trustees of the Tropicana Resort Land Trust (the property owners) and the City of Clearwater, providing for the allocation of units from the Hotel Density Reserve under Beach by Design, for the property at 300 Hamden Drive (including 301, 305, 309 and 315 Coronado Drive and a portion of 316 Hamden Drive). Prepared by Planning and Development Department Staff: Wayne M. Wells, A1CP, Planner III ATTACHMENTS: ? Development Agreement with Exhibits ? Location Map ? Aerial Map ? Future Land Use Map ? Zoning Map S:IPlanningDepartmentlCDBIFLEX (FLD)IPending caseslUp for the next CDBIDVA2009-00002 -Hamden 300HotelA (T) 2009.xx - 11.17.09 CDB - WWHamden 300 Hotel A DVA Staff Report for 11.17.09 CDB. doe Community Development Board - November 17, 2009 DVA2009-00002 - Page 4 of 4 Item # 9 Attachment number 4 Page 1 of 50 DEVELOPMENT AGREEMENT (Hotel A - 300 Hamden Drive) THIS DEVELOPMENT AGREEMENT ("AGREEMENT") is dated 2009, and entered into between AGOSTINO DIGIOVANNI, FRANCESCO CARRIERA AND JOHN CONTI, AS CO-TRUSTEES OF THE TROPICANA RESORT LAND TRUST ("Developer"), its- successors and assigns, and the CITY OF CLEARWATER, FLORIDA, a political subdivision of the State of Florida acting through its City Council, the governing body thereof ("City"). RECITALS: WHEREAS, one of the major elements of the City's revitalization effort is a preliminary plan for the revitalization of Clearwater Beach entitled Beach by Design; WHEREAS, Sections 163.3220 - 163.3243, Florida Statutes, which set forth the Florida Local Government Development Agreement Act ("Act"), authorize the City to enter into binding development agreements with persons having a legal or equitable interest in real property located within the corporate limits of the City. WHEREAS, under Section 163.3223 of the Act, the City has adopted Section 4-606 of the City of Clearwater Community Development Code ("Code"), establishing procedures and requirements to consider and enter into development agreements. WHEREAS, Beach by Design as amended by the City of Clearwater Ordinance No. 7925-08 proposed additional hotel units to equalize development opportunities on the beach between overnight accommodations and attached dwellings and ensure Clearwater Beach remains a quality, family resort community by further providing for a reserve of additional hotel units ("Hotel Density Reserve") to be made available for such mid-sized hotel projects; WHEREAS, the Developer controls approximately 1.106 acres of real property ("Property") in the corporate limits of the City, more particularly described on Exhibit "A" attached hereto and incorporated herein. WHEREAS, the Developer desires to develop the Property by replacing historic hotel units and other uses in order to add 142 overnight accommodation units, meeting rooms, a pool, a retail area, restaurant and a parking garage, generally conforming to the architectural elevation dimensions shown in composite Exhibit B. WHEREAS, upon completion the planned hotel will contain 142 overnight accommodation units, which includes 95 units from the available Hotel Density Reserve; WHEREAS, the City has conducted such hearings as are required by and in accordance with Chapter 163.3220 Fla. Stat. (2008) and any other applicable law; Item # 9 Attachment number 4 Page 2 of 50 WHEREAS, the City has determined that, as of the Effective Date of this Agreement, the proposed project is consistent with the City's Comprehensive Plan and Land Development Regulations; WHEREAS, the City has additionally determined that, as of the Effective Date of this Agreement, the proposed project meets all the requirements for an award of additional density from the Hotel Density pool as referenced in Beach by Design; WHEREAS, the City has conducted public hearings as required by § 4-206 and 4-606 of the Community Development Code; WHEREAS, at a duly called and advertised public meeting on , 2009, the City Council approved this Agreement and authorized and directed its execution by the appropriate officials of the City; WHEREAS, the Community Development Board approved the design and site plan as FLD2009-08026 on , 2009 conditioned upon the approval and execution of this Agreement; WHEREAS, approval of this Agreement is in the interests of the City in furtherance of the City's goals of enhancing the viability of the resort community and in furtherance of the objectives of Beach by Design; and WHEREAS, Developer has approved this Agreement and has duly authorized certain individuals to execute this Agreement on Developer's behalf. STATEMENT OF AGREEMENT In consideration of and in reliance upon the premises, the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto intending to be legally bound and in accordance with the Act, agree as follows: SECTION 1. Recitals. The above recitals are true and correct and are a part of this Agreement. SECTION 2. Incorporation of the Act. This Agreement is entered into in compliance with and under the authority of the Code and the Act, the terms of which as of the date of this Agreement are incorporated herein by this reference and made a part of this Agreement. Words used in this Agreement without definition that are defined in the Act shall have the same meaning in this Agreement as in the Act. SECTION 3. Property Subiect to this Agreement. The Property described in Exhibit "A" is subject to this Agreement ("Property"). 2 Item # 9 Attachment number 4 Page 3 of 50 3.1 The Property currently has a land use designation of Resort Facilities High (RFH) and is zoned Tourist (T). 3.2. The Property is owned by Developer ("Owner"). Such ownership is evidenced by the deeds attached as Exhibit "C." 3.3 The Property is generally located at 300 Hamden Drive (including 301, 305, 309 and 315 Coronado Drive and a portion of 316 Hamden Drive), as more further described in Exhibit A. SECTION 4. Scope of Project. 4.1 The Project shall consist of no more than 142 overnight accommodation units, as defined by the Community Development Code. Such units may be traditional hotel rooms or fractional ownership units, as defined in the Code. 4.2 The Project shall include 182 parking spaces, as shown on the plans in Exhibit B and approved pursuant to FLD 2009-08026. 4.3 The proposed density of the Project is 148.90 rooms per acre; the proposed height of the building, as defined in the Code, is 74.33 feet to the top of the roof deck and 82 feet to the top of architectural embellishment; the Project includes 6,650 square feet of non-accessory retail sales and restaurant uses at a Floor Area Ratio (FAR) of 0.137 (based on total lot area); and the Project includes approximately 5,190 square feet of accessory use to the hotel, pursuant to the Project plans shown on Exhibit "B" and approved by FLD2009-08026. 4.4 The design of the Project, as represented in Exhibit "B", is consistent with Beach by Design, except as otherwise shown on Exhibit "B" and shall include, pursuant to Beach by Design: 4.4.1 Access to units shall be provided through a lobby and internal corridors. 4.4.2 A reservation system and desk area open to hotel guests, typical of a hotel shall be included in the lobby area of the Project. 4.5 The Project shall comply with the Metropolitan Planning Organization's (MPO) countywide approach to the application of concurrency management for transportation facilities. SECTION 5. Effective Date/Duration of this Agreement. 5.1 This Agreement shall not be effective until this Agreement is properly recorded in the public records of Pinellas County, Florida, and thirty (30) days have elapsed after having been received by the Department of Community Affairs pursuant to Florida Statutes Section 163.3239 and Clearwater Community Development Code Section 4-606.G.2. Item # 9 Attachment number 4 Page 4 of 50 5.2 Within fourteen (14) days after the City approves the execution of this Agreement, the City shall record the Agreement with the Clerk of the Circuit Court for Pinellas County. The Developer shall pay the cost of such recording. The City shall submit to the Department of Community Affairs a copy of the recorded Agreement within fourteen (14) days after the Agreement is recorded. 5.3 This Agreement shall continue in effect until terminated, as defined herein, but for a period not to exceed ten (10) years. SECTION 6. Obligations under this Agreement. 6.1 Obligations of the Developer 6. 1.1 The obligations under this Agreement shall be binding upon and the benefits of this Agreement shall inure to the Developer, its successors in interests or assigns. 6.1.2 At the time of development of the Property, the Developer will submit such applications and documentation as are required by law and shall comply with the City's Code applicable at the time of building permit review. 6.1.3 The following restrictions shall apply to development of the Property: 6.1.3.1 The Property and improvements located thereon shall be developed in substantial conformance with the Site Plan attached as Exhibit "B" and approved by the Community Development Board ("CDB") as case number FLD2009- 08026 including any conditions. Any minor revisions or changes to the Site Plan shall be consistent with the approved Site Plan and shall be approved by the Planning Director as a minor modification, pursuant to the Code. Any modifications determined by the Planning Director as either inconsistent with the approved Site Plan or constituting a substantial deviation from the approved Site Plan and thus requiring further approval by the CDB shall require an amendment to this Agreement in accordance with the procedures of the Act and the Code, as necessary and applicable. Any and all such approved and adopted amendments shall be recorded in the public records of Pinellas County, Florida. 6.1.3.2 The Developer shall obtain building permits and shall thereafter timely obtain required certificates of occupancy in accordance with the approved development order for FLD2009-08026 and Code Section 4-407. The Developer shall commence vertical construction, defined as work on the project other than clearing, grubbing, or other preliminary site preparation work, in accordance with applicable provisions of the Code and of the Florida Building Code. The date on which vertical construction commences shall hereinafter be referred to as the "Commencement Date." Nothing herein shall restrict Developer from seeking an extension of these time frames pursuant to applicable provisions of the Code and of the Florida Building Code or from seeking an amendment to this Agreement. 4 Item # 9 Attachment number 4 Page 5 of 50 6.1.3.3 The Developer shall execute, prior to commencement, a mandatory evacuation/closure covenant, substantially in the form of Exhibit "D," that the accommodation use will close as soon as practicable after a hurricane watch that includes Clearwater Beach is posted by the National Hurricane Center. 6.1.3.4 The Developer shall execute and record, prior to receipt of building permits, an appropriate cross-easement as provided in FLD 2009-08026. 6.1.4 Covenant of Unified Use, Unity of Title. Prior to the issuance of the first building permit for the Project, the Developer hereby agrees to execute the covenant of unified use and development for the Project Site providing that the Project Site shall be developed and used as a single project, the form of which covenant is attached as Exhibit "E;" provided however, that nothing shall preclude the Developer from selling the Fractional Share Units, or from selling all or a portion of the Developer's Property in the event that Developer determines not to construct the Project. Additionally, prior to the issuance of the first building permit for the Project, the Developer hereby agrees to execute a Declaration of Unity of Title for the Project Site providing that the Project Site shall be developed and used as a single project, the form of which Declaration of Unity of Title is available from the City Planning Department. It is understood and agreed that, in the event that the Developer enters into the anticipated covenant of unified use and development and Unity of Title, and the Developer elects not to construct the Project and notifies the City of its election in writing, and, alternatively, as of the date of expiration, termination or revocation of any rights of Developer to incorporate the Hotel Density Reserve Units into the Project, the City shall execute and deliver to the Developer a termination of the covenant of unified use and development suitable for recording in the Public Records of Pinellas County, Florida. Additionally, the City shall execute and deliver to the Developer a Release of Unity of Title suitable for recording in the Public Records of Pinellas County, Florida. 6.1.5 Allocation of Units from Hotel Density Reserve; Return of Units to Reserve Pool. Subject to the terms and conditions of this Agreement, the City hereby allocates and grants to the Developer from the Hotel Density Reserve an additional 79 hotel units to the Project site in accordance with applicable law. Such grant of units is dependent upon the demolition of existing units, as specified in the Demolition Plan included in FLD 2009-08026. In the event this Agreement is terminated pursuant to Section 10 of this Agreement or if any units granted to the Developer from the Hotel Density Reserve are not constructed in conjunction with the Project approved by FLD2009-08027 and in accordance with Paragraph 6.1.3.2, or if any units of the Project fail to meet and maintain the criteria for Hotel Density Reserve units contained in City of Clearwater Ordinance No. 7925-08, said units, shall be returned to the Hotel Density Reserve and be unavailable to the Developer for use on the Project, pursuant to Beach by Design. 6.1.6 Transient Use. Occupancy in the overnight accommodation units from the Hotel Density Reserve is limited to a term of one (1) month or thirty-one (31) 5 Item # 9 Attachment number 4 Page 6 of 50 consecutive days, whichever is less. Nothing herein shall prevent a purchaser of a fractional share unit from owning a period of time greater than thirty-one (31) days, provided every occupancy is limited to a term of one (1) month or thirty-one (31) consecutive days, whichever is less. 6.2 Obligations of the City. 6.2.1 The City shall promptly process site and construction plan applications for the Property that are consistent with the Comprehensive Plan and the Concept Plan and that meet the requirements of the Code. 6.2.2 The final effectiveness of the re-designations referenced in Section 6.2.1 is subject to: 6.2.2.1 The provisions of Chapters 163 and 166, Florida Statutes, as they may govern such amendments; and 6.2.2.2 The expiration of any appeal periods or, if an appeal is filed, the conclusion of such appeal. 6.2.3 Upon adoption of this Agreement, the Project shall receive 95 units from the Hotel Density Reserve as defined in Beach by Design. SECTION 7. Public Facilities to Service Development. The following public facilities are presently available to the Property from the sources indicated below. Development of the Property will be governed by the concurrency ordinance provisions applicable at the time of development approval, unless otherwise provided by law. With respect to transportation and other public infrastructure and services subject to concurrency requirements, all applicable concurrency provisions for the proposed development have been met. 7.1 Potable water is available from the City. The Developer shall be responsible for all necessary main extensions and applicable connection fees. 7.2 Sewer service is currently provided by the City. The Developer shall be responsible for all necessary main extensions and applicable connection fees. 7.3 Fire protection from the City. 7.4 Drainage facilities for the Property will be provided by the Developer at the Developer's sole expense. 7.5 Transportation concurrency requirements have been met. 7.6 All improvements associated with the public facilities identified in Subsections 7.1 through 7.4 shall be completed prior to the issuance of any certificate of occupancy. 6 Item # 9 Attachment number 4 Page 7 of 50 7.7 The Developer is responsible for the payment of any required impact fees. SECTION 8. Required Local Government Permits. The required local government development permits for development of the Property include, without limitation, the following: 8.1 Site plan approval(s) and associated utility licenses, access, and right-of-way utilization permits; 8.2 Construction plan approval(s); 8.3 Building permit(s); and 8.4 Certificate(s) of occupancy, SECTION 9. Consistency. The City finds that development of the Property is consistent with the terms of this Agreement, is consistent with the City Comprehensive Plan and the Code. SECTION 10. Termination. 10.1 If the Developer's obligations set forth in this Agreement are not followed in a timely manner, as reasonably determined by the City Manager, after notice to the Developer and an opportunity to be heard, existing permits shall be administratively suspended and issuance of new permits suspended until the Developer has fulfilled its obligations. Failure to timely fulfill its obligations may serve as a basis for termination of this Agreement by the City, at the discretion of the City and after notice to the Developer and an opportunity for the Developer to be heard. SECTION 11. Other Terms and Conditions. 11.1 Except in the case of termination, until ten( 10) years after the date of this Agreement, the Property shall not be subject to down-zoning, unit density reduction, or intensity reduction, unless the City has held a public hearing and determined: 11. That substantial changes have occurred in pertinent conditions existing at the time of approval of this Agreement; or 11.1.2 This Agreement is based on substantially inaccurate information provided by the Developer; or It. 1.3 That the change is essential to the public health, safety, or welfare. SECTION 12. Compliance with Law. The failure of this Agreement to address any particular permit, condition, term or restriction shall not relieve the 7 Item # 9 Attachment number 4 Page 8 of 50 Developer from the necessity of complying with the law governing such permitting requirements, conditions, terms or restrictions. SECTION 13. Notices. Notices and communications required or desired to be given under this Agreement shall be given to the parties by hand delivery, by nationally recognized overnight courier service such as Federal Express, or by certified mail, return receipt requested, addressed as follows (copies as provided below shall be required for proper notice to be given): If to the Developer: Agostino DiGiovanni, Francesco Carriera and John Conti, as Co-Trustees of the Tropicana Resort Land Trust 2245 North McMullen Booth Road Clearwater, FL 33759 With Copy to: E. D. Armstrong III, Esq. Johnson Pope Bokor Ruppel & Burns, LLP 911 Chestnut Street Clearwater, FL 33756 If to City: City of Clearwater, City Attorney ATTN: Pamela Akin, Esq. 112 South Osceola Avenue Clearwater, FL 33756 Properly addressed, postage prepaid, notices or communications shall be deemed delivered and received on the day of hand delivery, the next business day after deposit with an overnight courier service for next day delivery, or on the third 3rd day following deposit in the United States mail, certified mail, return receipt requested. The parties may change the addresses set forth above (including the addition of a mortgagee to receive copies of all notices), by notice in accordance with this Section. SECTION 14. ASSIGNMENTS. 14.1 By the Developer. 14. 1.1 Prior to the Commencement Date, the Developer may sell, convey, assign or otherwise dispose of any or all of its right, title, interest and obligations in and to the Project, or any part thereof, only with the prior written notice to the City, provided that such party (hereinafter referred to as the "assignee"), to the extent of the sale, conveyance, assignment or other disposition by the Developer to the assignee, shall be bound by the terms of this Agreement the same as the Developer for such part of the Project as is subject to such sale, conveyance, assignment or other disposition. 14.1.2 I f the assignee of the Developer's right, title, interest and obligations in and to the Project, or any part thereof assumes all of the Developer's obligations Item # 9 Attachment number 4 Page 9 of 50 hereunder for the Project, or that part subject to such sale, conveyance, assignment or other disposition, then the Developer shall be released from all such obligations hereunder which have been so assumed by the assignee, and the City agrees to execute an instrument evidencing such release, which shall be in recordable form. 14.1.3 An assignment of the Project, or any part thereof, by the Developer to any corporation, limited partnership, limited liability company, general partnership, or joint venture, in which the Developer (or an entity under common control with Developer) has either the controlling interest or through a joint venture or other arrangement shares equal management rights and maintains such controlling interest or equal management rights shall not be deemed an assignment or transfer subject to any restriction on or approvals of assignments or transfers imposed by this Agreement, provided, however, that notice of such assignment shall be given by the Developer to the City not less than thirty (30) days prior to such assignment being effective and the assignee shall be bound by the terms of this Agreement to the same extent as would the Developer in the absence of such assignment. 14.1.4 No assignee, purchaser, sublessee or acquirer of all or any part of the Developer's rights and obligations with respect to any one Parcel shall in any way be obligated or responsible for any of the Developer's obligations with respect to any other Parcel by virtue of this Agreement unless and until such assignee, purchaser, sublessee or acquire has expressly assumed the Developer's such other obligations. 14.1.5 Notwithstanding any other provision of this paragraph, the sale of individual Interval Ownership Units in the ordinary course of business shall not be subject to the requirements of this paragraph. 14.2 Successors and Assigns. The terms herein contained shall bind and inure to the benefit of the City, and its successors and assigns, and the Developer and, as applicable to the parties comprising Developer, their personal representatives, trustees, heirs, successors and assigns, except as may otherwise be specifically provided herein. SECTION 15. Minor Non-Compliance. The Developer will not be deemed to have failed to comply with the terms of this Agreement in the event such non- compliance, in the judgment of the City Manager, reasonably exercised, is of a minor or inconsequential nature. SECTION 16. Covenant of Cooperation. The parties shall cooperate with and deal with each other in good faith and assist each other in the performance of the provisions of this Agreement and in achieving the completion of development of the Property. SECTION 17. Approvals. Whenever an approval or consent is required under or contemplated by this Agreement such approval or consent shall not be unreasonably 9 Item # 9 Attachment number 4 Page 10 of 50 withheld, delayed or conditioned. All such approvals and consents shall be requested and granted in writing. SECTION 18. Completion of Agreement. Upon the completion of performance of this Agreement or its revocation or termination, a statement evidencing such completion, revocation or termination shall be signed by the parties hereto and recorded in the official records of the City. SECTION 19. Entire Agreement. This Agreement (including any and all Exhibits attached hereto all of which are a part of this Agreement to the same extent as if such Exhibits were set forth in full in the body of this Agreement), constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof. SECTION 20. Construction. The titles, captions and section numbers in this Agreement are inserted for convenient reference only and do not define or limit the scope or intent and should not be used in the interpretation of any section, subsection or provision of this Agreement. Whenever the context requires or permits, the singular shall include the plural, and plural shall include the singular and any reference in this Agreement to the Developer includes the Developer's successors or assigns. This Agreement was the production of negotiations between representatives for the City and the Developer and the language of the Agreement should be given its plain and ordinary meaning and should not be strictly construed against any party hereto based upon draftsmanship. If any term or provision of this Agreement is susceptible to more than one interpretation, one or more of which render it valid and enforceable, and one or more of which would render it invalid or unenforceable, such term or provision shall be construed in a manner that would render it valid and enforceable. SECTION 21. Partial Invalidity. If any term or provision of this Agreement or the application thereof to any person or circumstance is declared invalid or unenforceable, the remainder of this Agreement, including any valid portion of the invalid term or provision and the application of such invalid term or provision to circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and shall with the remainder of this Agreement continue unmodified and in full force and effect. Notwithstanding the foregoing, if such responsibilities of any party hereto are thereby limited, to the extent that the purpose of this Agreement or the benefits sought to be received hereunder are frustrated, such party shall have the right to terminate this Agreement upon fifteen (15) days written notice to the other parties. SECTION 22. Code Amendments. Subsequently adopted ordinances and codes of the City which is of general application not governing the development of land shall be applicable to the Property, and such modifications are specifically anticipated in this Agreement. SECTION 23. Governing Law. This Agreement shall be governed by, and construed in accordance with the laws of the State of Florida without regard to the conflict of laws principles of such state. 10 Item # 9 Attachment number 4 Page 11 of 50 SECTION 24. Counterparts. This Agreement may be executed in counterparts, all of which together shall continue one and the same instrument. SECTION 25. Amendment. This Agreement may be amended by mutual written consent of the City and the Developer so long as the amendment meets the requirements of the Act, applicable City ordinances, and Florida law. IN WITNESS WHEREOF, the parties have hereto executed this Agreement the date and year first above written. WITNESSES: Printed Name: Printed Name: STATE OF FLORIDA COUNTY OF PINELLAS Agostino DiGiovanni, as Co-Trustee of the Tropicana Resort Land Trust The foregoing instrument was acknowledged before me this_day of , 2009, by Agostino Digiovanni, as Co-Trustee of the Tropicana Resort Land Trust, who is personally known to me or has produced as identification. Notary Public Print Name: 11 Item # 9 Attachment number 4 Page 12 of 50 Printed Name: Printed Name: STATE OF FLORIDA COUNTY OF PINELLAS Francesco Carriera, as Co-Trustee of the Tropicana Resort Land Trust The foregoing instrument was acknowledged before me this_day of , 2009, by Francesco Carriera, as Co-Trustee of the Tropicana Resort Land Trust, who is _ personally known to me or has produced identification. Notary Public Print Name: 12 as item # 9 Attachment number 4 Page 13 of 50 Printed Name: Printed Name: STATE OF FLORIDA COUNTY OF PINELLAS John Conti, as Co-Trustee of the Tropicana Resort Land Trust The foregoing instrument was acknowledged before me this_day of , 2009, by John Conti, as Co-Trustee of the Tropicana Resort Land Trust, who is personally known to me or has produced as identification. Notary Public Print Name: 13 Item # 9 Attachment number 4 Page 14 of 50 CITY OF CLEARWATER, FLORIDA By: Printed Name: William B. Horne II, City Manager Printed Name: Attest: Cynthia E. Goudeau, City Clerk Countersigned: Frank V. Hibbard, Mayor Approved as to Form: Leslie K. Dougall-Sides Assistant City Attorney STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledged before me this _day of , 2009, by WILLIAM B. HORNE, II, as City Manager of the City of Clearwater, Florida, who is personally known to me or who produced as identification. Notary Public Print Name: Exhibit A Legal Description Exhibit B Site Plan Exhibit C Evidence of Ownership (Deeds) Exhibit D Covenant regarding Hurricane Operation Exhibit E Covenant of Unified Use #497221 v7 - Hotel A DVA (diGiovanni/Tropicana) Evacuation and Development, Use and 14 Item # 9 Attachment number 4 Page 15 of 50 EXHIBIT "A" Page 1 of 2 (Hotel A) F Parcel No. Street Address Portion of 08/29/15/17604/000/0020 316 Hamden Drive 08/29/15/17604/000/0010 309 Coronado Drive 08/29/15/17586/001/0010 301 Coronado Drive 08/29/15/17586/001/0040 315 Coronado Drive Item # 9 Attachment number 4 Page 16 of 50 EXHIBIT "A" Page 2 of 2 HOTEL "A" Lots 1, 2, 3 and 4, Block A, COLUMBIA SUB. NO. 2, according to the plat thereof as recorded in Plat Book 21, Page 79, of the Public Records of Pinellas County, Florida. TOGETHER WITH A part of Lots 1 and 2, COLUMBIA SUBDIVISION NO. 3, according to the plat thereof as recorded in Plat Book 27, Page 46, of the Public Records of Pinellas County, Florida, being more particularly described as follows: Commence at the Northeast corner of said Lot 1 for a Point of Beginning; thence Southerly along the Easterly boundary of said Lot 1, said line also being the Westerly right-of-way line of Hamden Drive (Hamilton Drive per plat), 167.41 feet along the Arc of a curve concave to the West having a Radius of 6507.52 feet, Chord Bearing and Length being S 06°45'36" W, 167.41 feet; thence N 83°02'46" W, 99.73 feet; thence S 06057'14" W, 61.00 feet; thence S 09°04'50" W, 23.34 feet; thence N 81°44'25" W, 10.77 feet to a point on the Westerly boundary of aforesaid Lot 2, said point also being the Southeast corner of Lot 4 of the aforementioned COLUMBIA SUB. NO. 2; thence Northerly along the Westerly boundary of aforesaid Lots 2 and 1, 248.79 feet along the Are of a curve concave to the West having a Radius of 6397.52 feet, Chord Bearing and Length being N 07°08'39" E, 248.77 feet to the Northwest corner of aforesaid Lot 1, thence S 84°27'30" E, along the North boundary of said Lot 1, said line also being the South right-of-way line of Third Street, 110.00 feet to the Point of Beginning. AND ALSO TOGETHER WITH Lot IA, Less the Southerly 8.60 feet thereof, COLUMBIA SUBDIVISION NO. 3, as recorded in Plat Book 27, Page 46, of the Public Records of Pinellas County, Florida. The parcel contains 48,190.53 square feet or 1.106 acres, more or less. Item # 9 Attachment number 4 Page 17 of 50 EXHIBIT B Site Plan Item # 9 I I I I I t i I N 60°45'56' W 10.00' ' I Y- 7C>tE I I ? 1 t 1 I 1 4 4 1 I I?1 y I _E 1 1 , f I ? ' Smil O ,M1 ^ I I is I lIE I ' O O Q ' .? itY I I O ? Gp. C I ? I o al ? I .x„ 1 \_ i s I I I? 0 A all PE}? STAKING SITE PLAN CR'? 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N ??Sk ra , ^ m Attachment number 4 SCHEMATIC DESIGN FOR _ - s - - " co D s° a t a ' S TROPICANA RESORT MOTELS V CD _ = CLEARWATER BEACH, FLORIDA 1 * C? - Attachment number 4 Page 21 of 50 ` v SCHEMATIC DESIGN FOR - } _ Y o. p = y s W a m TROPICANA RESORT MOTELS yR w n CLEARWATER BEACH, FLORIDA Attachment number 4 SCHEMATIC DESIGN FOR s - - ya ? _ ?o TROPICANA RESORT MOTELS >?m m m N n?? P ? R ? W? ?0 g =? CLEARWATER BEACH, FLORIDA v ?+®L?YI, 4 lllGF? I Attachment number 4 o SCHEMATIC DESIGN FOR - - s - TROPICANA RESORT MOTELS 3 CLEARWATER BEACH, FLORIDA D W } $ l Attachment number 4 Page 24 of 50 Lid- SCHEMATIC DESIGN FOR D o a T oN a TROPICANA RESORT MOTELS ohm - ?J m £ C' CLEARWATER BEACH, FLORIDA I t 9" Attachment number 4 Page 25 of 50 SCHEMATIC DESIGN FOR N o TROPICANA RESORT MOTELS w n y G CLEARWATER BEACH, FLORIDA I1 it Attachment number 4 Page 26 of 50 l m ®®® IBBI MIT J?- Imo!' m ? vf3..a ? d. nu ?€ mill Ill Ed HIE I p ------------------ m n Sl ' I? 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'x_ CLEARWATER BEACH, FLORIDA tel l l Attachment number 4 Page 28 of 50 EXHIBIT C Evidence of Ownership (deeds) Item # 9 Attachment number 4 Page 29 of 50 I#: 2004470137 BK: 13977 PG: 909, 12/02/2004 at 05:35 PM, RECORDING 3 PAGES $27.00 D DOC STAMP COLLECTION $24850.00 KARLEEN F. DE BLAKER, CLERK OF COURT PINELLAS COUNTY, FL BY DEPUTY CLERK: CLKDM03 4 PREPARED BY AND RETURW,''TO Stephan O. Cole, Esgcii:r,A ?.l Macfarlane Ferguson`A"McMullen 625 Court Street, ?66 200 Post Office Box k6,69; (33757) Clearwater, Flor da'B3756 WARRANTY DEED ti - TH:S,INDENTURE made this ay of December 2004, between JEDE';CORPORATION INC., a Florida corporation, of the County of Pi.rid 1-413, and the State of Florida, Party of the First Part, whose n ing address is 2919 West Bay Drive, Belleair Bluffs, Florida 3°3-770, and JOHN CONTI, FRANCESCO CARRIERA and AGOSTINO DIGIOVANNI, '., as Co-Trustees of TROPICANA RESORT LAND TRUST, with full power and ` +authority either to protect, conserve and to sell, lease, encumber, including all powers as setforth in F.S.689.071, or otherwise dispose of the real property described herein, Party of I . the Second Part, whose mailing address is ?Me 3 _& S/ P0 G t tF PG 2,2,-)6 7. W I T N E S S E T H: That the said Party of the First Part, for and in consid- eration of the sum of Ten Dollars ($10.00) to it in hand paid by the said Party of the Second Part, the receipt whereof is hereby acknowledged, has granted, bargained, sold, unto the said Party of the Second Part and its successors and assigns forever, all that certain parcel of land lying and being in the County of Pinellas, and State of Florida, more particularly described as follows; SEE EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF. Subject to 2005 real estate taxes; and restrictions, reservations and easements of record. Parcel I.D. No. 08/29/15/17604/000/0010 Together with all the tenements, hereditaments and appur- tenances, with every privilege, right, title, interest and estate, -1- Item # 9 Attachment number 4 PINELLAS COUNTY FL OFF. REC. BK 13977 PG 910 Page 30 of 50 I • i, dower and right' of 'dower, reversion, remainder and easement thereto belongh.g.pr in anywise appertaining. TO HAV?,.`AND TO HOLD the same in fee simple forever. And tne_`)?aid Party of the First Part does covenant with the said Party-,:n:f the Second Part that it is lawfully seized of the said pzemi§es, that it are free of all encumbrance, and that it has ,'goo d' right and lawful authority to sell the same; and that said- Party of the First Part doth hereby fully warrant the title s"aid land, and will defend the same against the lawful claims a-f -all persons whomsoever. IN WITNESS WHEREOF, the said Party of the First Part has hereunto set its hand and seal the day and year first above writ- ten. Signed, Sealed and Delivered I in Our Presence: JEDE CORPORATION, INC., a Florida corporation By: PPri?ff /Naame?? nnom. Deborah Well, as President Print Name C, Q C-k STATE OF FLORIDA COUNTY OF PINELLAS I HEREBY CERTIFY that before me personally appeared DEBORAH WELLS, as President of JEDE CORPORATION, INC., a Florida corporation, Dq to me personally known, [ ] or who has produced a current/valid driver's license as identification and who did take an oath, known to me to be the persons described in and who executed the foregoing instrument, and severally acknowledged the execution thereof to their free act and deed as such officers, for the uses and purposes therein expressed, and the said instrument is the act and deed of said corporation. I WITNESS my hang-and off' ' 1 seal at Clearwater, said County and State, this L day of h _ 2004. Not r Public Pr'nt Name: My Commission Expires: [SEAL] J paid iWmond r Wy Commis&W DDi33M -2- Item # 9 PINELLAS COUNTY FL OFF. REC. BK 13977 PG 911 • EXHIBIT "A `s PARCEL 1: Lots 1 and LA, COLUHDIA SUBDIVISION NO. 3, according to plat. thereof recorded in Plat Book 27, page 46, Public Records of Pinallas County, Florida; LESS,-th'e, South 26.5 feet of said Lot IA; and also less the following de9d:^i13ed portion of Lot is Begin at a point in the West boundary o[ a4?,ia Lot 1, which said point is. located 24.87 feet North along t' -id,?line from the Southwest corner of said Lot for a Point of BeginniAge,sand from the Point of Beginning thus established, run thence South a_`4istance of 24.87 feet to the Southwest corner o said Lot of run toi4c.k„.ast along the South boundary of said Lot i, a distance 110 f;eet? to the southeast corner of said Lot; run thence North along the Eas'e-bouhdary of said lot a distance of 26.5 feet; run thence West in a s tra34h :"line to the established point of beginning. VARC?L 2: Lo t Three (7) in Block A of COLUMBIA 270. 2 according to the map or plat ''?tkereof as recorded in Plat Book 21 Page 79 of the Public Records of `iinellas county, Florida. Attachment number 4 Page 31 of 50 Item # 9 Attachment number 4 I#: 2004487453 BK: 14004 PG: 577, 12/15/2004 at 02:16 PM, RECORDING 5 PAGES Page 32 of 50 $44.00 D DOC STAMP COLLECTION $4433.80 KARLEEN F. DE BLAKER, CLERK OF COURT PINELLAS COUNTY, FL BY DEPUTY CLERK: CLKRD25 Recording: 144-60 Doc. stamps: ?. 3 Int. tax: TOTAL: THIS INSTRUMENT WAS PREPARE_ D 13Y AND, AFTER RECORDING, RETURN TO: David R. Punzak, Esquire CARLTON FIELDS, P.A:., 200 Central Avenue, Suite 2300 St. Petersburg, Florida 3370 11 (727) 821-7000 (727) 822-3768 (FaoSimile} Grantee's TIN,. 117 A L T7 b Parcel Nos.:JK-' -i'5:175586-0-01 -0010 `08;29 rj5-175586-001-0020 WARRANTY DEED ;`HIS WARRANTY DEED is given this A day of December, 2004, by 'AILEXANDROS GALIATSATOS, as Trustee of the ALFXANDROS GALIATSATOS INTER /--rVIV>OS TRUST AGREEMENT DATED MARCH 3, 1997, and STAMO G. GALIATSATOS, as, Trustee of the STAMO GALIATSATOS INTER VIVOS TRUST AGREEMENT DATED `,MARCH 3, 1997, whose mailing address which is 305 Coronado Drive, Clearwater, Florida 33767 (collectively "Grantor") to AGOSTINO DIGIOVANNI, FRANCESCO CARRIERA, and JOHN CONTI, as Co-Trustees of the TROPICANA RESORT LAND TRUST, together with full power and authority to conserve, preserve, protect, sell, lease, mortgage, develop, subdivide or otherwise manage and dispose of the real property described herein, including all those powers as set forth in Florida Statute section 689.071, whose mailing address is 163 Bayway Drive, Clearwater, Florida 33767 ("Grantee"). WITNESSETH: THAT GRANTOR, for and in consideration of TEN AND NO/100THS DOLLARS ($10.00) and other good and valuable consideration, to Grantor in hand paid by Grantee, the receipt and legal sufficiency of which are hereby acknowledged by Grantor, has granted, bargained, and sold to Grantee, and Grantee's successors and assigns forever, all Grantor's undivided one third (1/3) interest (1/6 interest from each Grantor) in all of the real property in Pinellas County, Florida, described in Exhibit "A" attached hereto and by this reference made a part hereof (the "Pro pert '); TOGETHER with: (i) all of the right, title, interest, claim, and demand which Grantor has in and to, all and singular, the benefits, rights, privileges, easements, tenements, hereditaments, and other appurtenances pertaining to the Property, if any; and (ii) all improvements of whatever kind, character, or description to or on the Property, if any; SUBJECT TO ad valorem taxes for the year 2005 and any other taxes or assessments levied or assessed against the Property subsequent to the date hereof, and all of the matters described in Exhibit "B" which is attached hereto and by this reference made a part hereof (collectively, the "Permitted Exceptions'); STPg576982:1 I Item # 9 PINELLAS COUNTY FL OFF. REC. BK 14004 PG 578 TO HAVE AND TO VOID the same in fee simple forever; and GRANTOR hereby bovenants with Grantee that it is lawfully seized of the Property in fee simple; that it has,gooderight and lawful authority to sell and convey the Property; that it hereby fully warrants t}?&IiM to the Property and will defend the same against the lawful claims of all persons whomsoever; and that the Property is free of all encumbrances, except for the Permitted Exceptions. This is com iiercial property and is not, nor has it ever been, the Homestead of the Grantor. IN WTI SS WHEREOF, Grantor has executed this Warranty Deed on the day and year first above 0j' n. L NDROS GALIATSAT S, AS TRUSTEE OF THE ALEXANDROS GALIATSATOS INTER VIVOS TRUST AGREEMENT DATED MARCH 3, 1997 305 Coronado Drive Clearwater, Florida 33767 STAMO G. GALIATSATOS, AS TRUSTEE OF THE STAMO GALIATSATOS INTER VIVOS TRUST AGREEMENT DATED MARCH 3, 1997 305 Coronado Drive Clearwater, Florida 33767 STPN576982.1 Attachment number 4 Page 33 of 50 Item # 9 - Roil (k. Pn*bsi (Print name legibly on this line) PINELLAS COUNTY FL OFF. REC. BK 14004 PG 579 STATE OF FLORIDA COUNTY OF PINELLAS,•' ; j; •. The foregoing instXglneiit was acknowledged before me this L day of 2004, by ALEXANDROS GALIATSATOS, as Trustee of the ALEXANDROS GALIATSATOS INTER VNOS TRUST`AGREEMENT DATED MARCH 3, 1997 individua n tiehaf€a? the Trust. He is pe>sonally known to me or has produced te) driver'ser's ll no. _ N 4;9- Obit ? 5 - 014 -D as identification. My ConuniQo'h. xpires: ( NOTARY PUBLIC (Sign e) :... DA?li0R.PUN= Pv v???4 _ MY?COAIMISSM I DD 030000 3ERP,RES:SepWmber29,2005 . .Y il (Printed Name) ;6wptdlNU IDPUbk UM. (Title or Rank) (Serial Number, if any) The foregoing instrument was acknowledged before me this _ day of 2004, by STAMO G. GALIATSATOS, as Trustee of the STAMO GALIATSATOS INTER VIVOS TRUST AGREEMENT DATED MARCH 3, 1997, individually a e a e Trust. She is personally known to me or has produced FIA-. (stet driver's license no 6:4?4 -1110-3 J- 7 Q-0 as identification. My Commission Expires: TARY SEAL) "?'iiy. DAYID R. PUI?RN( ?; H?MYCOMMISSIONIDpInOp? ;?.,., y;?L•? EXPIRES: September29, 2005 NOTARY P LIC (Sign ) Aw U V19A (Printed Name) (Title or Rank) (Serial Number, if any) STP8576982.1 Attachment number 4 Page 34 of 50 Item # 9 Attachment number 4 Page 35 of 50 PINELLAS COUNTY FL OFF. REC. BK 14004 PG 580 ?.y EXHIBIT "A" ;Legal Description of Property Lots 1 and 2, Block A, COLVMBIA SUB. NO. 2, according to the map or plat thereof as recorded in Plat Book 2I,-Page 79, of the Public Records of Pinellas County, Florida. STPH576982.1 Item # 9 PINELLAS COUNTY FL OFF. REC. BK 14004 PG 581 EXHIBIT "B" -1 '-.j. Permitted Exceptions 1. Taxes for the yegr.2005, and all subsequent years, which are not yet due and payable. 2. Matters on Plat recorded in Plat Book 21, Page 79, of the Public Records of Pinellas County, Florida. . 3. Rights, b£tenants and possession under verbal leases. 4. Deglq i h of Unity of Title recorded in Official Records Book 9849, beginning at Page 292, of the Fulili6 Records of Pinellas County, Florida. 5. :.Rights of the United States Government and/or the State of Florida arising under the United States Government control over navigable waters and the inalienable rights of the State of Florida in the lands or water of similar character, as to any part of the Property which is s>ibrrletged beneath navigable waters or maybe artificially filled in land in what was formerly navigable waters, and any accretions thereto. STPN576982.1 - 5 Attachment number 4 Page 36 of 50 Item # 9 I#: 2005019858 $18.50 D DOC COUNTY, FL BY BK: 14067 PG: 1895, 01/18/2005 at 03:14 PM, RECORDING 2 PAGES STAMP COLLECTION $15400.00 KEN BURKE, CLERK OF COURT PINELLAS DEPUTY CLERK: CLKDMC3 WARRANTY DEED THIS WARRANTY DEED made the A day of January, 2005, by SEACOVE PARTNERSHIP;,=an Illinois General Partnership, hereinafter called the grantor, to AGOSTING bIGIOVANNI and FRANCESCO CARRIERA and JOHN CONTI, as Co- Trustees b f the Tropicana Resort Land Trust, with full power and authority to deal in and with the `property or any interest therein including full power and authority to protect, consenio sell, lease, encumber, develop, manage or dispose of the property, including all pow4rs under FS689.071(1), whose mailing address is 163 Bayway Drive, Clearwater, FL 337 7, hereinafter called the grantees: 1NITNESSETH: That the grantor, for and in consideration of the sum of TEN ($1`0,00) DOLLARS and other valuable considerations, receipt whereof is hereby -aztnowledged, hereby grants, bargains, sells, alienss, remises, releases, conveys and bonfirms unto the grantees, all that certain land situate in Pinellas County, Florida, to-wit: FOR LEGAL SEE EXHIBIT "A"ATTACHED HERETO TOGETHER with all the tenaments, hereditaments and appurtenances thereto belonging or in anywise appertaining. TO HAVE AND TO HOLD, the same in fee simple forever. AND the grantor hereby covenants with said grantees that the grantor is lawfully seized of said land in fee simple; that the grantor has good right and lawful authority to sell and convey said land; that the grantor hereby fully warrants the title to said land and will defend the same against the lawful claims of all persons whomsoever; and that said land is free of all encumbrances, except taxes accruing subsequent to December 31, 2004. IN WITNESS WHEREOF, the said grantor has caused these presents to be signed and sealed the day and year first above written. Signed, sealed and delivered in our presence: ? /?/o - , - Print: C.e- Print: Mo/ge SEACOVE PARTNERSHIP, an Illinois General Partnership By.. c? oUerson, eneral Partner By: Paul J. bscheid, General Partner STATE OF FLORIDA COUNTY OF PINELLAS I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State aforesaid and in the County aforesaid, to take acknowledgments, personally appeared EARLE L. ROBERSON and PAUL J. HOBSCHEID, General Partners of SEACOVE PARTNERSHIP, an Illinois General Partnership, who are personally known to me or who produced driver's licenses as identification. They acknowledge that they executed the foregoing Warranty Deed for an on behalf of said partnership. /Q WITNESS my hand and seal in the County and State last aforesaid this day of January, 2005. c1 / /1? RETURN TO: Prepared by: JERRY C. COBB, ESQUIRE 501 S. Ft. Harrison Ave., #206 Clearwater, FL 33756 r September 11, N07 '?hT,IhtR" +uwotonwu raovrunMeixwcl K+c Attachment number 4 Page 37 of 50 Item # 9 PINELLAS COUNTY FL OFF. REC BK 14067 PG 1896 Attachment number 4 Page 38 of 50 Lot 4 in Block'A.of COLUMBIA SUBDIVISION NO. 2, according to the map or plat thereof recorded-jp Plat Book 21, Page 79, of the Public Records of Pinellas County, Florida. PA]rCl';L'NO. 2: Lbts..Tand 2-A, COLUMBIA SUBDIVISION NO. 3, LESS the Southerly 45 feet thereof; ari it hf part of Lot 1 in COULLD,01A SUBDIVISION NO. 3, described as follows: Begin ,.al a point in the West boundary of said lot, which said point is located 24.87 feet North along `'said"line from the Southwest corner of said lot for a Point of Beginning; and from the Point eginning thus established, run thence South a distance of 24.87 feet to the Southwest ,'corner of said lot; run thence East along the South boundary of said lot a distance of I 10 feet '? '.? ?`?to the Southeast comer of said lot; run thence North along the East boundary of said lot a distance of 26.5 feet; run thence West in a straight line to the established Point of Beginning. Together with the South 26.5 feet of Lot 1-A in said COLUMMIA SUBDIVISION NO. 3, according to the map or plat thereof recorded in Plat Book 27, Page 46, of the Public Records of Pinellas County, Florida. EXHIBIT "A" Attachment number 4 Page 39 of 50 EXHIBIT D COVENANT REGARDING HURRICANE EVACUATION and DEVELOPMENT, USE AND OPERATION DECLARATION OF COVENANTS AND RESTRICTIONS THIS DECLARATION OF COVENANTS AND RESTRICTIONS ("Declaration") is made as of the day of 2009, by Agostino Digiovanni, Francesco Carriera and John Conti, as Co-Trustees of the Tropicana Resort Land Trust ("Developer"). Developer is the owner of fee simple title to the real property described in Schedule A attached hereto and made a part hereof (hereinafter, the ("Real Property"). The City of Clearwater, Florida (the "City"), has amended its Comprehensive Plan to designate Clearwater Beach as a Community Redevelopment District pursuant to the Pinellas County Planning Council Rules in order to implement the provisions of Beach by Design, a plan for the revitalization of Clearwater Beach. The designation of Clearwater Beach as a Community Redevelopment District (the "Designation") provides for the allocation of Hotel Density Reserve Units as an incentive for the development of mid-size quality hotels. Pursuant to the Designation, the allocation of Hotel Density Reserve Units is subject to compliance with a series of performance standards, including a requirement that resorts containing a hotel developed with Hotel Density Reserve Units shall be closed and all Guests evacuated from such resorts as soon as practicable after the National Hurricane Center posts a hurricane watch that includes Clearwater Beach. The purpose of such evacuation is to ensure that such a Resort Hotel is evacuated in advance of the period of time when a hurricane evacuation would be expected in advance of the approach of hurricane force winds. The City has granted, by City Council Resolution , passed and approved on Developer's application for Hotel Density Reserve Units pursuant to the Designation, subject to Developer's compliance with the requirements of the Designation. Developer desires for itself, and its successors and assigns, as owner, to establish certain rights, duties, obligations and responsibilities with respect to the use and operation of the Real Property in accordance with the terms and conditions of the allocation of the Hotel Density Reserve Units to the City and the Designation, which rights, duties, obligations and responsibilities shall be binding on any and all successors and assigns and will run with the title to the Real Property. THEREFORE, in consideration of the covenants and restrictions herein set forth and to be observed and performed, and in further consideration of the allocation of Hotel Density Reserve Units to Developer, and other good and valuable consideration, the Item # 9 Attachment number 4 Page 40 of 50 sufficiency of which is hereby acknowledged, Developer hereby declares, covenants and agrees as follows: 1. Benefit and Enforcement. These covenants and restrictions are made for the benefit of Developer and its successors and assigns and shall be enforceable by them and also for the benefit of the residents of the City and shall be enforceable on behalf of said residents by the City Council of the City. 2. Covenant of Development, Use and Operation. Developer hereby covenants and agrees to the development, use and operation of the Real Property in accordance with the provisions of this Declaration. 2.1 Use. The use of the resort on the Real Property is restricted as follows: 2.1.1 Occupancy in the overnight accommodation units from the Hotel Density Reserve is limited to a term of one month or thirty-one (31) consecutive days, whichever is less. Such units must be licensed as a public lodging establishment and classified as a hotel, and must be operated by a single licensed operator of the hotel. No hotel unit shall be used as a primary or permanent residence. 2.1.2 Nothing herein shall prevent a purchaser of a fractional share unit from owning a period of time greater than 31 days, provided every occupancy is limited to a term of one month or thirty-one (31) consecutive days, whichever is less. All hotel units shall be licensed as a public lodging establishment, a portion of which may be classified as a fractional share unit. No unit shall be used as a primary or permanent residence. 2.1.3 As used herein, the terms "transient occupancy," "public lodging establishment," "hotel," "time share," and "operator" shall have the meaning given to such terms in Chapter 509, Part I, Florida Statutes (2009). 2.2 Closure of Improvements and Evacuation. The Hotel developed on the Real Property shall be closed as soon as practicable upon the issuance of a hurricane watch by the National Hurricane Center, which hurricane watch includes Clearwater Beach, and all Hotel guests, visitors and employees other than emergency and security personnel required to protect the resort, shall be evacuated from the Hotel as soon as practicable following the issuance of said hurricane watch. In the event that the National Hurricane 2 Item # 9 Attachment number 4 Page 41 of 50 Center shall modify the terminology employed to. warn of the approach of hurricane force winds, the closure and evacuation provisions of this Declaration shall be governed by the level of warning employed by the National Hurricane Center which precedes the issuance of a forecast of probable landfall in order to ensure that the guests, visitors and employees will be evacuated in advance of the issuance of a forecast of probable landfall. 3 Effective Date. This Declaration shall become effective upon issuance of all building permits required to build the project ("Project") and Developer's commencement of construction of the Project, as evidenced by a Notice of Commencement for the Project. This Declaration shall expire and terminate automatically if and when the allocation of Reserve Units to the Developer expires or is terminated. 4 Governing Law. This Declaration shall be construed in accordance with and governed by the laws of the State of Florida. 5 Recording;. This Declaration shall be recorded in the chain of title of the Real Property with the Clerk of the Courts of Pinellas County, Florida. 6 Attorneys' Fees. Developer shall reimburse the City for any expenses, including reasonable attorneys' fees, which are incurred by the City in the event that the City determines that it is necessary and appropriate to seek judicial enforcement of this Declaration and the City obtains relief, whether by agreement of the parties or through order of a court of competent jurisdiction. 7 Severability. If any provision, or part thereof, of this Declaration or the application of this Declaration to any person or circumstance will be or is declared to any extent to be invalid or unenforceable, the remainder of this Declaration, or the application of such provision or portion thereof to any person or circumstance, shall not be affected thereby, and each and every other provision of this Declaration shall be valid and enforceable to the fullest extent permitted by law. [SIGNATURES PAGES TO FOLLOW] 3 Item # 9 Attachment number 4 Page 42 of 50 IN WITNESS WHEREOF, Developer has caused this Declaration to be executed this _, day of 2009. WITNESSES: WITNESSES: Printed Name: Printed Name: Printed Name: Printed Name: Printed Name: Printed Name: Printed Name: Printed Name: Agostino DiGiovanni, as Co-Trustee of the Tropicana Resort Land Trust Francesco Carriera, as Co-Trustee of the Tropicana Resort Land Trust John Conti, as Co-Trustee of the Tropicana Resort Land Trust CITY OF CLEARWATER, FLORIDA By: William B. Horne II, City Manager Attest: Cynthia E. Goudeau, City Clerk Countersigned: Frank V. Hibbard, Mayor 4 Item # 9 Attachment number 4 Page 43 of 50 Approved as to Form: Leslie K. Dougall-Sides Assistant City Attorney STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledged before me this_day of , 2009, by Agostino Digiovanni, as Co-Trustee of the Tropicana Resort Land Trust, who is personally known to me or has produced as identification. Notary Public Print Name: STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledged before me this_day of , 2009, by Francesco Carriera, as Co-Trustee of the Tropicana Resort Land Trust, who is personally known to me or has produced as identification. Notary Public Print Name: STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledged before me this_day of , 2009, by John Conti, as Co-Trustee of the Tropicana Resort Land Trust, who is personally known to me or has produced as identification. Notary Public Print Name: 5 Item #.9 Attachment number 4 Page 44 of 50 STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledged before me this _day of , 2009, by WILLIAM B. HORNE, II, as City Manager of the City of Clearwater, Florida, who is personally known to me or who produced as identification. Notary Public Print Name: 6 Item # 9 Attachment number 4 Page 45 of 50 SCHEDULE A HOTEL "A" Lots 1, 2, 3 and 4, Block A, COLUMBIA SUB. NO. 2, according to the plat thereof as recorded in Plat Book 21, Page 79, of the Public Records of Pinellas County, Florida. TOGETHER WITH A part of Lots 1 and 2, COLUMBIA SUBDIVISION NO. 3, according to the plat thereof as recorded in Plat Book 27, Page 46, of the Public Records of Pinellas County, Florida, being more particularly described as follows: Commence at the Northeast corner of said Lot 1 for a Point of Beginning; thence Southerly along the Easterly boundary of said Lot 1, said line also being the Westerly right-of-way line of Hamden Drive (Hamilton Drive per plat), 167.41 feet along the Arc of a curve concave to the West having a Radius of 6507.52 feet, Chord Bearing and Length being S 06°45'36" W, 1.67.41 feet; thence N 83°02'46" W, 99.73 feet; thence S 06°57'14" W, 61.00 feet; thence S 09°04'50" W, 23.34 feet; thence N 81°44'25" W, 10.77 feet to a point on the Westerly boundary of aforesaid Lot 2, said point also being the Southeast corner of Lot 4 of the aforementioned COLUMBIA SUB. NO. 2; thence Northerly along the Westerly boundary of aforesaid Lots 2 and 1, 248.79 feet along the Arc of a curve concave to the West having a Radius of 6397.52 feet, Chord Bearing and Length being N 07°08'39" E, 248.77 feet to the Northwest corner of aforesaid Lot 1, thence S 84°27'30" E, along the North boundary of said Lot 1, said line also being the South right-of-way line of Third Street, 110.00 feet to the Point of Beginning. AND ALSO TOGETHER WITH Lot IA, Less the Southerly 8.60 feet thereof, COLUMBIA SUBDIVISION NO. 3, as recorded in Plat Book 27, Page 46, of the Public Records of Pinellas County, Florida. The parcel contains 48,190.53 square feet or 1.106 acres, more or less. Item # 9 Attachment number 4 Page 46 of 50 EXHIBIT E COVENANT OF UNIFIED USE PLEASE RETURN RECORDED DOCUMENT TO: E. D. Armstrong III, Esquire Johnson, Pope, Bokor, Ruppel & Burns, LLP 911 Chestnut Street Clearwater, Florida 33756 COVENANT OF UNIFIED USE THIS COVENANT OF UNIFIED USE (the "Agreement") is executed this _day of , 2009 by Agostino Digiovanni, Francesco Carriera and John Conti, as Co-Trustees of the Tropicana Resort Land Trust ("Developer"). WITNESSETH: WHEREAS, Developer is the owner of the real property legally described on Schedule "A" attached hereto and incorporated herein by reference (the "Real Property"); and WHEREAS, Developer and the City of Clearwater, Florida (the "City") are parties to that certain Development Agreement dated , 2009 (the "Development Agreement"), pursuant to which the City has agreed that Developer may develop and construct upon the Real Property a hotel project as described in the Development Agreement (the "Project"); and WHEREAS, Developer intends to develop and operate the Real Property for a unified use, as more particularly described in this Agreement. NOW, THEREFORE, in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Developer does hereby agree that, effective as of the date on which Developer receives all permits required to construct the Project and Developer commences construction' thereof, as evidenced by a Notice of Commencement for the Project, the Real Property shall be developed and operated as a hotel as described in the Development Agreement. The restrictions set forth in the preceding sentence shall expire automatically when and if Developer's allocation of additional hotel units (as defined in the Development Agreement) expires or is terminated. Nothing in this Agreement shall require Developer to develop the Project or restrict Developer's ability to sell, assign, transfer or otherwise convey its right in and to the Real Property or any portion or Item # 9 Attachment number 4 Page 47 of 50 portions thereof to unrelated third-parties. Further, nothing in this Agreement shall preclude the purchase and sale of one or more Fractional Share Units that may be constructed as a part of the Project (the "Fractional Ownership") (or Hotel Units (as defined in the Development Agreement) if sold in a condominium form of ownership), to separate, unrelated third parties, provided that such Fractional Share Ownership or Hotel Units are operated and occupied as part of the Project as a single unified project throughout the term of this Agreement. Developer agrees that the City shall have the right to enforce the terms and conditions of this Agreement. Notwithstanding the foregoing, all Hotel Units may be operated by a single hotel operator and all Fractional Share Units may be operated by a different, single management firm/operator. IN WITNESS WHEREOF, Developer has caused this Agreement to be executed this day of 52009. WITNESSES: Printed Name: Printed Name: Printed Name: Printed Name: Printed Name: Printed Name: Agostino DiGiovanni, as Co-Trustee of the Tropicana Resort Land Trust Francesco Carriera, as Co-Trustee of the Tropicana Resort Land Trust John Conti, as Co-Trustee of the Tropicana Resort Land Trust 2 Item # 9 Attachment number 4 Page 48 of 50 Printed Name: By: CITY OF CLEARWATER, FLORIDA Printed Name: STATE OF FLORIDA COUNTY OF PINELLAS William B. Horne II, City Manager Attest: Cynthia E. Goudeau, City Clerk Countersigned: Frank V. Hibbard, Mayor Approved as to Form: Leslie K. Dougall-Sides Assistant City Attorney The foregoing instrument was acknowledged before me this_day of , 2009, by Agostino Digiovanni, as Co-Trustee of the Tropicana Resort Land Trust, who is personally known to me or has produced as identification. Notary Public Print Name: STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledged before me this_day of , 2009, by Francesco Carriera, as Co-Trustee of the Tropicana Resort Land Trust, who is personally known to me or has produced as identification. Notary Public Print Name: 3 Item # 9 Attachment number 4 Page 49 of 50 STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledged before me this_day of , 2009, by John Conti, as Co-Trustee of the Tropicana Resort Land Trust, who is personally known to me or has produced as identification. Notary Public Print Name: STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledged before me this _day of , 2009, by WILLIAM B. HORNE, 11, as City Manager of the City of Clearwater, Florida, who is personally known to me or who produced as identification. Notary Public Print Name: 4 Item # 9 Attachment number 4 Page 50 of 50 SCHEDULE A HOTEL "A" Lots 1, 2, 3 and 4, Block A, COLUMBIA SUB. NO. 2, according to the plat thereof as recorded in Plat Book 21, Page 79, of the Public Records of Pinellas County, Florida. TOGETHER WITH A part of Lots 1 and 2, COLUMBIA SUBDIVISION NO. 3, according to the plat thereof as recorded in Plat Book 27, Page 46, of the Public Records of Pinellas County, Florida, being more particularly described as follows: Commence at the Northeast corner of said Lot 1 for a Point of Beginning; thence Southerly along the Easterly boundary of said Lot 1, said line also being the Westerly right-of-way line of Hamden Drive (Hamilton Drive per plat), 167.41 feet along the Arc of a curve concave to the West having a Radius of 6507.52 feet, Chord Bearing and Length being S 06°45'36" W, 167.41 feet; thence N 83°02'46" W, 99.73 feet; thence S 06°5714" W, 61.00 feet; thence S 09°04'50" W, 23.34 feet; thence N 81°44'25" W, 10.77 feet to a point on the Westerly boundary of aforesaid Lot 2, said point also being the Southeast corner of Lot 4 of the aforementioned COLUMBIA SUB. NO. 2; thence Northerly along the Westerly boundary of aforesaid Lots 2 and 1, 248.79 feet along the Arc of a curve concave to the West having a Radius of 6397.52 feet, Chord Bearing and Length being N 07°08'39" E, 248.77 feet to the Northwest corner of aforesaid Lot 1, thence S 84°27'30" E, along the North boundary of said Lot 1, said line also being the South right-of-way line of Third Street, 110.00 feet to the Point of Beginning. AND ALSO TOGETHER WITH Lot 1A, Less the Southerly 8.60 feet thereof, COLUMBIA SUBDIVISION NO. 3, as recorded in Plat Book 27, Page 46, of the Public Records of Pinellas County, Florida. The parcel contains 48,190.53 square feet or 1.106 acres, more or less. Item # 9 ?- Meeting Date: 12/17/2009 City Council Agenda Council Chambers - City Hall SUBJECT / RECOMMENDATION: Approve a Development Agreement between Agostino Digiovanni, Francesco Carriera and John Conti, as Co-Trustees of the Tropicana Resort Land Trust and Flamingo Bay Condominium Developers, LLC (the property owners) and the City of Clearwater, providing for the allocation of 79 units from the Hotel Density Reserve established in Beach by Design and adopt Resolution 09- 39. SUMMARY: ¦ The 0.82 acres is located on the west side of Hamden Drive approximately 200 feet south of Third Street. The subject property is being modified from its platted and developed property lines to accommodate the proposed development and will have approximately 312 feet of frontage along Hamden Drive. There are also four waterfront lots on the east side of Hamden Drive that are attached to the properties on the west side of Hamden Drive and are 10-foot in depth from Hamden Drive to the water. The waterfront lots are also being modified to coincide with this proposed hotel (Hotel B) and the adjacent hotel under FLD2009-08026/DVA2009-00002 at 300 Hamden Drive (Hotel A). The subject property is currently developed with an 18-unit motel. This site was also previously developed with a 12-unit motel at 326 Hamden Drive and a 20-unit motel at 330 Hamden Drive. These two motels were demolished in early 2009 and this area is currently used as a temporary parking lot. ¦ The proposal is for an overnight accommodation use of a total of 118 units (149.44 units/acre on net lot acreage, including the allocation of 79 units from the Hotel Density Reserve), retail sales use of 1,335 square feet (0.037 FAR based on original lot square footage) and approximately 1,060 square feet of accessory use to the hotel at a height of 84 feet (to flat roof deck). ¦ On November 17, 2009, the Community Development Board (CDB) approved with 16 conditions of approval a Flexible Development application for the construction of a 118-unit hotel with associated amenities (FLD2009-08027). The proposal is in compliance with the standards for development agreements, is consistent with the Comprehensive Plan and furthers the vision of beach redevelopment set forth in Beach by Design. The proposed Development Agreement will be in effect for a period not to exceed ten (10) years, meets the criteria for the allocation of units from the Hotel Density Reserve under Beach by Design and includes the following main provisions: Provides for the allocation of 79 units from the Hotel Density Reserve; Requires the developer to obtain building permits and certificates of occupancy in accordance with Community Development Code (CDC) Section 4-407; Requires the return of any hotel unit obtained from the Hotel Density Reserve that is not constructed; For units allocated from the Hotel Density Reserve, prohibits the conversion of any hotel unit to a residential use and requires the recording of a covenant restricting use of such hotel units to overnight accommodation usage; and Requires a legally enforceable mandatory evacuation/closure covenant that the hotel will be closed as soon as practicable after a hurricane watch that includes Clearwater Beach is posted by the National Hurricane Center. Cover Memo The Community Development Board reviewed this Development Agreement application at its public hearing on November 17, 2009, and unanimously recommended approval of the application (DVA2009-00003). Item # 10 Review Approval: 1) Office of Management and Budget 2) Legal 3) Clerk 4) Assistant City Manager 5) Clerk 6) City Manager 7) Clerk Cover Memo Item # 10 Attachment number 1 Page 1 of 1 AERIAL MAP Owners: Agostino DiGiovanni, Francesco Carriera and John Cases: FLD2009-08027 Conti, co-trustees of the Tropicana Resort Land Trust; DVA2009-00003 and Flamingo Bay Condominium Developers, LLC Site: 316 Hamden Drive (Hotel B) Property Size: 0.819 acres PINs: 08-29-15-17604-000-0020 (Portion of) Atlas Page: 276A 08-29-15-17604-000-0030 Item # 10 Attachment number 2 Page 1 of 1 209LDCTR 12 215 217 213 218 n SECOND ST Q 221 21s 2° Q 224 225 229 229 230 V 228 230 ti n N n n n b M 301 300 251 301 300 305 30 305 309 309 OSI R 311 312 ... .. i 315 316 315 319LDCTR 377 6 320 31g 326 321 323 325 'i3 D332 T 327 325 1 T Y 331 333 332 333 333 347 347 0 0 0 BR/GyT w 347 343 342 A TER DR 345 35 345 o ^ n ? 7 34 346 ? ? 8 ? N M v> M M ? 347 355 353 348 5 FIFTH S T 350 0 401 401 A 1 ZONING MAP Owners: Agostino Di Giovanni, Francesco Carriera and John Cases: FLD2009-08027 Conti, co-trustees of the Tropicana Resort Land Trust; DVA2009-00003 and Flamingo Bay Condominium Developers, LLC Site: 316 Hamden Drive (Hotel B) Property Size: 0.819 acres PINs: 08-29-15-17604-000-0020 (Portion of) Atlas Page: 276A 08-29-15-17604-000-0030 Item # 10 Attachment number 3 Page 1 of 4 CDB Meeting Date: November 17, 2009 Case Number: DVA2009-00003 (Related to FLD2009-08027, and FLD2009- 08026/DVA2009-00002 and FLD2009-09036) Agenda Item: E.2. Related to D.2., and D.1., D.3. and E.1.) Owners: John Conti, Francesco Carriera, Agostino DeGiovanni as Co-Trustees of Tropicana Resort Land Trust, and Flamingo Bay Condominium Developers, LLC Applicant: Tropicana Resort Motels, LLC Representative: E.D. Armstrong III, Esquire, Johnson, Pope, Bokor, Ruppel & Burns, LLP Address: 316 Hamden Drive (including a portion of 316 Hamden Drive and 326 and 330 Hamden Drive) CITY OF CLEARWATER PLANNING AND DEVELOPMENT DEPARTMENT STAFF REPORT GENERAL INFORMATION: REQUEST: Review of, and recommendation to the City Council, of a Development Agreement between Agostino Digiovanni, Francesco Carriera and John Conti, as Co-Trustees of the Tropicana Resort Land Trust and Flamingo Bay Condominium Developers, LLC (the property owners) and the City of Clearwater, providing for the allocation of units from the Hotel Density Reserve under Beach by Design. CURRENT ZONING: Tourist (T) District CURRENT FUTURE LAND USE CATEGORY: Resort Facilities High (RFH) BEACH BY DESIGN CHARACTER DISTRICT: Small Motel PROPERTY USE: Current Use: 18-room motel and temporary parking lot Proposed Use: Overnight accommodation use of a total of 118 rooms (149.44 rooms/acre on net lot acreage, including the allocation of 79 units from the Hotel Density Reserve), retail sales use of 1,335 square feet (0.037 FAR for retail sales use based on total lot area) and approximately 1,060 square feet of accessory use to the hotel at a height of 84 feet (to flat roof deck) Community Development Board - November 17, 2009 DVA2009-00003 - Page 1 of 4 Item # 10 Attachment number 3 Page 2 of 4 EXISTING North: Tourist (T) District SURROUNDING Overnight accommodations ZONING AND USES: South: Tourist (T) District Retail sales, Offices and Overnight accommodations East: Preservation (P) District Clearwater Harbor West: Tourist (T) District Overnight accommodations, Restaurant and Retail sales ANALYSIS: Site Location and Existing Conditions: The 0.82 acres is located on the west side of Hamden Drive approximately 200 feet south of Third Street. The subject property is currently developed with a 18-room motel. This site was previously developed with a 12-unit motel at 326 Hamden Drive and a 20-unit motel at 330 Hamden Drive. These two motels were demolished in early 2009 and this area is currently used as a temporary parking lot. Development Proposal: The development proposal includes a companion Flexible Development application (FLD2009- 08027) to permit an overnight accommodation use of a total of 118 rooms (149.44 rooms/acre on net lot acreage, including the allocation of 79 units from the Hotel Density Reserve), retail sales use of 1,335 square feet (0.037 FAR for retail sales use based on total lot area) and approximately 1,060 square feet of accessory use to the hotel at a height of 84 feet (to flat roof deck). This proposed hotel (Hotel B) is joined to another hotel (Hotel A, 300 Hamden Drive, FLD2009-08026/DVA2009-00002) through three levels of parking and an amenity deck on the fourth level. There are 120 parking spaces on the Hotel B site. There is also an 18-slip accessory dock planned on the east side of Hamden Drive (FLD2009-09036). Development Agreement: The Development Agreement is a requirement for the allocation of hotel units from the Hotel Density Reserve, adopted as an amendment to Beach by Design under Ordinance 7925-08 on July 17, 2008. A total of 1,385 hotel rooms are available under the Hotel Density Reserve and this proposal requests the allocation of 79 units from it. The City has established the Development Agreement format as a means to facilitate the allocation of the units and to set forth appropriate provisions related to the development of the property. The proposed Development Agreement will be in effect for a period not to exceed ten (10) years, meets the criteria for the allocation of units from the Hotel Density Reserve under Beach by Design and includes the following main provisions: ? Provides for the allocation of 79 units from the Hotel Density Reserve; ? Requires the developer to obtain building permits and certificates of occupancy in accordance with Community Development Code (CDC) Section 4-407; Community Development Board - November 17, 2009 DVA2009-00003 - Page 2 of 4 Item # 10 Attachment number 3 Page 3 of 4 ? Requires the return of any hotel unit obtained from the Hotel Density Reserve that is not constructed; ? For units allocated from the Hotel Density Reserve, prohibits the conversion of any hotel unit to a residential use and requires the recording of a covenant restricting use of such hotel units to overnight accommodation usage; and ? Requires a legally enforceable mandatory evacuation/closure covenant that the hotel will be closed as soon as practicable after a hurricane watch that includes Clearwater Beach is posted by the National Hurricane Center. The Community Development Board (CDB) has been provided with the most recent Development Agreement. The City Council may enter into Development Agreements to encourage a stronger commitment on comprehensive and capital facilities planning, to ensure the provision of adequate public facilities for development, to encourage the efficient use of resources, and to reduce the economic cost of development. The CDB is required to review the proposed Development Agreement and make a recommendation to the City Council. SUMMARY AND RECOMMENDATION: The Development Review Committee (DRC) reviewed the application and supporting materials at its meeting of September 3, 2009, and deemed the development proposal to be legally sufficient to move forward to the Community Development Board (CDB), based upon the following findings of fact and conclusions of law: Findings of Fact: The Planning and Development Department, having reviewed all evidence submitted by the applicant and requirements of the Community Development Code (CDC), finds that there is substantial competent evidence to support the following findings of fact: 1. That the 0.82 acres is located on the west side of Hamden Drive approximately 200 feet south of Third Street; 2. That the property is located within the Tourist (T) District and the Resort Facilities High (RFH) Future Land Use Plan category; 3. That the development proposal is subject to the requirements of Beach by Design, the Design Guidelines contained therein as the property is located within the Small Motel character district and the criteria for allocation of units from the Hotel Density Reserve. Conclusions of Law: The Planning and Development Department, having made the above findings of fact, reaches the following conclusions of law: 1. That the Development Agreement implements and formalizes the requirements for the construction of on-site and off-site improvements under the related site plan proposal (FLD2009-08027); Community Development Board - November 17, 2009 DVA2009-00003 - Page 3 of 4 Item # 10 Attachment number 3 Page 4 of 4 2. That the Development Agreement complies with the standards and criteria of CDC Section 4- 606; 3. That the Development Agreement is consistent with and furthers the Visions, Goals, Objectives and Policies of the Comprehensive Plan; 4. That the Development Agreement is consistent with the Visions, Goals, Objectives and Policies of Beach by Design and the Small Motel character district; and 5. That the Development Agreement complies with the criteria in Beach by Design for the allocation of units from the Hotel Density Reserve. Based upon the above, the Planning and Development Department recommends the APPROVAL, and recommendation to the City Council, of a Development Agreement between Agostino Digiovanni, Francesco Carriera and John Conti, as Co-Trustees of the Tropicana Resort Land Trust and Flamingo Bay Condominium Developers, LLC (the property owners) and the City of Clearwater, providing for the allocation of units from the Hotel Density Reserve under Beach by Design, for the property at 316 Hamden Drive (including a portion of 316 Hamden Drive and 326 and 330 Hamden Drive). Prepared by Planning and Development Department Staff: Wayne M. Wells, A1CP, Planner III ATTACHMENTS: ? Development Agreement with Exhibits ? Location Map ? Aerial Map ? Future Land Use Map ? Zoning Map S:IPlanningDepartmentlCDBIFLEX (FLD)IPending caseslUp for the next CDBIDVA2009-00003 -Hamden 316Hotel B (T) 2009.xx - 11.17.09 CDB - WWHamden 316Hote1B DVA Staff Report for 11.17.09 CDB. doe Community Development Board - November 17, 2009 DVA2009-00003 - Page 4 of 4 Item # 10 Attachment number 4 Page 1 of 53 DEVELOPMENT AGREEMENT (Hotel B - 316 Hamden Drive) THIS DEVELOPMENT AGREEMENT ("AGREEMENT") is dated 2009, and entered into between AGOSTINO DIGIOVANNI, FRANCESCO CARRIERA AND JOHN CONTI, AS CO-TRUSTEES OF THE TROPICANA RESORT LAND TRUST and FLAMINGO BAY CONDOMINIUM DEVELOPERS, LLC, a Florida limited liability company (collectively, "Developer"), its successors and assigns, and the CITY OF CLEARWATER, FLORIDA, a political subdivision of the State of Florida acting through its City Council, the governing body thereof ("City"). RECITALS: WHEREAS, one of the major elements of the City's revitalization effort is a preliminary plan for the revitalization of Clearwater Beach entitled Beach by Design; WHEREAS, Sections 163.3220 - 163.3243, Florida Statutes, which set forth the Florida Local Government Development Agreement Act ("Act"), authorize the City to enter into binding development agreements with persons having a legal or equitable interest in real property located within the corporate limits of the City. WHEREAS, under Section 163.3223 of the Act, the City has adopted Section 4-606 of the City of Clearwater Community Development Code ("Code"), establishing procedures and requirements to consider and enter into development agreements. WHEREAS, Beach by Design as amended by the City of Clearwater Ordinance No. 7925-08 proposed additional hotel units to equalize development opportunities on the beach between overnight accommodations and attached dwellings and ensure Clearwater Beach remains a quality, family resort community by further providing for a reserve of additional hotel units ("Hotel Density Reserve") to be made available for such mid-sized hotel projects; WHEREAS, the Developer controls approximately 0.820 acre of real property ("Property") in the corporate limits of the City, more particularly described on Exhibit A attached hereto and incorporated herein. WHEREAS; the Developer desires to develop the Property by replacing historic hotel units and other uses in order to add 118 overnight accommodation units, pool, and a parking garage, generally conforming to the architectural elevation dimensions shown in composite Exhibit B. WHEREAS, upon completion the planned hotel will contain 118 units, which includes 79 units from the available Hotel Density Reserve; WHEREAS, the City has conducted such hearings as are required by and in accordance with Chapter 163.3220 Fla. Stat. (2008) and any other applicable law; Item # 10 Attachment number 4 Page 2 of 53 WHEREAS, the City has determined that, as of the Effective Date of this Agreement, the proposed project is consistent with the City's Comprehensive Plan and Land Development Regulations; WHEREAS, the City has additionally determined that, as of the Effective Date of this Agreement, the proposed project meets all the requirements for an award of additional density from the Hotel Density pool as referenced in Beach by Design; WHEREAS, the City has conducted public hearings as required by § 4-206 and 4-606 of the Community Development Code; WHEREAS, at a duly called and advertised public meeting on , 2009, the City Council approved this Agreement and authorized and directed its execution by the appropriate officials of the City; WHEREAS, the Community Development Board approved the design and site plan as FLD2009-08027 on , 2009 conditioned upon the approval and execution of this Agreement; WHEREAS, approval of this Agreement is in the interests of the City in furtherance of the City's goals of enhancing the viability of the resort community and in furtherance of the objectives of Beach by Design; and WHEREAS, Developer has approved this Agreement and has duly authorized certain individuals to execute this Agreement on Developer's behalf. STATEMENT OF AGREEMENT In consideration of and in reliance upon the premises, the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto intending to be legally bound and in accordance with the Act, agree as follows: SECTION 1. Recitals. The above recitals are true and correct and are a part of this Agreement. SECTION 2. Incorporation of the Act. This Agreement is entered into in compliance with and under the authority of the Code and the Act, the terms of which as of the date of this Agreement are incorporated herein by this reference and made a part of this Agreement. Words used in this Agreement without definition that are defined in the Act shall have the same meaning in this Agreement as in the Act. SECTION 3. Property Subject to this Agreement. The Property described in Exhibit "A" is subject to this Agreement ("Property"). 2 Item # 10 Attachment number 4 Page 3 of 53 3.1 The Property currently has a land use designation of Resort Facilities High (RFH) and is zoned Tourist (T). 3.2 The Property is owned in fee simple by Developer. Such ownership is evidenced by copies of deeds included as Exhibit C. 3.3 The Property is generally located at 316 Hamden Drive (including 326 and 330 Hamden Drive and a portion of 316 Hamden Drive), as more particularly described in Exhibit A. SECTION 4. Scope of Proi ect 4.1 The Project shall consist of no more than 118 overnight accommodation units, as defined by the Community Development Code. Such rooms may be traditional hotel rooms or fractional ownership units, as defined by the Community Development Code. 4.2 The Project shall include 120 parking spaces, as shown on the plans in Exhibit B and approved pursuant to FLD 2009-08027. 4.3 The proposed density of the Project is 149.44 rooms per acre; the proposed height of the building, as defined by Code, is 84 feet to the top of the roof deck and 99.5 feet to the top of the architectural embellishment; the Project includes 1,335 square feet of non- accessory retail sales use, at a Floor Area Ratio (FAR) of 0.037 (based on total lot area); and the Project includes approximately 1,060 square feet of accessory use to the hotel, pursuant to the Project plans shown on Exhibit "B" and approved by FLD 2009-08027. 4.4 The design of the Project, as represented in Exhibit B, is consistent with Beach by Design, except as otherwise shown on Exhibit B and shall include, pursuant to Beach by Design: 4.4.1 Access to units shall be provided through a lobby and internal corridors. 4.4.2 A reservation system and desk area open to hotel guests, typical of a hotel shall be included in the lobby area of the Project. 4.5. The design of the project, as represented in Exhibit B, is consistent with Beach by Design, except as otherwise shown on Exhibit B. 4.6 The Project shall comply with the Metropolitan Planning Organization's (MPO) countywide approach to the application of concurrency management for transportation facilities. SECTION 5. Effective Date/Duration of this Agreement. 5.1 This Agreement shall not be effective until this Agreement is properly recorded in the public records of Pinellas County, Florida, and thirty (30) days have elapsed after Item # 10 Attachment number 4 Page 4 of 53 having been received by the Department of Community Affairs pursuant to Florida Statutes Section 163.3239 and Clearwater Community Development Code Section 4-606.G.2. 5.2 Within fourteen (14) days after the City approves the execution of this Agreement, the City shall record the Agreement with the Clerk of the Circuit Court for Pinellas County. The Developer shall pay the cost of such recording. The City shall submit to the Department of Community Affairs a copy of the recorded Agreement within fourteen (14) days after the Agreement is recorded. 5.3 This Agreement shall continue in effect until terminated, as defined herein, but for a period not to exceed ten (10) years. SECTION 6. Obligations under this Agreement. 6.1 Obligations of the Developer 6, 1.1 The obligations under this Agreement shall be binding upon and the benefits of this Agreement shall inure to the Developer, its successors in interests or assigns. 6.1.2 At the time of development of the Property, the Developer will submit such applications and documentation as are required by law and shall comply with the City's Code applicable at the time of building permit review. 6.1.3 The following restrictions shall apply to development of the Property: 6.1.3.1 The Property and improvements located thereon shall be developed in substantial conformance with the Site Plan attached as Exhibit "B" and approved by the Community Development Board ("CDB") as case number FLD2009- 08027, including any conditions. Specifically, Developer acknowledges the FLD2009- 08027 condition of approval that the hotel located at 300 Hamden Drive under FLD2009- 08026/DVA2009-00002 must receive its Certificate of Occupancy prior to the City issuing a Certificate of Occupancy for this Project. Any minor revisions or changes to the Site Plan shall be consistent with the approved Site Plan and shall be approved by the Planning Director as a minor modification, pursuant to the Code. Any modifications determined by the Planning Director as either inconsistent with the approved Site Plan or constituting a substantial deviation from the approved Site Plan and thus requiring further approval by the CDB shall require an amendment to this Agreement in accordance with the procedures of the Act and the Code, as necessary and applicable. Any and all such approved and adopted amendments shall be recorded in the public records of Pinellas County, Florida. 6.1.3.2 The Developer shall obtain building permits and shall thereafter timely obtain required certificates of occupancy in accordance with the approved development order for FLD2009-08027 and Code Section 4-407. The 4 Item # 10 Attachment number 4 Page 5 of 53 Developer shall commence vertical construction, defined as work on the project other than clearing, grubbing, or other preliminary site preparation work, in accordance with applicable provisions of the Code and of the Florida Building Code. The date on which vertical construction commences shall hereinafter be referred to as the "Commencement Date." Nothing herein shall restrict Developer from seeking an extension of these time frames pursuant to applicable provisions of the Code and of the Florida Building Code or from seeking an amendment to this Agreement. 6.1.3.3 The Developer shall execute, prior to commencement, a mandatory evacuation/closure covenant, substantially in the form of Exhibit "D", that the accommodation use will close as soon as practicable after a hurricane watch that includes Clearwater Beach is posted by the National Hurricane Center. 6.1.3.4 The Developer shall execute and record, prior to receipt of building permits, an appropriate cross-easement as provided in FLD 2009-08026. 6.1.4 Covenant of Unified Use. Prior to the issuance of the first building permit for the Project, the Developer hereby agrees to execute the covenant of unified use and development for the Project Site providing that the Project Site shall be developed and used as a single project, the form of which covenant is attached as Exhibit "E"; provided however, that nothing shall preclude the Developer from selling hotel rooms as the Fractional Share Units, or from selling all or a portion of the Developer's Property in the event that Developer determines not to construct the Project. Additionally, prior to the issuance of the first building permit for the Project, the Developer hereby agrees to execute a Declaration of Unity of Title for the Project Site providing that the Project Site shall be developed and used as a single project, the form of which Declaration of Unity of Title is available from the City Planning Department. It is understood and agreed that, in the event that the Developer enters into the anticipated covenant of unified use and development, and the Developer elects not to construct the Project and notifies the City of its election in writing, and, alternatively, as of the date of expiration, termination or revocation any rights of Developer to incorporate the Hotel Density Reserve units into the Project, the City shall execute and deliver to the Developer a termination of such covenant of unified use and development suitable for recording in the Public Records of Pinellas County, Florida. Additionally, the City shall execute and deliver to the Developer a Release of Unity of Title.suitable for recording in the Public Records of Pinellas County, Florida. 6.1.5 Allocation of Units from Hotel Density Reserve; Return of Units to Reserve Pool. Subject to the terms and conditions of this Agreement, the City hereby allocates and grants to the Developer from the Hotel Density Reserve an additional 79 hotel units to the Project site in accordance with applicable law. Such grant of units is dependent upon the demolition of existing units, as specified in the Demolition Plan included in FLD 2009-08027. In the event this Agreement is terminated pursuant to Section 10 of this Agreement or if any units granted to the Developer from the Hotel Density Reserve are not constructed in conjunction with the Project approved by FLD2009-08027 and in accordance with Paragraph 6.1.3.2, or if any units of the Project 5 Item # 10 Attachment number 4 Page 6 of 53 fail to meet and maintain the criteria for Hotel Density Reserve units contained in City of Clearwater Ordinance No. 7925-08, said units shall be returned to the Hotel Density Reserve and be unavailable to the Developer for use on the Project, pursuant to Beach by Design. 6.1.6 Transient Use. Occupancy in the overnight accommodation units from the Hotel Density Reserve is limited to a term of one month or thirty-one consecutive days, whichever is less. Nothing herein shall prevent a purchaser of a fractional share unit from owning a period of time greater than thirty-one (31) days, provided every occupancy is limited to a term of one (1) month or thirty-one consecutive days, whichever is less. 6.2 Obligations of the City. 6.2.1 The City shall promptly process site and construction plan applications for the Property that are consistent with the Comprehensive Plan and the Concept Plan and that meet the requirements of the Code. 6.2.2 The final effectiveness of the re-designations referenced in Section 6.2.1 is subject to: 6.2.2.1 The provisions of Chapters 163 and 166, Florida Statutes, as they may govern such amendments; and 6.2.2.2 The expiration of any appeal periods or, if an appeal is filed, the conclusion of such appeal. 6.2.3 Upon adoption of this Agreement, the Project shall receive 79 units from the Hotel Density Reserve as defined in Beach by Design. SECTION 7. Public Facilities to Service Development. The following public facilities are presently available to the Property from the sources indicated below. Development of the Property will be governed by the concurrency ordinance provisions applicable at the time of development approval, unless otherwise provided by law. With respect to transportation and other public infrastructure and services subject to concurrency requirements, all applicable concurrency provisions for the proposed development have been met. 7.1 Potable water is available from the City. The Developer shall be responsible for all necessary main extensions and applicable connection fees. 7.2 Sewer service is currently provided by the City. The Developer shall be responsible for all necessary main extensions and applicable connection fees. 7.3 Fire protection from the City. 6 Item # 10 Attachment number 4 Page 7 of 53 7.4 Drainage facilities for the Property will be provided by the Developer at the Developer's sole expense. 7.5 Transportation concurrency requirements have been met. 7.6 All improvements associated with the public facilities identified in Subsections 7.1 through 7.4 shall be completed prior to the issuance of any certificate of occupancy. 7.7 The Developer is responsible for the payment of any required impact fees. SECTION 8. Required Local Government Permits. The required local government development permits for development of the Property include, without limitation, the following: 8.1 Site plan approval(s) and associated utility licenses, access, and right-of-way utilization permits; 8.2 Construction plan approval(s); 8.3 Building permit(s); and 8.4 Certificate(s) of occupancy, SECTION 9. Consistency. The City finds that development of the Property is consistent with the terms of this Agreement, is consistent with the City Comprehensive Plan and the Code. SECTION 10. Termination. 10.1 If the Developer's obligations set forth in this Agreement are not followed in a timely manner, as reasonably determined by the City Manager, after notice to the Developer and an opportunity to be heard, existing permits shall be administratively suspended and issuance of new permits suspended until the Developer has fulfilled its obligations. Failure to timely fulfill its obligations may serve as a basis for termination of this Agreement by the City, at the discretion of the City and after notice to the Developer and an opportunity for the Developer to be heard. SECTION 11. Other Terms and Conditions. 11.1 Except in the case of termination, until ten (10) years after the date of this Agreement, the Property shall not be subject to down-zoning, unit density reduction, or intensity reduction, unless the City has held a public hearing and determined: 11. That substantial changes have occurred in pertinent conditions existing at the time of approval of this Agreement; or 7 Item # 10 Attachment number 4 Page 8 of 53 11. 1.2 This Agreement is based on substantially inaccurate information provided by the Developer; or 11. 1.3 That the change is essential to the public health, safety, or welfare. SECTION 12. Compliance with Law. The failure of this Agreement to address any particular permit, condition, term or restriction shall not relieve the Developer from the necessity of complying with the law governing such permitting requirements, conditions, terms or restrictions. SECTION 13. Notices. Notices and communications required or desired to be given under this Agreement shall be given to the parties by hand delivery, by nationally recognized overnight courier service such as Federal Express, or by certified mail, return receipt requested, addressed as follows (copies as provided below shall be required for proper notice to be given): If to the Developer: Agostino DiGiovanni, Francesco Carriera and John Conti, as Co-Trustees of the Tropicana Resort Land Trust; and Flamingo Bay Condominium Developers, LLC 2245 North McMullen Booth Road Clearwater, FL 33759 With Copy to: E. D. Armstrong III, Esq. Johnson Pope Bokor Ruppel & Burns, LLP 911 Chestnut Street Clearwater, FL 33756 If to City: City of Clearwater, City Attorney ATTN: Pamela Akin, Esq. 112 South Osceola Avenue Clearwater, FL 33756 Properly addressed, postage prepaid, notices or communications shall be deemed delivered and received on the day of hand delivery, the next business day after deposit with an overnight courier service for next day delivery, or on the third 3rd day :following deposit in the United States mail, certified mail, return receipt requested. The parties may change the addresses set forth above (including the addition of a mortgagee to receive copies of all notices), by notice in accordance with this Section. SECTION 14. ASSIGNMENTS. 14.1 By the Developer. 14.1.1 Prior to the Commencement Date, the Developer may sell, convey, assign or otherwise dispose of any or all of its right, title, interest and obligations in and to the 8 Item # 10 Attachment number 4 Page 9 of 53 Project, or any part thereof, only with the prior written notice to the City, provided that such party (hereinafter referred to as the "assignee"), to the extent of the sale, conveyance, assignment or other disposition by the Developer to the assignee, shall be bound by the terms of this Agreement the same as the Developer for such part of the Project as is subject to such sale, conveyance, assignment or other disposition. 14.1.2 I f the assignee of the Developer's right, title, interest and obligations in and to the Project, or any part thereof assumes all of the Developer's obligations hereunder for the Project, or that part subject to such sale, conveyance, assignment or other disposition, then the Developer shall be released from all such obligations hereunder which have been so assumed by the assignee, and the City agrees to execute an instrument evidencing such release, which shall be in recordable form. 14.1.3 An assignment of the Project, or any part thereof, by the Developer to any corporation, limited partnership, limited liability company, general partnership, or joint venture, in which the Developer (or an entity under common control with Developer) has either the controlling interest or through a joint venture or other arrangement shares equal management rights and maintains such controlling interest or equal management rights shall not be deemed an assignment or transfer subject to any restriction on or approvals of assignments or transfers imposed by this Agreement, provided, however, that notice of such assignment shall be given by the Developer to the City not less than thirty (30) days prior to such assignment being effective and the assignee shall be bound by the terms of this Agreement to the same extent, as would the Developer in the absence of such assignment. 14.1.4 No assignee, purchaser, sublessee or acquirer of all or any part of the Developer's rights and obligations with respect to any one Parcel shall in any way be obligated or responsible for any of the Developer's obligations with respect to any other Parcel by virtue of this Agreement unless and until such assignee, purchaser, sublessee or acquire has expressly assumed the Developer's such other obligations. 14.1.5 Notwithstanding any other provision of this paragraph, the sale of individual Interval Ownership Units in the ordinary course of business shall not be subject to the requirements of this paragraph. 14.2 Successors and Assigns. The terms herein contained shall bind and inure to the benefit of the City, and its successors and assigns, and the Developer and, as applicable to the parties comprising Developer, their personal representatives, trustees, heirs, successors and assigns, except as may otherwise be specifically provided herein. SECTION 15. Minor Non-Compliance. The Developer will not be deemed to have failed to comply with the terms of this Agreement in the event such non- compliance, in the judgment of the City Manager, reasonably exercised, is of a minor or inconsequential nature. 9 Item # 10 Attachment number 4 Page 10 of 53 SECTION 16. Covenant of Cooperation. The parties shall cooperate with and deal with each other in good faith and assist each other in the performance of the provisions of this Agreement and in achieving the completion of development of the Property. SECTION 17. Approvals. Whenever an approval or consent is required under or contemplated by this Agreement such approval or consent shall not be unreasonably withheld, delayed or conditioned. All such approvals and consents shall be requested and granted in writing. SECTION 18. Completion of Agreement. Upon the completion of performance of this Agreement or its revocation or termination, a statement evidencing such completion, revocation or termination shall be signed by the parties hereto and recorded in the official records of the City. SECTION 19. Entire Agreement. This Agreement (including any and all Exhibits attached hereto all of which are a part of this Agreement to the same extent as if such Exhibits were set forth in full in the body of this Agreement), constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof. SECTION 20. Construction. The titles, captions and section numbers in this Agreement are inserted for convenient reference only and do not define or limit the scope or intent and should not be used in the interpretation of any section, subsection or provision of this Agreement. Whenever the context requires or permits, the singular shall include the plural, and plural shall include the singular and any reference in this Agreement to the Developer includes the Developer's successors or assigns. This Agreement was the production of negotiations between representatives for the City and the Developer and the language of the Agreement should be given its plain and ordinary meaning and should not be strictly construed against any party hereto based upon draftsmanship. If any term or provision of this Agreement is susceptible to more than one interpretation, one or more of which render it valid and enforceable, and one or more of which would render it invalid or unenforceable, such term or provision shall be construed in a manner that would render it valid and enforceable. SECTION 21. Partial Invalidity. If any term or provision of this Agreement or the application thereof to any person or circumstance is declared invalid or unenforceable, the remainder of this Agreement, including any valid portion of the invalid term or provision and the application of such invalid term or provision to circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and shall with the remainder of this Agreement continue unmodified and in full force and effect. Notwithstanding the foregoing, if such responsibilities of any party hereto are thereby limited, to the extent that the purpose of this Agreement or the benefits sought to be received hereunder are frustrated, such party shall have the right to terminate this Agreement upon fifteen (15) days written notice to the other parties. 10 1 Item # 10 Attachment number 4 Page 11 of 53 SECTION 22. Code Amendments. Subsequently adopted ordinances and codes of the City which is of general application not governing the development of land shall be applicable to the Property, and such modifications are specifically anticipated in this Agreement. SECTION 23. Governing Law. This Agreement shall be governed by, and construed in accordance with the laws of the State of Florida without regard to the conflict of laws principles of such state. SECTION 24. Counterparts. , This Agreement may be executed in counterparts, all of which together shall continue one and the same instrument. SECTION 25. Amendment. This Agreement may be amended by mutual written consent of the City and the Developer so long as the amendment meets the requirements of the Act, applicable City ordinances, and Florida law. IN WITNESS WHEREOF, the parties have hereto executed this Agreement the date and year first above written. WITNESSES: Printed Name: Printed Name: STATE OF FLORIDA COUNTY OF PINELLAS Agostino DiGiovanni, as Co-Trustee of the Tropicana Resort Land Trust The foregoing instrument was acknowledged before me this _day of , 2009, by Agostino Digiovanni, as Co-Trustee of the Tropicana Resort Land Trust, who is personally known to me or has produced as identification. Notary Public Print Name: 11 Item # 10 Attachment number 4 Page 12 of 53 Printed Name: Printed Name: STATE OF FLORIDA COUNTY OF PINELLAS Francesco Carriera, as Co-Trustee of the Tropicana Resort Land Trust The foregoing instrument was acknowledged before me this__day of , 2009, by Francesco Carriera, as Co-Trustee of the Tropicana Resort Land Trust, who is _ personally known to me or has produced as identification. Notary Public Print Name: 12 Item # 10 Attachment number 4 Page 13 of 53 Printed Name: Printed Name: STATE OF FLORIDA COUNTY OF PINELLAS John Conti, as Co-Trustee of the Tropicana Resort Land Trust The foregoing instrument was acknowledged before me this_day of , 2009, by John Conti, as Co-Trustee of the Tropicana Resort Land Trust, who is - personally known to me or has produced as identification. Notary Public Print Name: 13 Item # 10 Attachment number 4 Page 14 of 53 FLAMINGO BAY CONDOMINIUM DEVELOPERS, LLC, a Florida limited liability company By: Printed Name: _ Agostino DiGiovanni President Printed Name: STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledged before me this_day of , 2009, by Agostino DiGiovanni, as President of Flamingo Bay Condominium Developers, LLC, a Florida limited liability company, on behalf of the company. He is personally known to me or has produced __as identification. Notary Public Print Name: 14 Item # 10 Attachment number 4 Page 15 of 53 Printed Name: By: CITY OF CLEARWATER, FLORIDA William B. Horne II, City Manager Printed Name: STATE OF FLORIDA COUNTY OF PINELLAS Attest: Cynthia E. Goudeau, City Clerk Countersigned: Frank V. Hibbard, Mayor Approved as to Form: Leslie K. Dougall-Sides Assistant City Attorney The foregoing instrument was acknowledged before me this _day of , 2009, by WILLIAM B. HORNE, II, as City Manager of the City of Clearwater, Florida, who is personally known to me or who produced as identification. Notary Public Print Name: Exhibit A Legal Description Exhibit B Site Plan Exhibit C Evidence of Ownership (Deeds) Exhibit D Covenant regarding Hurricane Evacuation and Development, Use and Operation Exhibit E Covenant of Unified Use #496830 v6 - Hotel B DVA (diGiovanru/Tropicana) 15 Item # 10 Attachment number 4 Page 16 of 53 EXHIBIT "A" Page 1 of 2 (Hotel B) Parcel No. Street Address Portion of 08/29/15/17604/000/0020 316 Hamden Drive 08/29/15/17604/000/0030 326 Hamden Drive Item # 10 Attachment number 4 Page 17 of 53 EXHIBIT "A" Page 2 of 2 HOTEL "B" Lots 1, 2, 3, 4, 2A, 3A, 4A and the Southerly 8.60 feet of Lot IA, COLUMBIA SUBDIVISION NO. 3, according to the plat thereof as recorded in Plat Book 27, Page 46, of the Public Records of Pinellas County, Florida. LESS AND EXCEPT That part of said Lots 1 and 2, described as follows: Commence at the Northeast corner of said Lot 1 for a Point of Beginning; thence Southerly along the Easterly boundary of said lot 1, said line also being the Westerly right-of-way line of Hamden Drive (Hamilton Drive per plat), 167.41 feet along the Arc of a curve concave to the West having a Radius of 6507.52 feet, Chord Bearing and Length being S 06°45'36" W, 167.41 feet; thence N 83°02'46" W, 99.73 feet; thence S 06-5714" W, 61.00 feet; thence S 09°04'50" W, 23.34 feet; thence N 81 °44'25" W, 10.77 feet to a point on the Westerly boundary of aforesaid Lot 2; thence Northerly along the Westerly boundary of aforesaid Lots 2 and 1, 248.79 feet along the Arc of a curve concave to the West having a Radius of 6397.52 feet, Chord Bearing and Length being N 07°08'39" E, 248.77 feet to the Northwest corner of aforesaid Lot 1, thence S 84°27'30" E, along the North boundary of said Lot 1, said line also being the South right-of-way line of Third Street, 110.00 feet to the Point of Beginning. The parcel contains 35,730.06 square feet or 0.820 acres, more or less. Item # 10 Attachment number 4 Page 18 of 53 EXHIBIT B Site Plan Item # 10 4 Attachment number 4 Page 20 of 53 j V Hj g f n ?y In LL ij i w U - 1? N ?m 71 C/ L ` i t ? 11 I_ ? - C#} -?I (\ n W n ? 0 W 00 O m ? ?+ l ?. n H 1 , 1 i i I F' I m s - ,? ?I II I s x U ? N C, rJ .Yl_ rs ,_ ? ? o N it t v r`1 u ? Q q A _. __ S ? BEd Y - W. W D QQ 9 ' TROPICANA RESORT MOTELS § a¢ [( T V ? A O? O; 4 6'? ° Cam', L,°?, 'I ?l $ ;• CLEARWATER BEACH. FLORIDA ?, IF °?tem 1.0 Attachment number 4 v SCHEMATIC DESIGN FOR s - so o TROPICANA RESORT MOTELS o .? F is n h CLEARWATER BEACH, FLORIDA u ? ?ryf To I 111 F I I N Attachment number 4 SCHEMATIC DESIGN FOR s } ` - TROPICANA RESORT MOTELS m E FesF: i 0 1 v CLEARVJATER BEACH, FLORIDA 1Xe ?f Q i o I Attachment number 4 SCHEMATIC DESIGN FOR s D 3a I ° ]2? oTROPICANA RESORT MOTELS sum -D < 8 z CLEARWATER BEACH, FLORIDA ##??.. _ # .?` Attachment number 4 _ o v SCHEMATIC DESIGN FOR n = P s - o y TROPICANA RESORT MOTELS _ zYr w o I R CLEARWATER BEACH, FLORIDA 'I?g pyt I Gfii , Attachment number 4 '_ - SCHEMATIC DESIGN FOR h v s + _? - - Y o m y TROPICANA RESORT MOTELS g lot WAIT MEARNUER BEACH, FLORIDA n "?., •?.?.. '° Attachment number 4 Panes 9A of F'3 ? I I I I r • t------r .1 II ? `ti e I ? I ^ T1 I I I I I-- [- --- -7 I F I 1 1 j ? ?: 1 I i ; L i ! ! u* ti t .F ? I I EE .e i ri i -------------------------------- ---------------- ! ?' z .. 1. 1 I j ? ?< ! II Z --f- lIi I ? ? i < j ? ?I I • I I? - 3 1' I I .- ? I D I I a d _ ` ? ! 3 it I I I - I I I 1 ,? s N I Ijl :; I ? m I i I 1 ? r Izl ? 3 ??' I 1 .. ° .. 3.p''I I _..-I I 1 ,? L ! ? T 1 I I I I __ I 1 \ I _ P "? I •? ! I 'I• I iii I IR I ! im 1 -_A ;` I j i ¢. _________________________ __ F I P 'i ai r i 1 - M a s I I I 4 ____ _ I ;; s . I r "I I `\ e 1 e ' i ? --? C :.:cam ----?b'??? ?' .--?' i? i ?? ? •I p a ! a o- i .a ' Jit I ... .. ... - -e } y I IF , n _ ? i - __. - fi -? I - - --.._-----._.__. ------- D fl o ` ' v m SCHEMATIC DESIGN FOR TROPICANA RESORT MOTELS a _ g I o i CLEARWATER BEACH, FLORIDA r I M I 10 Attachment number 4 9 - 4 9 A - TROPICANA RESORT MOTELS CLEARWATER BEACH, FLORIDA oLC ` ?% '?e? 1-0 n Attachment number 4 Panes 7R of F'3 L - IL s 14 m . E-1 D ? EZ . ® 93 ES I D.o p o >o 0 00 IIIp L E3 E 1 t: I ? ? n m m n y ?? ? ? ? I v 1 - ? ? o ! ! D!! LLI?' O z 13 Eg A - I e ? ? l I m ®? J n ? 1 N ? ?? > m I!? l of `': ? S > "n $ m < E33 E3 E? Ea D 0 3 o r IE ]B IB 1 ED E8 m ? ..II'® ED G3 03 ED [B ED ?myyJ]I ED W s a ` m N m S 2 s I ? M ' n S S 7 _ ED ED 1B 1B 0] ? n w 5 11 fl? p0 ? -0 ID E3 A MN I N z - ?' 1 ? - I ?'l m , -T- T 1 1 0 [B ED E3 1B E3 El ED [Di fflit g 1B o I? S ? ? 13 1B l El 1E El 1B ID o o R a o ? 8 w n v Z o p 'Z" A ? ?' _ I ? J El 1 E3 ITS E3 E D ?1 r?m1.?j ? p x m 1T1 E ®ID ? [Q 1B `' E3 ED ED E3 z o ?IEM ES EM E EM3 y o Im nz I I... y m ! m n U U U UU _ _ a ? a a - ? _ s = C D F 8 ? p i 6 L _I N - G - 5 - > o V A TROPICANA RESORT MOTELS m _ X W -O O '^ v a F _ °-, G1 CLEARWATER BEACH. FLORIDA >?F S -V ? - Attachment number 4 Page 29 of 53 EXHIBIT C Evidence of Ownership (deeds) Agostino DiGiovanni, Franscesco Carriera and John Conti, as Co-Trustees of the Tropicana Resort Land Trust being the owners of Parcel 08/29/15/17604/000/0020 and Flamingo Bay Condominium Developers, LLC being the owner of Parcel 08/29/15/17604/000/0030 Item # 10 Attachment number 4 I#`: 2005300871 BK: 14494 PG: 23931 08/01/2005 at 03:34 PM, RECORDING 2 PAG1P9ge30of53 $18.50 D DOC STAMP COLLECTION $27300.00 KEN BURKE, CLERK OF COURT PINELLAS COUNTY, FL BY DEPUTY CLERK: CLKDMCI THIS WARRANTY DEED is given this ?S? day ofQ , 2005, by MANNA 1. SHAH, an unremamed'widow, Individually, and as Surviving Trustee of the Shah Family Trust dated July 16,1-993, -49 well as in her capacity as Trustee of the Marital Trust "A" and Decedent's Trust "B" uncle -tl 6'Shah Family Trust Agreement dated July 16, 1993 ("Grantor") to FLAMINGO BAY CON,DO.NU kTIUM DEVELOPERS, LLC, a Florida Limited Liability Company ("Grantee") whose mai1ft'address is 163 Bayside Drive, Clearwater, FL 33767 W. -I TNESSETH, that the Grantor, for and inconsideration of Ten Dollars ($10.00) and other good'ftnd w aluable consideration to Grantor in hand paid by Grantees, the receipt and sufficiency of whiclr,,a&L-hereby acknowledged, has granted, bargained, and sold to the Grantees, and Grantees' Firs,-Successors and assigns forever, the following real property, in Pinellas County, Florida, desdribed as follows: The Southerly 45 feet of Lots 2 and 2A, and all of Lots 3, 3A, 4 and 4A, Columbia Subdivision No. 3, recorded in Plat Book 27, page 46, Public Records of Pinellas County, Florida I Parcel No. 08/29/15/17604/000/0030 Together with, but without warranty, all riparian rights, rights of accretion and reliction and other water rights appurtenant to said property. TOGETHER with all of the tenements, hereditaments, and appurtenances thereto belonging or in any way appertaining, subject only to all easements, covenants, conditions, restrictions, reservations, and like matters of record, if any (provided, however, that this reference shall not serve to reimpose same) and ad valorem taxes for the current year and all subsequent years; AND, the Grantor does hereby covenant with the Grantees that the Grantor is fully seized of the described real property in fee simple; that the Grantor has good right and lawful authority to sell and convey the described real property; that the described real property is free from encumbrances, except as indicated herein; that the Grantees shall have quiet possession of the described real property; that the Grantor will execute or procure any further necessary assurances of title to the described real property; and that the Grantor hereby fully warrants the title to R&4wm 6e: Douglas N. Menchise, P.A. 300 Turner Street Clearwater, FL 33756 Item # 10 PINELLAS COUNTY FL OFF. REC. BK 14494 PG 2394 Attachment number 4 Page 31 of 53 the described real property alad;,will defend the same against the lawful claims of all persons whomsoever. v_ IN WITNESS WHIJI OF, the Grantor has executed this deed as of the day and year first above written. Signed, sealed & in the presence 4 v?ohn'.C,dnti STATE OF FLORIDA ) )ss. Clearwater :COUNTY OF PINELLAS ) Ma 0a J. Shah, an unr arried widow, I ividually and as Surviving Trustee of The Shah Family Trust dated 7/16/1993, and Trustee of Marital Trust "A" and Decedent's Trust "B" Under the Shah Family Trust dated 7/16/1993 I HEREBY CERTIFY that on this day before me, an officer duly qualified to take acknowledgments, personally appeared MANNA J. SHAH, ? who is know to me or Ca"who produced a ,, &. r~ d birr._ L." LO.L.4 _ as identification and who executed the foregoing instrument and acknowledged before me the execution of the same. WITNESS my hand and official seal in the County d State last aforesaid this jsj- day of ao i 41g,,P, 2005. NOTARY PUBLIC My Commission Expires: i°,µr •u,, Notary Public State of Florida Sandra L Servidio c My Commission DD431918 R:\wp51\CLIENTS\SHAMWARRANTY DEED TO FLAMINGO BAY CONDOMINIUM.wp ?+„ pExpires 06/25/2009 Item # 10 Attachment number 4 I#k: 2004470137 BK: 13977 PG: 909, 12/02/2004 at 05:35 PM, RECORDING 3 PAGES Page 32 of 53 $27.00 D DOC STAMP COLLECTION $24850.00 KARLEEN F. DE BLAKER, CLERK OF COURT PINELLAS COUNTY, FL BY DEPUTY CLERK: CLKDM03 PREPARED BY AND RETURN 'TO '• Stephen O. Cole, Esquire Macfarlane Ferguson`,&'%OcMullen ?. 625 Court Street, ?uitd 200 Post Office Box 1'6t?,-(33757 ) Clearwater, Flor d 33756 t. WARRANTY DEED T•H•1•S-,'JNDENTURE made this day of December 2004, between JEDE'-;CORPORATION INC., a Florida corporation, of the County of Piri&h,_ab, and the State of Florida, Party of the First Part, whose ni.Tng address is 2919 West Bay Drive, Belleair Bluffs, Florida 3}70, and JOHN CONTI, FRANCESCO CARRIERA and AGOSTINO DIGIOVANNI, C? aslCo-Trustees of TROPICANA RESORT LAND TRUST, with full power and authority either to protect, conserve and to sell, lease, encumber, including all powers as setforth in F.S.689.071, or otherwise dispose of the real property described herein, Party of i the Second Part, whose mailing address is o b. GcCF "'J *-T2F-4 Pt 2, 4 . W I T N E S S E T H: That the said Party of the First Part, for and in consid- eration of the sum of Ten Dollars ($10.00) to it in hand paid by the said Party of the Second Part, the receipt whereof is hereby acknowledged, has granted, bargained, sold, unto the said Party of the Second Part and its successors and assigns forever, all that certain parcel of land lying and being in the County of Pinellas, and State of Florida, more particularly described as follows: SEE EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF. Subject to 2005 real estate taxes; and restrictions, reservations and easements of record. Parcel I.D. No. 08/29/15/17604/000/0010 Together with all the tenements, hereditaments and appur- tenances, with every privilege, right, title, interest and estate, -1- Item # 10 Attachment number 4 PINELLAS COUNTY FL OFF. REC. BK 13977 PG 910 Page 33 of 53 ?-s dower and rigbt\, dower, reversion, remainder and easement thereto belong hg"or in anywise appertaining. TO HAVE A1D TO HOLD the same in fee simple forever. And the`-' aid Party of the First Part does covenant with the said Party-._)qk the Second Part that it is lawfully seized of the said pzem}?es, that it are free of all encumbrance, and that it has. !co right and lawful authority to sell the same; and that .alid?-$arty of the First Part doth hereby fully warrant the title t'o,szd land, and will defend the same against the lawful claims o£ all persons whomsoever. r"•-.i`; IN WITNESS WHEREOF, the said Party of the First Part has hereunto set its hand and seal the day and year first above writ- ten. Signed, Sealed and Delivered in Our Presence: JEDE CORPORATION, INC., a Florida corporation .?? By: ?eiY/L Pr' Named? nn? A- y, Deborah 196 as President Print Name C D. Colt STATE OF FLORIDA COUNTY OF PINELLAS I HEREBY CERTIFY that before me personally appeared DEBORAH WELLS, as President of JEDE CORPORATION, INC., a Florida corporation, N to me personally known, [ ] or who has produced a current/valid driver's license as identification and who did take an oath, known to me to be the persons described in and who executed the foregoing instrument, and severally acknowledged the execution thereof to their free act and deed as such officers, for the uses and purposes therein expressed, and the said instrument is the act and deed of said corporation. I WITNESS my harts and off' ' 1 seal at Clearwater, said County and State, this _r_ day of „ 2004. Not r Public Print Name: My Commission Expires: [SEAL] ,yd , J Psu1 Riyrnond J i,?, Yon DD133M a E„pkes AUpu?110, 2DDS -2- Item # 10 PINELLAS COUNTY FL OFF. REC. BK 13977 PG 911 • r%11IDIT ' n PARCEL l: Lots 1 and 1A, COLUMBIA SUBDIVISION NO. 3, according to plat thereof recorded in Plat Book 27, page 46, Public Records of Pinellas County, Florida; LES§;the. South 26.5 feet of said Lot IA; and also less the following a point in the West de9c:.lied p ortion of Lot 1: Degia at bounder of-s4,id Lot it which said point is locatod 24.87 foot North along the'i,s'ak-id'line from the Southwest corner of established, form Point of Beginnitiq-;'at from the Point of Beginning thus South ,Aistance of 24.87 feet to the Southwest corner of said Lot 1; run tMIq 'cb,.'East along the South boundary of said Lot i, a distance of 110 fe@tie'o t1le southeast corner of said Lot; run thence North along the East -L+-d"Idart' of said lot a distance of 26.5 feet; run thence West in a scr#gh['line to the established point of beginning. Lot Three (3) in Block A of COLUMBIA No. 2 according to the map or plat `',.thereof as recorded in Plat Book 2; Page 79 of the Public Records of `>' *alias county, Florida. Attachment number 4 Page 34 of 53 Item # 10 Attachment number 4 1#: 2004487453 BK: 14004 PG: 577, 12/15/2004 at 02:16 PM, RECORDING 5 PAGES Page 35 of 53 $44.00 D DOC STAMP COLLECTION $4433.80 KARLEEN F. DE BLAKER, CLERK OF COURT PINELLAS COUNTY, FL BY DEPUTY CLERK: CLKRD25 L i5 Recording: 444-00 Doc. stamps: 11`31 `3 lnt.tax: TOTAL: THIS INSTRUMENT WAS PREPARED BY AND, AFTER RECORDING, RETAJNTO: David R. Punzak, Esquire CARLTON FIELDS, P.A:., 200 Central Avenue, Sufte 2300 ' St. Petersburg, Florida' 33701 (727) 821-7000 (727) 822-3768 (Faofiritife)` Grantee's TIN., " Parcel Nos.;.OBc i5. 175586-001-0010 ,??0&29.15-175 586.001-0020 WARRANTY DEED "..';'PHIS WARRANTY DEED is given this 14- day of December, 2004, by /'t1L,E'XANDROS GALIATSATOS, as Trustee of the ALEXANDROS GALIATSATOS INTER VVIVOS TRUST AGREEMENT DATED MARCH 3, 1997, and STAMO G. GALIATSATOS, Trustee of the STAMO GALIATSATOS INTER VIVOS TRUST AGREEMENT DATED ,MARCH 31 1997, whose mailing address which is 305 Coronado Drive, Clearwater, Florida - : 3767 (collectively "Grantor") to AGOSTINO DIGIOVANNI, FRANCESCO CARRIERA, and JOHN CONTI, as Co-Trustees of the TROPICANA RESORT LAND TRUST, together with full power and authority to conserve, preserve, protect, sell, lease, mortgage, develop, subdivide or otherwise manage and dispose of the real property described herein, including all those powers as set forth in Florida Statute section 689.071, whose mailing address is 163 Bayway Drive, Clearwater, Florida 33767 ("Grantee"). WITNESSETH: THAT GRANTOR, for and in consideration of TEN AND NO/100THS DOLLARS ($10.00) and other good and valuable consideration, to Grantor in hand paid by Grantee, the receipt and legal sufficiency of which are hereby acknowledged by Grantor, has granted, bargained, and sold to Grantee, and Grantee's successors and assigns forever, all Grantor's undivided one third (1/3) interest (1/6 interest from each Grantor) in all of the real property in Pinellas County, Florida, described in Exhibit "A" attached hereto and by this reference made a part hereof (the "Pro ert '); TOGETHER with: (i) all of the right, title, interest, claim, and demand which Grantor has in.and to, all and singular, the benefits, rights, privileges, easements, tenements, hereditaments, and other appurtenances pertaining to the Property, if any; and (ii) all improvements of whatever kind, character, or description to or on the Property, if any; SUBJECT TO ad valorem taxes for the year 2005 and any other taxes or assessments levied or assessed against the Property subsequent to the date hereof, and all of the matters described in Exhibit "B" which is attached hereto and by this reference made a part hereof (collectively, the "Permitted Exceptions"); S7'P#576982:1 1 Item # 10 PINELLAS COUNTY FL OFF. REC. BK 14004 PG 578 TO HAVE AND TO H6 , the same in fee simple forever; and GRANTOR hereby bovenants with Grantee that it is lawfully seized of the Property in fee simple; that it has1jo.Arijht and lawful authority to sell and convey the Property; that it hereby fully warrants tb2 titlo` to the Property and will defend the same against the lawful claims of all persons whornsoeZer; and that the Property is free of all encumbrances, except for the Permitted Exceptigns. This is copiilercial property and is not, nor has it ever been, the Homestead of the Grantor. IN WITI FSS WHEREOF, Grantor has executed this Warranty Deed on the day and year first abov@ Omitten. i SAL ROS GALIAT?S, AS TRUSTEE OF THE ALEXANDROS GALIATSATOS INTER VIVOS TRUST AGREEMENT DATED MARCH 3, 1997 305 Coronado Drive Clearwater, Florida 33767 STAMO G. GALIATSATOS, AS TRUSTEE OF THE STAMO GALIATSATOS INTER VIVOS TRUST AGREEMENT DATED MARCH 3, 1997 305 Coronado Drive Clearwater, Florida 33767 S7Pk576982.1 Attachment number 4 Page 36 of 53 Item # 10 -ROM R gl (Print name legibly on this line) PINELLAS COUNTY FL OFF. REC. BK 14004 PG 579 STATE OF FLORIDA COUNTY OF PINELLAS; -'r:. •' The foregoing mstr4ment was acknowledged before me this L day of 2004, by ALEXANDR05 6u LIATSATOS, as Trustee of the ALEXANDROS GALIATSATOS INTER VIVOS TRUST-AGREEMENT DATED MARCH 3, 1997} mdividua on Mh gl < the Trust. He is personally known to me or has produced I-( •?- ie) driver's license no. N 43)- obn. 4z - 0'94 -0 as identification. My Commussioir xpir R PUNIAK ION I DD 030000 I Cad ?A NOTARY PUBLIC (Sign re) Pv (Printed Name) (Title or Rank) (Serial Number, if any) STATE OF FLORIDA ) COUNTY OF PINELLAS ) The foregoing instrument was acknowledged before me this day of 2004, by STAMO G. GALIATSATOS, as Trustee of the STAMO GALIATSATOS INTER VIVOS TRUST AGREEMENT DATED MARCH 3, 1997, individually a e e Trust. She is personally known to me or has produced (star driver's license no 762-0 as identification. My Commission Expires: SEAL) 6¢?29, gyp,. pppp tum,,,,,?,;, am J;? A Dr,4 NOTARY P LIC (Sign (Printed Name) or Rank) (Serial Number, if any) STPN576982.1 Attachment number 4 Page 37 of 53 Item # 10 PIMLLAS COUNTY FL OFF. REC. BK 19009 PG 580 i EXEnIT "A" )Legal Description of Property Lots I and 2, Block A, U ,%V- MBIA SUB. NO. 2, according to the map or plat thereof as recorded in Plat Book 2I;-Page 79, of the Public Records of Pinellas County, Florida. •j1: 1, ,.;, i ,.t i?i`• `t STPN576982.1 Attachment number 4 Page 38 of 53 Item # 10 PINELLAS COUNTY FL OFF. REC. BK 14004 PG 581 EXHIBIT "B" Permitted Exceptions 1. Taxes for the y6pkI.0P5, and all subsequent years, which are not yet due and payable. 2. Matters on Kat recorded in Plat Book 21, Page 79, of the Public Records of Pinellas County, Florida. % 3. Rights,1f tenants and possession under verbal leases. 4. Degl a(ioh of Unity of Title recorded in Official Records Book 9849, beginning at Page 292, of the-P046 Records of Pinellas County, Florida. 5. :,Rights of the United States Government and/or the State of Florida arising under the Unitect;States Government control over navigable waters and the inalienable rights of the State of Florida in the lands or water of similar character, as to any part of the Property which is S,16m' sg d beneath navigable waters or maybe artificially filled in land in what was formerly ria'vigalile waters, and any accretions thereto. ti STPN576982.1 Attachment number 4 Page 39 of 53 Item # 10 Attachment number 4 I#: 2005019858 BK: 14067 PG: 1895, 01/18/2005 at 03:14 PM, RECORDING 2 PAGES Page 40 of 53 $18,50 D DOC STAMP COLLECTION $15400.00 KEN BURKE, CLERK OF COURT PINELLAS COUNTY, FL BY DEPUTY CLERK: CLKDMC3 4. S. WARRANTY DEED THIS WARRANTY DEED made the A day of January, 2005, by SEACOVE PARTNERSFtIP -an Illinois General Partnership, hereinafter called the grantor, to AGOSTINO, 0I60VANNI and FRANCESCO CARRIERA and JOHN CONTI, as Co- Trustees'of.the Tropicana Resort Land Trust, with full power and authority to deal in and with the `property or any interest therein including full power and authority to protect, conserve; sell, lease, encumber, develop, manage or dispose of the property, including all i / powetrs under FS689.071(1), whose mailing address is 163 Bayway Drive, Clearwater, FL 33767'h?reinafter called the grantees: ?. V ITNESSETH: That the grantor, for and in consideration of the sum of TEN 00) DOLLARS and other valuable considerations, receipt whereof is hereby ,?-a&nowledged, hereby grants, bargains, sells, alienss, remises, releases, conveys and confirms unto the grantees, all that certain land situate in Pinellas County, Florida, to-wit: Ste. 4 FOR LEGAL SEE EXHIBIT "A" ATTACHED HERETO TOGETHER with all the tenaments, hereditaments and appurtenances thereto belonging or in anywise appertaining. TO HAVE AND TO HOLD, the same in fee simple forever. AND the grantor hereby covenants with said grantees that the grantor is lawfully seized of said land in fee simple; that the grantor has good right and lawful authority to sell and convey said land; that the grantor hereby fully warrants the title to said land and will defend the same against the lawful claims of all persons whomsoever; and that said land is free of all encumbrances, except taxes accruing subsequent to December 31, 2004. IN WITNESS WHEREOF, the said grantor has caused these presents to be signed and sealed the day and year first above written. Signed, sealed and delivered in our presence: SEACOVE PARTNERSHIP, an Illinois General 40 Partnership Bye--- er Print: i -Earle L.Riobieerson, eneral Partner a,etj o r'`rr' By: Print: Paul J. bscheid, General Partner STATE OF FLORIDA COUNTY OF PINELLAS HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State aforesaid and in the County aforesaid, to take acknowledgments, personally appeared EARLE L. ROBERSON and PAUL J. HOBSCHEID, General Partners of SEACOVE PARTNERSHIP, an Illinois General Partnership, who are personally known to me or who produced driver's licenses as identification. They acknowledge that they executed the foregoing Warranty Deed for an on behalf of said partnership. /A WITNESS my hand and seal in the County and State last aforesaid this ? day of January, 2005. Notary Pubf RErm T3: Prepared by: JERRY C. CGBB, ESQUIRE 3.W C Cobb 501 S. Ft. Harrison Ave., #206 WCOMMUMO DD24MI2 DARES IOP Clearwater, EL 33756 m'? +?M ?+c Item # 10 PINELLAS COUNTY FL OFF. REC BK 14067 PG 1896 Attachment number 4 Page 41 of 53 Lot 4 in Block,A..ofCOLUMBIA SUBDIVISION NO. 2, according to the map or plat thereof rccdrdePlat Book 21, Page 79, of the Public Records of Pinellas County, Florida. I als-lii d 2-A, COLUMBIA SUBDIVISION NO. 3, LESS the Southerly 45 feet thereof; :;ar d;iliai part of Lot I in COULUMBIA SUBDIVISION NO. 3, described as follows: Begin point in the West boundary of said lot, which said point is located 24.87 feet North along ?., sa.ki line from the Southwest corner of said lot for a Point of Beginning; and from the Point o411eginning thus established, run thence South a distance of 24.87 feet to the Southwest 'corner of said lot; run thence East along the South boundary of said lot a distance of 110 feet M..-'to the Southeast comer of said lot; run thence North along the East boundary of said lot a distance of 26.5 feet; run thence West in a straight he to the established Point of Beginning. Together with the South 26.5 feet of Lot 1-A in said COLUMBIA SUBDIVISION NO. 3, according to the map or plat thereof recorded in Plat Book 27, Page 46, of the Public Records ` s of Pinellas County, Florida. EXHIBIT "A" Attachment number 4 Page 42 of 53 EXHIBIT D COVENANT REGARDING HURRICANE EVACUATION and DEVELOPMENT, USE AND OPERATION DECLARATION OF COVENANTS AND RESTRICTIONS THIS DECLARATION OF COVENANTS AND RESTRICTIONS ("Declaration") is made as of the day of , 2009, by Agostino DiGiovanni, Francesco Carriera and John Conti, as Co-Trustees of the Tropicana Resort Land Trust and Flamingo Bay Condominium Developers, LLC, a Florida limited liability company (collectively, "Developer"). Developer is the owner of fee simple title to the real property described in Schedule A attached hereto and made a part hereof (hereinafter, the ("Real Property"). The City of Clearwater, Florida (the "City"), has amended its Comprehensive Plan to designate Clearwater Beach as a Community Redevelopment District pursuant to the Pinellas County Planning Council Rules in order to implement the provisions of Beach by Design, a plan for the revitalization of Clearwater Beach. The designation of Clearwater Beach as a Community Redevelopment District (the "Designation") provides for the allocation of Hotel Density Reserve Units as an incentive for the development of mid-size quality hotels. Pursuant to the Designation, the allocation of Hotel Density Reserve Units is subject to compliance with a series of performance standards, including a requirement that resorts containing a hotel developed with Hotel Density Reserve Units shall be closed and all Guests evacuated from such resorts as soon as practicable after the National Hurricane Center posts a hurricane watch that includes Clearwater Beach. The purpose of such evacuation is to ensure that such a Resort Hotel is evacuated in advance of the period of time when a hurricane evacuation would be expected in advance of the approach of hurricane force winds. The City has granted, by City Council Resolution , passed and approved on Developer's application for Hotel Density Reserve Units pursuant to the Designation, subject to Developer's compliance with the requirements of the Designation. Developer desires for itself, and its successors and assigns, as owner, to establish certain rights, duties, obligations and responsibilities with respect to the use and operation of the Real Property in accordance with the terms and conditions of the allocation of the Hotel Density Reserve Units to the City and the Designation, which rights, duties, obligations and responsibilities shall be binding on any and all successors and assigns and will run with the title to the Real Property. THEREFORE, in consideration of the covenants and restrictions herein set forth and to be observed and performed, and in further consideration of the allocation of Hotel Density Reserve Units to Developer, and other good and valuable consideration, the Item # 10 Attachment number 4 Page 43 of 53 sufficiency of which is hereby acknowledged, Developer hereby declares, covenants and agrees as follows: 1. Benefit and Enforcement. These covenants and restrictions are made for the benefit of Developer and its successors and assigns and shall be enforceable by them and also for the benefit of the residents of the City and shall be enforceable on behalf of said residents by the City Council of the City. 2. Covenant of Development, Use and Operation. Developer hereby covenants and agrees to the development, use and operation of the Real Property in accordance with the provisions of this Declaration. 2.1 Use. The use of the resort on the Real Property is restricted as follows: 2.1.1 Occupancy in the overnight accommodation units from the Hotel Density Reserve is limited to a term of one month or thirty-one (31) consecutive days, whichever is less. Such units must be licensed as a public lodging establishment and classified as a hotel, and must be operated by a single licensed operator of the hotel. No hotel unit shall be used as a primary or permanent residence. 2.1.2 Nothing herein shall prevent a purchaser of a fractional share unit from owning a period of time greater than 31 days, provided every occupancy is limited to a term of one month or thirty-one (31) consecutive days, whichever is less. All hotel units shall be licensed as a public lodging establishment, a portion of which may be classified as a fractional share unit. No unit shall be used as a primary or permanent residence. 2.1.3 As used herein, the terms "transient occupancy," "public lodging establishment," "hotel," "time share," and "operator" shall have the meaning given to such terms in Chapter 509, Part I, Florida Statutes (2009). 2.2 Closure of Improvements and Evacuation. The Hotel developed on the Real Property shall. be closed as soon as practicable upon the issuance of a hurricane watch by the National Hurricane Center, which hurricane watch includes Clearwater Beach, and all Hotel guests, visitors and employees other than emergency and security personnel required to protect the resort, shall be evacuated from the Hotel as soon as practicable following the issuance of 2 Item # 10 Attachment number 4 Page 44 of 53 said hurricane watch. In the event that the National Hurricane Center shall modify the terminology employed to warn of the approach of hurricane force winds, the closure and evacuation provisions of this Declaration shall be governed by the level of warning employed by the National Hurricane Center which precedes the issuance of a forecast of probable landfall in order to ensure that the guests, visitors and employees will be evacuated in advance of the issuance of a forecast of probable landfall. 3 Effective Date. This Declaration shall become effective upon issuance of all building permits required to build the project ("Project") and Developer's commencement of construction of the Project, as evidenced by a Notice of Commencement for the Project. This Declaration shall expire and terminate automatically if and when the allocation of Reserve Units to the Developer expires or is terminated. 4 Governing Law. This Declaration shall be construed in accordance with and governed by the laws of the State of Florida. 5 Recording. This Declaration shall be recorded in the chain of title of the Real Property with the Clerk of the Courts of Pinellas County, Florida. 6 Attorneys' Fees. Developer shall reimburse the City for any expenses, including reasonable attorneys' fees, which are incurred by the City in the event that the City determines that it is necessary and appropriate to seek judicial enforcement of this Declaration and the City obtains relief, whether by agreement of the parties or through order of a court of competent jurisdiction. 7 Severability. If any provision, or part thereof, of this Declaration or the application of this Declaration to any person or circumstance will be or is declared to any extent to be invalid or unenforceable, the remainder of this Declaration, or the application of such provision or portion thereof to any person or circumstance, shall not be affected thereby, and each and every other provision of this Declaration shall be valid and enforceable to the fullest extent permitted by law. [SIGNATURES PAGES TO FOLLOW] 3 Item # 10 Attachment number 4 Page 45 of 53 IN WITNESS WHEREOF, Developer has caused this Declaration to be executed this day of 2009. WITNESSES: Printed Name: Printed Name: Printed Name: Printed Name: Printed Name: Printed Name: Printed Name: Printed Name: Printed Name: Printed Name: Agostino DiGiovanni, as Co-Trustee of the Tropicana Resort Land Trust Francesco Carriera, as Co-Trustee of the Tropicana Resort Land Trust John Conti, as Co-Trustee of the Tropicana Resort Land Trust FLAMINGO BAY CONDOMINIUM DEVELOPERS, LLC, a Florida limited liability company By: Agostino DiGiovanni President CITY OF CLEARWATER, FLORIDA By: William B. Horne II, City Manager Attest: 4 Item # 10 Attachment number 4 Page 46 of 53 Cynthia E. Goudeau, City Clerk Countersigned: Frank V. Hibbard, Mayor Approved as to Form: Leslie K. Dougall-Sides Assistant City Attorney STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledged before me this_day of , 2009, by Agostino Digiovanni, as Co-Trustee of the Tropicana Resort Land Trust, who is personally known to me or has produced as identification. Notary Public Print Name: STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledged before me this_day of , 2009, by Francesco Carriera, as Co-Trustee of the Tropicana Resort Land Trust, who is personally known to me or has produced as identification. Notary Public Print Name: 5 Item # 10 Attachment number 4 Page 47 of 53 STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledged before me this_day of , 2009, by John Conti, as Co-Trustee of the Tropicana Resort Land Trust, who is _ personally known to me or has produced as identification. Notary Public Print Name: STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledged before me this_day of , 2009, by Agostino DiGiovanni, as President of Flamingo Bay Condominium Developers, LLC, a Florida limited liability company, on behalf of the company. He is personally known to me or has produced as identification. Notary Public Print Name: STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledged before me this _day of , 2009, by WILLIAM B. HORNE, II, as City Manager of the City of Clearwater, Florida, who is personally known to me or who _ produced as identification. Notary Public Print Name: 6 Item # 10 Attachment number 4 Page 48 of 53 SCHEDULE A HOTEL "B" Lots 1, 2, 3, 4, 2A, 3A, 4A and the Southerly 8.60 feet of Lot 1A, COLUMBIA SUBDIVISION NO. 3, according to the plat thereof as recorded in Plat Book 27, Page 46, of the Public Records of Pinellas County, Florida. LESS AND EXCEPT That part of said Lots 1 and 2, described as follows: Commence at the Northeast corner of said Lot 1 for a Point of Beginning; thence Southerly along the Easterly boundary of said lot 1, said line also being the Westerly right-of-way line of Hamden Drive (Hamilton Drive per plat), 167.41 feet along the Arc of a curve concave to the West having a Radius of 6507.52 feet, Chord Bearing and Length being S 06°45'36" W, 167.41 feet; thence N 83°02'46" W, 99.73 feet; thence S 06-5714" W, 61.00 feet; thence S 09°04'50" W, 23.34 feet; thence N 81 °44'25" W, 10.77 feet to a point on the Westerly boundary of aforesaid Lot 2; thence Northerly along the Westerly boundary of aforesaid Lots 2 and 1, 248.79 feet along the Are of a curve concave to the West having a Radius of 6397.52 feet, Chord Bearing and Length being N 07°08'39" E, 248.77 feet to the Northwest corner of aforesaid Lot 1, thence S 84°27'30" E, along the North boundary of said Lot 1, said line also being the South right-of-way line of Third Street, 110.00 feet to the Point of Beginning. The parcel contains 35,730.06 square feet or 0.820 acres, more or less. Item # 10 Attachment number 4 Page 49 of 53 EXHIBIT E COVENANT OF UNIFIED USE PLEASE RETURN RECORDED DOCUMENT TO: E. D. Armstrong III, Esquire Johnson, Pope, Bokor, Ruppel & Burns, LLP 911 Chestnut Street Clearwater, Florida 33756 COVENANT OF UNIFIED USE THIS COVENANT OF UNIFIED USE (the "Agreement") is executed this _day of , 2009 by Tropicana Resort Motels, LLC, a Florida limited liability company ("Developer"). WITNESSETH: WHEREAS, Developer is the owner of the real property legally described on Schedule "A" attached hereto and incorporated herein by reference (the "Real Property"); and WHEREAS, Developer and the City of Clearwater, Florida (the "City") are parties to that certain Development Agreement dated , 2009 (the "Development Agreement"), pursuant to which the City has agreed that Developer may develop and construct upon the Real Property a hotel project as described in the Development Agreement (the "Project"); and WHEREAS, Developer intends to develop and operate the Real Property for a unified use, as more particularly described in this Agreement. NOW, THEREFORE, in consideration of the' sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Developer does hereby agree that, effective as of the date on which Developer receives all permits required to construct the Project and Developer commences construction thereof, as evidenced by a Notice of Commencement for the Project, the Real Property shall be developed and operated as a hotel and fractional share/interval ownership project, as described in the Development Agreement. The restrictions set forth in the preceding sentence shall expire automatically when and if Developer's allocation of additional hotel units (as defined in the Development Agreement) expires or is terminated. Nothing in this Agreement shall require Developer to develop the Project or restrict Developer's ability to sell, assign, transfer or otherwise Item # 10 Attachment number 4 Page 50 of 53 convey its right in and to the Real Property or any portion or portions thereof to unrelated third-parties. Further, nothing in this Agreement shall preclude the purchase and sale of one or more Fractional Share Units that may be constructed as a part of the Project (the "Fractional Ownership") (or Hotel Units (as defined in the Development Agreement) if sold in a condominium form of ownership), to separate, unrelated third parties, provided that such Fractional Share Ownership or Hotel Units are operated and occupied as part of the Project as a single unified project throughout the term of this Agreement. Developer agrees that the City shall have the right to enforce the terms and conditions of this Agreement. Notwithstanding the foregoing, all Hotel Units may be operated by a single hotel operator and all Fractional Share Units may be operated by a different, single management firm/operator. IN WITNESS WHEREOF, Developer has caused this Agreement to be executed this day of , 2009. WITNESSES: Printed Name: Printed Name: Printed Name: Printed Name: Printed Name: Printed Name: Printed Name: Printed Name: Agostino DiGiovanni, as Co-Trustee of the Tropicana Resort Land Trust Francesco Carriera, as Co-Trustee of the Tropicana Resort Land Trust John Conti, as Co-Trustee of the Tropicana Resort Land Trust FLAMINGO BAY CONDOMINIUM DEVELOPERS, LLC, a Florida limited liability company By: Agostino DiGiovanni President 2 Item # 10 Attachment number 4 Page 51 of 53 Printed Name: By: CITY OF CLEARWATER, FLORIDA William B. Horne II, City Manager Printed Name: STATE OF FLORIDA COUNTY OF PINELLAS Attest: Cynthia E. Goudeau, City Clerk Countersigned: Frank V. Hibbard, Mayor Approved as to Form: Leslie K. Dougall-Sides Assistant City Attorney The foregoing instrument was acknowledged before me this_day of , 2009, by Agostino Digiovanni, as Co-Trustee of the Tropicana Resort Land Trust, who is personally known to me or has produced as identification. Notary Public Print Name: STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledged before me this_day of , 2009, by Francesco Carriera, as Co-Trustee of the Tropicana Resort Land. Trust, who is personally known to me or has produced as identification. Notary Public Print Name: 3 Item # 10 Attachment number 4 Page 52 of 53 STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledged before me this_day of , 2009, by John Conti, as Co-Trustee of the Tropicana Resort Land Trust, who is personally known to me or has produced as identification. Notary Public Print Name: STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledged before me this_day of , 2009, by Agostino DiGiovanni, as President of Flamingo Bay Condominium Developers, LLC, a Florida limited liability company, on behalf of the company. He is personally known to me or has produced as identification. Notary Public Print Name: STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledged before me this _day of , 2009, by WILLIAM B. HORNE, II, as City Manager of the City of Clearwater, Florida, who is personally known to me or who produced as identification. Notary Public Print Name: 4 Item # 10 Attachment number 4 Page 53 of 53 SCHEDULE A HOTEL "B" Lots 1, 2, 3, 4, 2A, 3A, 4A and the Southerly 8.60 feet of Lot IA, COLUMBIA SUBDIVISION NO. 3, according to the plat thereof as recorded in Plat Book 27, Page 46, of the Public Records of Pinellas County, Florida. LESS AND EXCEPT That part of said Lots 1 and 2, described as follows: Commence at the Northeast corner of said Lot 1 for a Point of Beginning; thence Southerly along the Easterly boundary of said lot 1, said line also being the Westerly right-of-way line of Hamden Drive (Hamilton Drive per plat), 167.41 feet along the Arc of a curve concave to the West having a Radius of 6507.52 feet, Chord Bearing and Length being S 06°45'36" W, 167.41 feet; thence N 83°02'46" W, 99.73 feet; thence S 06°57'14" W, 61.00 feet; thence S 09°04'50" W, 23.34 feet; thence N 81°44'25" W, 10.77 feet to a point on the Westerly boundary of aforesaid Lot 2; thence Northerly along the Westerly boundary of aforesaid Lots 2 and 1, 248.79 feet along the Arc of a curve concave to the West having a Radius of 6397.52 feet, Chord Bearing and Length being N 07°08'39" E, 248.77 feet to the Northwest corner of aforesaid Lot 1, thence S 84°27'30" E, along the North boundary of said Lot 1, said line also being the South right-of-way line of Third Street, 110.00 feet to the Point of Beginning. The parcel contains 35,730.06 square feet or 0.820 acres, more or less. Item # 10 ?- Meeting Date: 12/17/2009 City Council Agenda Council Chambers - City Hall SUBJECT / RECOMMENDATION: Adopt Ordinance 8117-09 on second reading, repealing Section 30.053, Code of Ordinances, relating to nonconsensual tows of vehicles from private property. SUMMARY: Review Approval: 1) Clerk Cover Memo Item # 11 Attachment number 1 Page 1 of 1 ORDINANCE NO. 8117-09 AN ORDINANCE OF THE CITY OF CLEARWATER, FLORIDA, REPEALING SECTION 30.053, CODE OF ORDINANCES, RELATING TO NONCONSENSUAL TOWS OF VEHICLES FROM PRIVATE PROPERTY; PROVIDING AN EFFECTIVE DATE. WHEREAS, Section 30.053, Code of Ordinances, contains regulations regarding nonconsensual tows of vehicles from private property; and WHEREAS, Section 715.07, Florida Statutes, already contains numerous regulations regarding nonconsensual tows of vehicles from private property, including appropriate signage; and WHEREAS, Sections 122-38 through 122-45, Pinellas County Code, also contains numerous regulations regarding nonconsensual tows from private property, and is enforceable within both the unincorporated and incorporated areas within Pinellas County; and WHEREAS, Section 30.053, Code of Ordinances, therefore, is redundant, and is not necessary for the enforcement of nonconsensual tows of vehicles from private property within the City's municipal boundaries; now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CLEARWATER, FLORIDA: Section 1. Section 30.053, Code of Ordinances, is hereby repealed. Section 2. This ordinance shall take effect immediately upon adoption. PASSED ON FIRST READING PASSED ON SECOND AND FINAL READING AND ADOPTED Approved as to form: Robert J. Surette Assistant City Attorney Frank V. Hibbard Mayor Attest: Cynthia E. Goudeau City Clerk Ordinance No. 8117-09 Item # 11 ?- Meeting Date: 12/17/2009 City Council Agenda Council Chambers - City Hall SUBJECT / RECOMMENDATION: Adopt Ordinance No. 8130-09 on second reading, submitting to the city electors a proposed amendment to the City Charter amending Section 2.01(c)(3), to eliminate the mandatory rotation of independent auditors and require a competitive Request for Proposals process every five years. SUMMARY: Review Approval: 1) Clerk Cover Memo Item # 12 Attachment number 1 Page 1 of 2 ORDINANCE NO. 8130-09 AN ORDINANCE OF THE CITY OF CLEARWATER, FLORIDA, SUBMITTING TO THE CITY ELECTORS A PROPOSED AMENDMENT TO THE CITY CHARTER AMENDING SECTION 2.01(c)(3), TO ELIMINATE THE MANDATORY ROTATION OF INDEPENDENT AUDITORS AND REQUIRE A COMPETITIVE REQUEST FOR PROPOSALS PROCESS EVERY FIVE YEARS; PROVIDING AN EFFECTIVE DATE. WHEREAS, mandatory auditor rotation creates additional costs and audit inefficiencies with uncertain potential benefits; and, WHEREAS, a decrease in audit firms fully qualified to perform public-sector audits and the resulting lack of competition has made mandatory auditor rotation more costly and potentially counterproductive; and WHEREAS, other safeguards now exist to address the independence and objectivity of independent auditors, including state law requiring a competitive request for proposals process managed by an audit committee appointed by the governing body; now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CLEARWATER, FLORIDA: Section 1. Amend Section 2.01.(c)(3) as follows: Section 2.01. Council; composition; powers. (a) Composition. There shall be a city council, (the "council"), composed of five council members, including the mayor. The members will occupy seats numbered one through five, inclusive. All members shall be elected at large by the voters of the city. (b) Powers. All legislative power of the city shall be vested in the council, except as otherwise provided by law or the provisions of this charter, and the council shall provide for the exercise thereof and for the performance of all duties and obligations imposed upon the city by law. (c) Duties. It shall be the duty of the council to discharge the obligations and responsibilities imposed upon the council by state law, city ordinance and this charter. As a part of the discharge of its duty, the council shall: 1. Each October at a public meeting, present a report on the evaluation of the performance of the city manager and city attorney. 2. Adopt by ordinance a comprehensive system of fiscal management. The fiscal management ordinance shall include provisions relating to the operating budget, capital budget and capital program, and provide for hearings on the budget, capital budget and capital program and the amendment of the budget following adoption. 3. Provide for an annual or more frequent independent audit of all city accounts by a firm of certified public accountants. No firm shall be employed for more than five consecutive years, unless selected through a formal Request for Proposals process All audits shall be in accordance with law. 4. Regulate comprehensive planning, zoning and land development as provided by law. Ordinance No. 8130-09 Item # 12 Attachment number 1 Page 2 of 2 Section 2. A referendum election is hereby called and will be held on March 9, 2010, at the general city election for the consideration of the voters of the City of Clearwater for the proposed charter amendments. The question to appear on the referendum ballot reflecting the proposed amendment to the charter at the regular municipal election scheduled for March 9, 2010, shall be as follows: CHARTER AMENDMENT TO ALLOW INDEPENDENT AUDITORS TO SERVE MORE THAN FIVE CONSECUTIVE YEARS Shall Section 2.01(c)3. of the City Charter be amended as provided in Ordinance No. 8130-09 to require a Request for Proposals process every five years to select an independent auditor rather than a mandatory rotation of independent auditors every five years? YES NO Section 3. The City Clerk is directed to notify the Pinellas County Supervisor of Elections that the referendum item provided above shall be considered at the election to be held on March 9, 2010. Section 4. This ordinance shall take effect immediately upon adoption. The amendments to the City Charter provided for herein shall take effect only upon approval of a majority of the City electors voting at the referendum election on these issues and upon the filing of the Amended Charter with the Secretary of State. PASSED ON FIRST READING AS AMENDED PASSED ON SECOND AND FINAL READING AND ADOPTED Approved as to form: Pamela K. Akin City Attorney Frank V. Hibbard Mayor Attest: Cynthia E. Goudeau City Clerk 2 Ordinance No. EttM-0912 City Council Agenda Council Chambers - City Hall Meeting Date: 12/17/2009 SUBJECT / RECOMMENDATION: Award a contract for actuarial services for the City's OPEB (Other Post Employment Benefits) liability for the five year period ending December 31, 2014, to Gabriel, Roeder, Smith and Company,authorize a not to exceed amount for the City over the 5 year period of $60,000 and authorize thea appropriate officials to execute same. (consent) SUMMARY: Annually, the City must have a calculation done on the City's OPEB (Other Post Employment Benefits) liability. This liability is related to the State requirement that the City allow retirees to participate in the City's health insurance plan at the same cost as employees. Gabriel, Roeder, Smith and Company was selected from a group of twelve (12) national firms responding to the City's RFP 21-09. All twelve firms responding were deemed responsible proposals and were differentiated primarily by firm and staff experience with similar Florida plans and proposed fees. GRS was selected by the selection committee as submitting the most desirable combination of experience and fee structure and maintains an office in Ft. Lauderdale, FL. The full actuarial OPEB calculation will be done on a biennial basis with an abbreviated roll-forward prepared for the off-year. First year retainer fee for the full OPEB calculation will be $16,000 and the first off-year fee will be $4,000 (increased by CPI). These fees are paid by the City. Subsequent fees will be adjusted for inflation by changes in the 12/31 CPI-U index annually during the remaining term of the agreement. The total not to exceed amount is calculated as follows: $16,000 First year fee $ 4,200 Estimated second year fee (increased by estimated CPI of 3%) $17,000 Estimated third year fee (increased by estimated CPI of 3%) $ 4,500 Estimated forth year fee (increased by estimated CPI of 3%) $18,300 Estimated fifth year fee (increased by estimated CPI of 3%) $60,000 Estimated total Included in this contract is the Pension Plan actuarial valuation for the Employees' Pension Plan which is a Pension Plan expense. The Pension Plan Trustees will be considering this part of the contract as part of the Trustees agenda and that cost will be paid from Pension Plan. Type: Operating Expenditure Current Year Budget?: Yes Budget Adjustment Comments: Funds are available in 181-99899 Current Year Cost: Not to Exceed: For Fiscal Year: Budget Adjustment: Annual Operating Cost: $60,000 Total Cost: to None Cover Memo Item # 13 Appropriation Code Amount Appropriation Comment 181-99899-530100-51300-000 $60,000 Bid Required?: Yes Bid Number: RFP 21-09 Other Bid / Contract: Bid Exceptions: None Review 1) Office of Management and Budget 2) Financial Services 3) Office of Management and Approval: Budget 4) Legal 5) Clerk 6) Assistant City Manager 7) Clerk 8) City Manager 9) Clerk Cover Memo Item # 13 Attachment number 1 Page 1 of 81 EXHIBIT A GRS Gabriel Roeder Smith & Company • CITY OF CLEARWATER, FLORIDA RFP #21-09: PROPOSAL FOR ACTUARIAL AND OTHER SERVICES SEPTEMBER 28, 2009 Gabriel, Roeder, Smith & Company ? One E. Broward Blvd., Ste. 505 ? Ft. Lauderdale, FL 33301 Contacts: J. Stephen Palmquist (Pension) / James J. Rizzo (OPEB) Phone Number: (954) 527-1616 ? Fax: (954) 525-0083 E-mail: steve.palmquist@gabrielroeder.com / jim.rizzo@gabrielroeder.com Item # 13 Attachment number 1 Page 2 of 81 G RS Gabriel Roeder Smith & Company One East Broward Blvd. 954.527.1616 phone Consultants & Actuaries Suite 505 954.525.0083 fax Ft. Lauderdale, FL 33301-1872 www.gabriefroeder.com -0 September 23, 2009 City of Clearwater c/o Mr. George McKibben, Purchasing Manager 100 South Myrtle Avenue Clearwater, FL 33756-5520 Re: Response to RFP #21-09: Actuarial and Other Services Dear Mr. McKibben: We are pleased to have the opportunity to submit a proposal for actuarial consulting and other related services to the City of Clearwater ("the City") Employees' Pension Plan ("the Plan") and other post-employment benefits plan (OPEB). The attached proposal sets forth our understanding of the work to be performed and the overall qualifications and capabilities of the consultants and resources of Gabriel, Roeder, Smith & Company (GRS). • GRS offers the City an actuarial firm, uniquely specializing in public sector retirement systems, with a nationally recognized reputation; an excellent research center focused on public employer retirement issues; and a clear understanding of the national, state, and local political and legislative environments and processes. Our proposed client service team is highly capable and experienced in the public sector arena. We believe there are four key qualification areas that you want to look for in your actuarial firm. Our proposal demonstrates GRS' qualifications in these areas: KNOWLEDGE OF THE ISSUES AND THE SERVICES - GRS has provided actuarial and consulting services to public retirement systems since 1938. We have clearly and proficiently demonstrated our knowledge, expertise, timeliness, and capabilities over the years with our clients. More specifically, our Lead Actuaries have reviewed some of the recent documents prepared by your attorney and actuary. We are knowledgeable on the issues that you are currently addressing. We are currently helping many of our clients through the same issues. • COMMUNICATION - Not only do we need to be able to effectively communicate to City of Clearwater staff, we have found that our work often requires us to speak in front of plan trustees, elected officials and state legislative committees, as well as labor and other employee groups. We communicate our results and recommendations in clear, jargon-free • terms to maximize understanding for all concerned parties. Item # 13 Attachment number 1 Page 3 of 81 Mr. George McKibben September 23, 2009 • Page 3 • DEPTH IN THE ISSUES - The City will want the benefit of knowing what other governmental entities are doing-and how they are examining all the possible areas of future risk, confronting unfunded liabilities, and preparing themselves to be responsive to both the financial and employee benefit-related risks that will emerge. As our nation's leading consultant to public sector retirement systems, GRS offers the City time-tested technical resources designed to effectively and efficiently administer public sector employee benefit plans. • SOUND AND INTEGRATED APPROACH - Our consulting team has tremendous depth of experience in retirement and retiree health consulting and actuarial science. The team selected for the City of Clearwater is also well versed in government finance and will work with the Plan to bring forward solutions that respect the interests of the members and the City. If selected as the City of Clearwater Employees' Pension Plan's actuary, GRS will perform all requested work in a timely and efficient manner. We trust that the City will find our proposal worthwhile, and we look forward to further discussion. Thank you for considering how we may be of service. • Respectfully submitted, Gabriel, Roeder, Smith & Company Mark Randall, E.A. ,per, Executive Vice President J ? 009 Enclosures NOTARY FIJBLIC-STATE OF FLORIDA Virginia Eleanor Zagari •' Commission #DD759786 ", • Expires; MAY 11, 2012 BONDED MU ATLANTIC BONDING CO., INC. • Gabriel Roeder Smith & Company Item # 13 Attachment number 1 Page 4 of 81 City of Clearwater RFP #21-09: Proposal for Actuarial and Other Services • TABLE OF CONTENTS PAGE EXECUTIVE SUMMARY 1-3 FIRM QUALIFICATIONS 4-19 FAMILIARITY WITH GASB STATEMENT REQUIREMENTS 20-21 QUALIFICATIONS OF PERSONNEL TO BE ASSIGNED 22-29 COSTS TO PROVIDE THE VARIOUS SERVICES 30-38 APPENDICES A. LICENSE TO DO BUSINESS IN THE STATE OF FLORIDA B. FORT LAUDERDALE OFFICE PUBLIC PENSION CLIENTS C. FORT LAUDERDALE OFFICE OPEB CLIENTS D. SAMPLE PENSION ACTUARIAL VALUATION REPORT • E. SAMPLE OPEB ACTUARIAL VALUATION REPORT F. SAMPLE EMPLOYEE BENEFIT STATEMENT G. GRS INSIGHT (MAY 2009: "THE GASB'S INVITATION TO COMMENT ON PENSION ACCOUNTING AND REPORTING STANDARDS" • Item # 13 Attachment number 1 Page 5 of 81 City of Clearwater RFP #21-09: Proposal for Actuarial and Other Services EXECUTIVE SUMMARY MAKING THE BEST CHOICE It is not every day that you are called upon to select an Actuary. A selection committee might even feel at a loss to know what really matters. There are significant differences, even among leading national actuarial firms. The City of Clearwater can have confidence that it will receive great value and benefit from a relationship with Gabriel, Roeder, Smith & Company as its actuary. GRS excels in providing actuarial and consulting services to the public sector over its competitors, both large and small. We have highlighted key reasons why GRS is the best choice for the City of Clearwater: 1. The City of Clearwater can have confidence in a large, stable national firm with a highly respected reputation in public sector actuarial consulting. GRS is a premier consulting and actuarial firm and provides services to many satisfied Florida governmental pension plans. GRS is known on the national scene as the leading public sector actuarial advisor for pension, health, and OPEB plans, yet with a local perspective. Our clients take pride and comfort in knowing that GRS is their actuary. In choosing GRS, Clearwater will choose an actuary that will not exit public sector work and will always dedicate its resources toward helping public sector plans. • 2. GRS (and the Lead Actuaries assigned to the City of Clearwater) has substantial experience in the public sector environment. We are unique in the consulting field because we derive over 95% of our revenue from services provided to public sector pension, OPEB, and health clients. At GRS, public sector pension and health plan work is not just a unit within a large diversified organization; it is virtually our whole firm. It's all we do. And we do more public sector retirement plan actuarial work than any other firm, both nationally and in Florida. Our exposure to so many pension and OPEB plans has taught us how to handle some very complex benefit structures, involving break-dates, grandfatherings, component units, every sort of DROP provision imaginable, and a wide range of other unique and complex plan and governance structures. This exposure also brings to the table many of the techniques for cost containment. Often we are engaged to assist clients in managing pension and OPEB costs and liabilities. With GRS as its actuary, Clearwater will be able to tap into proven, fiscally responsible techniques that will optimize value without reducing quality. We have reviewed some of the recent documents prepared by your attorney and actuary and are knowledgeable on the issues that you are currently addressing. We are currently helping many of our clients through the same issues. • 'tern # 13 GRS 1 Attachment number 1 Page 6 of 81 City of Clearwater RFP #21-09: Proposal for Actuarial and Other Services Executive Summary 3. The City of Clearwater needs a firm with depth so that there are resources for back-up, for double-checking, for collaboration and second opinions, and for research. All GRS offices have experienced Actuarial Teams, serving over 600 public sector pension and OPEB clients nationally. GRS has more actuaries solely dedicated to providing services to the public sector than any other firm in the nation. In the Fort Lauderdale office alone, we have eight (8) full-time experienced Pension Actuaries, five (5) of whom also have experience with OPEBs. The Fort Lauderdale Office also employs numerous Actuarial Analysts, computer specialists, and support staff experienced in Florida public sector Pension and OPEB Plans. Clearwater will always have easy access to broad based, in-house public sector pension and OPEB expertise, no matter the time constraints or other technical nature of the actuarial need. 4. The City of Clearwater will want to know how its benefit levels and liabilities compare with other Florida governments (especially cities). We are currently engaged by well over 100 governmental clients in Florida for pension work and over 100 for OPEB work. So no guesswork will be involved when GRS benchmarks Clearwater benefits, costs, and liabilities against those of a number of other comparable Florida cities. GRS offers decades of experience in actuarial projections of the costs and liabilities of pension and OPEB plans for public sector employers. We see it all. The City of Clearwater will have access to detailed and high-level comparative information for benchmarking. • 5. The City of Clearwater needs an actuarial advisor who knows industry trends in benefits, techniques, assumptions and accounting, particularly among cities in Florida (and nationally). GRS serves more pension and OPEB plans in Florida than any other firm. We have the largest public sector actuarial practice nationally, as well. This client base gives us access to all trends and movements in the industry, particularly in Florida. Through GRS' policy of regular interaction and information sharing between its actuarial consultants, at all levels and locales, the City of Clearwater can be assured that the valuations and advice it receives will be cutting edge. 6. The City of Clearwater needs a firm with a good working relationship with the Florida Division of Retirement. The Florida Division of Retirement and the Bureau of Local Retirement Systems are important regulatory players in the life of the City's Plan. Having a mutually respectful relationship with the Staff at the Division and Bureau should prove beneficial to the City. GRS Consultants are on a first name basis with the regulators, including the Bureau Chief, Division Director, and other executives. Recently, we were hired as a subcontractor to review the actuarial valuations and impact statements for roughly half of the Florida governmental pension plans on behalf of the Division/Bureau. This speaks to the confidence which the Division and Bureau have in GRS. This positions GRS in good standing with the Division/Bureau-for the benefit of our clients, including the City of Clearwater. "ef #?3 GRS Attachment number 1 Page 7 of 81 City of Clearwater RFP #21-09: Proposal for Actuarial and Other Services • Executive Summary 7. The City of Clearwater can be assured that its actuarial valuations will be fully compliant with State requirements and actuarial and accounting standards and will withstand auditing and other scrutiny. Your Lead Actuaries' backgrounds and actuarial integrity have garnered them excellent reputations with State officials and with auditors. GRS' internal quality assurance and peer review programs give our clients a high level of confidence in our internal processes and end product. The actuarial procedures and models used by GRS are fully compliant with all relevant Actuarial Standards of Practice and all Government Accounting Standards. Further, we serve on numerous professional committees of the American Academy of Actuaries, national and Florida Governmental Finance Officers Associations, and other trade associations. Clearwater can rest assured that the valuations and advice it receives from GRS meet or exceed all industry standards and expectations. 8. The City of Clearwater needs to stay on top of the latest regulatory developments affecting its Pension Plan. The two Lead Actuaries and our home-office research unit will provide up-to-date information on Federal and state legislation and regulations, as well as actuarial and accounting standards affecting the Plan. In conjunction with the City's pension counsel, GRS offers the services of its Research Group, led by Paul Zorn, GRS Director of Governmental Research, for expertise on plan design, federal and state legislation, accounting rules, and other regulatory issues. As an example, several GRS actuaries have been engaged at the national level in the debate on the market value of pension liabilities (MVL). We have been participating in several venues, drafting responses to the GASB's Invitation to Comment for its major project revisiting pension and OPEB accounting standards, with the hope of influencing GASB's thinking away from MVL as it deliberates these matters. As another example, GRS (including the City's two Lead Actuaries) was at the forefront of the resistance to last year's attempt to rewrite the Florida government pension rules. We sent notices to all our clients on the substance of the draft rules and our responses, as well as attending and testifying at the hearings. GRS is an active and respected participant in shaping current actuarial and accounting standards and processes at the national level, meaning Clearwater will have immediate access to expert knowledge of the latest applicable information. 9. The City of Clearwater wants a cooperative relationship with its actuarial firm. GRS retains its clients for a long time. We will work hard to build and maintain a cooperative and mutually respectful relationship with the City of Clearwater staff and officials. Our emphasis on respect and partnership has enabled us to retain our clients for a very long time. Both your Lead Actuaries have current client relationships for over 30 years. The City of Clearwater will be a very important client to GRS, the Fort Lauderdale office, and, in particular, to your Lead Actuaries. We are a firm you can work with. THANK YOU Thank you for the opportunity to submit this proposal. We are excited about the opportunity to serve the City of Clearwater Employees' Pension Plan. Iens #313 GRS Attachment number 1 Page 8 of 81 City of Clearwater RFP #21-09: Proposal for Actuarial and Other Services FIRM QUALIFICATIONS A. Indicate size of firm, organizational structure, location of management and charter authorization and licenses to do business in the State of Florida. OUR PEOPLE E We have 121 employees, including 40 credentialed actuaries and 38 actuarial analysts. All of our employees are involved in serving public sector agencies, from consultants to administrative staff. Our Employees Can Be Categorized Approximately as Follows: Pension & OPEB Consulting Practice 74 Administrative Support 15 Benefits Consulting Practice 10 Corporate Support 9 Technology Services 6 DB Administration Practice 5 IT Department 2 Total 121 HISTORY OF FIRM, STRUCTURE AND OWNERSHIP Gabriel, Roeder, Smith & Company (GRS) was incorporated in 1962 from a merger of A.G. Gabriel & Company, a sole proprietorship established in 1938, and another younger sole proprietorship, Roeder & Company. GRS is a private Michigan corporation that is 94% employee owned. Our client base is national in scope, and the firm's growth tends to be steady and constant. In 1995, GRS merged with Kruse, O'Connor & Ling-a Florida-based consulting firm with similar high standards of quality and service-expanding the scope of our services. In 2001, GRS entered into an alliance with Watson Wyatt through which both firms have agreed to explore joint consulting opportunities. As part of the alliance, GRS acquired Watson Wyatt's U.S.-based public sector retirement practice and a group of Watson Wyatt's consultants and actuaries joined GRS. Watson Wyatt retains a small equity stake in GRS as part of this alliance. GRS is headquartered in Southfield, Michigan, and maintains full-service offices in Fort Lauderdale, Chicago, Dallas, and Denver. 'tern #13 GRS 4 Attachment number 1 Page 9 of 81 0 City of Clearwater RFP #21-09: Proposal for Actuarial and Other Services Firm Qualifications: A ORGANIZATIONAL CHART Gabriel, Roeder, Smith & Company Organizational Chart Rw.d ai lb-b .s T .-Brarmlaptr. KRa Dm*- Mam J.- Judy K? 8- Uw0w, Stove P4-q.rst, Mt Ft. d ad. gb_ M ier. l.- W ed 6.e.: Raeds._. Saah i Casyi.y ft-o 'm - B.e.a w" y YidaatRy® fu.tl. Y. RIM fa+dlu!a?Ne?m faW.BidAClicayo D.Ab ffl...Q Fat La.Adit Caryaraie S.iV?-Ad aa.. K%V R.O. ai DW-1- S11Y Rep-M Ureabr i EW SE Repo..) D_ t . COFO Judy Ks..oss M.&R-di Th-Drae b p.e Ken D-ie C-ft.g Teas I I Cwsab.g Seizes I I Ca,s.rd,a a? I I Acad. h g r HR I M LOCATION • While GRS is headquartered in Southfield, Michigan, the full-service office assigned to the City of Clearwater is located in Fort Lauderdale. Additionally, every member of the Team assigned to Clearwater also works out of the Fort Lauderdale office. Your Lead Actuaries have been serving Florida public sector clients for more than 30 years. Regardless of location, GRS actuaries and consultants make a practice of being easily and readily available to their clients. GRS' license to do business in the State of Florida is provided in Appendix A. GRS #513 Attachment number 1 Page 10 of 81 City of Clearwater RFP #21-09: Proposal for Actuarial and Other Services Firm Qualifications: B B. Describe in general your firm's national, statewide and local service capabilities to perform the required services as stated in Section B of this RFP. Gabriel, Roeder, Smith & Company as a whole, and the Team assigned to the City of Clearwater, specifically, have a great deal of experience providing the professional actuarial and consulting services described in Section B of this RFP. GRS is ready and able to perform all of these services upon contract initiation. RELEVANT PUBLIC SECTOR SERVICE CAPABILITIES GRS is our nation's largest provider of actuarial and consulting services to the public sector retirement community. We employ more actuaries who are dedicated to public sector Pension and OPEB work than any other firm. We provide actuarial and consulting services, which encourage sound financing, sensible benefit design, efficient administration, and effective communication in employee benefit plans. What makes GRS unique among actuarial consulting firms is its commitment to public employee retirement systems. . Some key characteristics of our client base offer an insightful overview of our experience: rt We provide actuarial and benefit consulting services to over 700 public and private clients; u Our client base is comprised of post-retirement benefit systems and employers at city, public authority, state, county, hospital, private-sector, and not-for-profit organizations; u Over 95% of our revenue is derived from services to the public sector; tt Our services are provided on a fee-for-service basis only. We sell no products, so our consulting is provided solely in the best interests of our clients; X1 Our services are offered through full-service offices. The local office selected for the City of Clearwater is in Fort Lauderdale; ?t We currently serve as actuary to 21 statewide retirement plans with 50,000 or more participants; tt Concurrently, we serve as valuation actuary and consultant to 30 statewide retirement plans with assets averaging $17 billion each; and u Most GRS clients have multiple retirement structures. In many cases, our clients have multiple plans because of multiple classes of employees, such as police, fire, teachers, general, and utilities. Often, different groups of employees are subject to . different pension provisions because of different collective bargaining agreements. Item GRS #613 Attachment number 1 Page 11 of 81 • City of Clearwater RFP #21-09: Proposal for Actuarial and Other Services Firm Qualifications: B The far-ranging locations of our clients, and the long associations we have enjoyed with them, attest to the quality of our services. We have been associated with more than half of our clients for at least 10 years, many for more than 40 years, and some for 60 years. Our first client, the City of Detroit, continues to be our client today, after 70 years! Our broad experience in diverse geographical and political environments is a substantial asset to our clients. Our commitment to public employee retirement systems is highlighted by the fact that all of our actuaries have experience in benefit design, plan administration, and legislative issues-as well as valuation-related services. GRS also retains other professional staff to provide expertise and support to clients in executing the various facets of retirement plan administration. Additionally, GRS has more actuaries and consultants devoted to governmental retirement systems than any other firm in the country. Because all of our actuaries and consultants have extensive public plan experience, the back-up needed to deal with unforeseen circumstances is always available. Our employees are affiliated with numerous governmental groups, from the national Government Finance Officers Association (GFOA) and the National Association of State Retirement Administrators (NASRA) to the Florida GFOA and Florida Public Pension Trustees Association (FPPTA), and many others. GRS' long history of supporting and educating public sector professionals, governing bodies, and other stakeholders on actuarial and benefits consulting topics dates back to the 1930s, when our founders helped governments design their first defined benefit pension plans by providing consulting support, knowledge, and actuarial services. Today we support hundreds of benefit plans by providing pension, OPEB, health, retirement technology, and plan administration services. GRS # 3 Location of Clients Who Receive Services from GRS Attachment number 1 Page 12 of 81 City of Clearwater RFP #21-09: Proposal for Actuarial and Other Services Firm Qualifications: B GRS continues to support the public sector, not only through its provision of services, but by dedicating its resources to the public sector benefits industry in the form of published articles, conference presentations, surveys, legislative testimony, and membership on committees of public sector organizations. We are committed to supporting your plan and participants. LOCAL AND STATEWIDE SERVICE CAPABILITIES GRS has three Teams providing consulting services to Florida public sector clients. The Fort Lauderdale Team assigned to the City of Clearwater is called FLP 1 and has approximately 12 full-time equivalent employees. Of that total, six are credentialed actuaries, including two Senior Consultants, and six are Actuarial Analysts. FLP 1 serves over 160 Florida governmental entities with Pension and OPEB actuarial advisory services. In addition to FLP1, there are two other Teams serving Florida governmental entities with Pension and OPEB actuarial advisory services. The Fort Lauderdale Teams are supported by computer professionals and administrative personnel, some located in Fort Lauderdale and some in the Michigan office. As a national firm, GRS is organized in such a manner that if one office anticipates having a temporarily full capacity of work, another office can absorb some of that work, as needed. All five GRS offices have credentialed and experienced public sector Actuaries and Analysts to • perform pension and OPEB valuations. This ensures a smooth flow of results to clients. Adding the City of Clearwater's actuarial valuations will not present any capacity issues for FLP 1. • GRS tem #?3 Attachment number 1 Page 13 of 81 • City of Clearwater RFP #21-09: Proposal for Actuarial and Other Services Firm Qualifications: C C. Describe resources available to your firm such as computer capability, personnel with specialized knowledge, and expertise in the governmental field. GRS supports its consultants and analysts through various GRS actuarial and research resources. These resources help them deliver the highest quality services to clients. In addition, GRS encourages its consultants to participate in activities that support public sector benefit plans. We believe that our professional development support creates an environment for service excellence, which has resulted in GRS' low employee turnover compared to other firms. A few examples of this support are provided: GRS' Internal Software and Programming Group supports our internally written and maintained actuarial software and provides ongoing training for all actuarial employees on its use. Our consultants know that the work they produce uses methods that comply with the latest actuarial standards, methods, assumptions, and tables required for public sector work. Many of our competitors do not place emphasis on software and training for public sector plans. rt GRS' Research Group provides clients and GRS with in-depth analysis of public sector benefit plan issues covering plan design, Internal Revenue Code, and other legislative and . regulatory issues. In addition, our consultants are able to access this very valuable resource for client-specific inquiries. M Our consultants remain updated on benefit issues using our internal company portal that provides them with GRS Research group publications, benefits-related publications from external sources, and discussion boards for information sharing. u GRS supports consultants' activities as speakers, committee members, and as authors of articles for industry and public sector associations such as the National Association of Retirement Administrators (NASRA), National Council on Teacher Retirement (NCTR), National Conference of Public Employee Retirement System (NCPERS), International Foundation of Employee Benefit Plans (IFEBP), American Academy of Actuaries (AAA), and Government Finance Officers Association (GFOA). ?X GRS' Chief Actuary, Norman Jones, F.S.A., E.A., M.A.A.A., has worked with public sector retirement systems since 1964 and monitors the firm's adherence to established actuarial standards, provides oversight and interpretations for the firm's actuarial methodologies, and serves as the GRS spokesperson for the company's perspectives and positions on actuarial issues. COMPUTER & SOFTWARE RESOURCES GRS' Internal Software and Programming Group supports and updates GRS' proprietary core calculation software and supports GRS client services teams. The team consists of three full- time employees with almost 40 years of combined experience in the public pension field. GRS Attachment number 1 Page 14 of 81 City of Clearwater RFP #21-09: Proposal for Actuarial and Other Services • Firm Qualifications: C Our valuation program distinguishes us from all of our competitors in that it was designed for the public sector. Many of our competitors use commercial software that, for the most part, is private-sector based. It has been our experience that private sector software does not deal well with the many complex features that are typical in governmental plans. Typically, commercial software source code can only be modified by the companies who own it-not by the firms using it. Some larger competitors, for the most part, use software that they have written. Once again, their software tends to be private-sector based and does not do well with level percent of payroll financing or contributory plans, which are fundamental to governmental plans. Actuarial Valuation Software The GRS core calculation software used for the actuarial valuation of defined benefit and hybrid pension plans and other post-employment benefit (OPEB) plans has evolved over 30 years of internal use and is a very stable platform. Because our specialty is public pension and retiree medical plans, our software is uniquely designed to handle those cases. GRS valuation software is geared to develop the most level funding possible. Our software design guarantees that the assumptions and methods used in the pension valuation are fully compatible with those used in the retiree health valuation- eliminating double handling of data. The actuarial valuation of a pension plan's provisions is usually handled by assigning values to at least five hundred standard valuation parameters. Our experience is most benefit plans have some unique features which cannot be handled by standard valuation parameters. To ensure reasonable and accurate valuation of these features, our valuation software can be customized for all pension plans. Technologically, we are distinguished from many of our competitors in that our valuation software can handle eight separate decrements corresponding to the following benefit events: normal retirement, early retirement, tt vested termination, refund of member contribution, pre-retirement death (duty and non-duty), and pre-retirement disability (duty and non-duty). GRS software handles both the inflation-based and merit-and-seniority-based elements of salary increase assumptions, which may be a function of tt age, rt service, it or both age and service. Our software automatically produces a multi-year projection. GRS has also developed unique • methods that explicitly value gain-loss analyses and decrement experience studies by source. +^m 10 3 GRS Attachment number 1 Page 15 of 81 • City of Clearwater RFP #21-09: Proposal for Actuarial and Other Services Firm Qualifications: C GRS' software package allows our actuaries to examine the annual reconciliation of data with unmatched efficiency and truly understand how the liabilities of an actuarial valuation are affected by the methodologies used to set the assumptions. Our software package allows the actuary to examine the data for several parameters, giving the actuary the ability to set the assumptions based on the most appropriate methodologies for the client. A distinguishing feature of our system, which has been used to research termination and retirement assumptions for clients of all sizes, relates to the methodology of basing termination expectations on years of retirement eligibility, instead of solely on age. The results of our research are being utilized in the valuations for GRS clients today. The process was specifically created by our flexible software. Unlike many of our competitors, we can develop innovative valuation techniques needed by public sector plans, such as this feature, because we own our software. GOVERNMENTAL EXPERTISE RESOURCES GRS utilizes its Research Group, led by Paul Zorn, GRS Director of Governmental Research, for expertise on plan design, federal and state legislation, accounting rules and other regulatory issues. In addition to internal research, GRS subscribes to legal and regulatory research from a • variety of external sources, including: u Commerce Clearing House Pension Plan Guide On-Line - Provides instant access to the most current IRS provisions related to employee benefits, updated daily by the staff of Commerce Clearing House. This package of services includes daily notices of changes or additions to IRS documents, current text of relevant federal benefit laws and regulations and detailed explanations by attorneys and other knowledgeable benefit professionals of how federal laws affect benefit practice. • Research Institute of America's Checkpoint Database - Provides instant access to detailed information about the federal laws and regulations governing pension and benefit plans, including published private letter rulings and all federal court cases related to employee benefits. In addition, Checkpoint provides access to all of the GASB's statements, guidelines, and pronouncements. Bureau of National Affairs Pension & Benefits Reporter - Provides on-line access to current (as well as previous) issues of the premier journal covering retirement and benefits news across the U.S. "C'I'D C 1.13 Attachment number 1 Page 16 of 81 • City of Clearwater RFP #21-09: Proposal for Actuarial and Other Services Firm Qualifications: D D. Describe your firm's experience in serving as an actuary and consultant to local governmental units including your most recent clients within the State of Florida, including the names, addresses, and phone numbers of contact persons; briefly describe the services performed for these clients. THE GRS TEAM FOR THE CITY OF CLEARWATER J. Stephen Palmquist will serve as Lead Consultant and Actuary to the City of Clearwater Employees' Pension Plan. Mr. Palmquist has over 35 years of pension benefit consulting experience for Florida public pension retirement systems. He has more experience over more years with more plans throughout Florida than any other Actuary. His responsibilities have included valuations for funding and accounting purposes, cost analyses of proposed plan changes, experience studies, and City Commission and Board presentations. Mr. Palmquist has served as the actuarial advisor to pension boards of large, small, and mid-size cities, utilities, and other governmental entities. He currently serves as a Team Leader in the Fort Lauderdale office. We are confident that when Mr. Palmquist's experience and knowledge regarding pension consulting for governmental plans is compared with that of actuaries from competing firms, he will clearly be deemed the most qualified to provide the City of Clearwater with pension consulting services. 0 James J. Rizzo will serve as the Lead Consulting Actuary assigned to the City of Clearwater's other post-employment benefits plan (OPEB). He will also serve as Peer Review Actuary for the City's Employees' Pension Plan. Mr. Rizzo serves on various national committees, including as an advisor to GASB itself. Mr. Rizzo has over 30 years of experience in all aspects of public and private sector pension, health, and OPEB plan operations, including consulting to pension boards, cities, counties, school districts, hospitals, and utilities throughout Florida-and one statewide plan outside Florida. His expertise extends beyond the basic actuarial valuation of pension, health, and OPEB plans to consulting, assistance with collective bargaining issues, long-range planning, actuarial implications of investment decisions, and pension and OPEB cost- containment strategies. Mr. Rizzo has a national reputation as an OPEB expert, writing and speaking on the topic for various state and national organizations. We are confident that when Mr. Rizzo's experience and knowledge regarding pension / OPEB consulting for governmental plans is compared with that of actuaries from competing firms, he will clearly be deemed the most qualified to provide the City of Clearwater with OPEB consulting services. Duane Howison will serve as Managing Actuary to the City's Pension Plan and will be directly involved in the preparation of your valuations and actuarial impact statements. He is also assigned as Peer Review Actuary for the City's other post-employment benefits plan, a capacity in which he has served your assigned Team for nearly two years. Duane has over 15 years of experience in actuarial, administrative, and consulting services for employee retirement systems and post- retirement health care plans. • GRS #1 )13 Attachment number 1 Page 17 of 81 • City of Clearwater RFP #21-09: Proposal for Actuarial and Other Services Firm Qualifications: D Piotr Krekora is an Actuary who is involved in the preparation of actuarial valuations, OPEB studies, cost analyses of proposed plan changes, population projection, asset simulations and cash flow studies, present value calculations, retirement benefit calculations, and annual benefit statements for system members. As such, he will serve as Managing Actuary for the City of Clearwater's other post-employment benefits plan. Trisha Amrose and Emma Shi will serve as Actuarial Analysts to the City. Every member of the City of Clearwater Team is located in GRS' Fort Lauderdale office. Virtually all of our professional staff has in-depth experience with public employee retirement plans. We believe our knowledgeable, responsive approach permits us to offer the highest level of prompt, informed service and personnel back-up. Our consultants routinely communicate with Retirement Boards and staff in the normal course of providing services. Such communications occur as a result of meetings, phone calls, email, and letter communications between the City and GRS. In addition, client needs are communicated seamlessly within GRS, since we provide services using a team-based approach. Team members keep each other, their Team Leader, and their Regional Director apprised of client needs and satisfaction levels. Using these methods, we are • able to ensure our clients remain satisfied. We find that these methods produce timely solutions to client needs. REFERENCES We provide actuarial and benefit consulting services to over 700 public and private clients in about 30 states. The GRS client base spans the broad universe of public employee retirement systems. Unlike other actuarial firms, GRS is committed to the public plan market. Actuarial and consulting services for public plans have been our specialty since we were founded in 1938. Our clients continue to select GRS because of our commitment and delivery of the highest level of quality services to our public plan clients. GRS also does more governmental pension actuarial work nationally (and more in Florida) than any other firm. Appendices B and C include a partial listing of the public pension clients and a complete list of OPEB clients served from our Fort Lauderdale office by your Team. We are providing the name, title, address, and telephone number for our contact person for five clients, similar in scope and size to the City of Clearwater, recently served out of our Fort Lauderdale office by members of the Team assigned to the City. We would be pleased to provide • contact information for additional clients, at your request. ten 1 166 1 T1 3 3 GRS Attachment number 1 Page 18 of 81 r1 U City of Clearwater RFP #21-09: Proposal for Actuarial and Other Services Firm Qualifications: D Miami Beach Employees Retirement System Contact: Mr. Rick Rivera, Pension Administrator Address: 1700 Convention Center Drive Miami Beach, FL 33139 Phone Number: (305) 673-7437 Services Performed: M Annual Actuarial Valuations >I Actuarial Studies rz General Consulting Plantation General Employees Retirement Fund and OPEB C] Contact: Ms. Beth Haines, Pension Administrator Address: 400 Northwest 73rd Avenue Plantation, FL 33317 Phone Number: (954) 797-2298 Services Performed: >I Annual Pension Actuarial Valuations TI OPEB Actuarial Valuations M Actuarial Studies rl Retirement Benefit Calculations M Annual Employee Benefit Statements rX Service Buy Back Calculations M General Consulting City of Orlando General Employees Pension Plan and OPEB Current Contact: Mr. Christopher McCullion, City Treasurer Address: 400 S. Orange Avenue Orlando, FL Phone Number: (407) 246-2121 Or Previous Contact: [Mickey Miller, now with City of Jacksonville, (904) 630-0656] Services Performed: tl Annual Pension Actuarial Valuations • OPEB Actuarial Valuations • Actuarial Studies • General Consulting n U GRS 1?3 Attachment number 1 Page 19 of 81 17-? City of Clearwater RFP #21-09: Proposal for Actuarial and Other Services Firm Qualifications: D City of Miami OPEB Contact: Mr. Larry Spring, Chief Financial Officer Address: 444 S.W. 2nd Avenue Miami, FL 33130-1010 Phone Number: (305) 416-1011 Services Performed: M OPEB Actuarial Valuations n Actuarial Studies u General Consulting M Health Benefits Consulting City of Sarasota General Employees Pension Plan • • Contacts: Ms. Benita Saldutti and Mr. Chris Lyons Address: 111 South Orange Avenue, Room 204 Sarasota, FL 34230 Phone Number: (941) 954-4185 Services Performed: ?t Annual Pension Actuarial Valuations rt OPEB Actuarial Valuations u Actuarial Studies M Annual Employee Benefit Statements u General Consulting GRS 513 Attachment number 1 Page 20 of 81 City of Clearwater RFP #21-09: Proposal for Actuarial and Other Services Firm Qualifications: E E. Describe your firm's experience specific to health & welfare actuarial valuations related to other post-employment benefits. Other Post Employment Benefits (OPEB), particularly retiree medical benefits, have gained a lot of attention lately among employers, labor, retirees, accountants, actuaries and investment vendors, government legislators and regulators at all levels and, of course, the media. There are several factors that have contributed to this newfound interest in OPEB. 1. The ever-increasing cost of medical coverage in general. 2. The increasing number of retirees (with their higher costs) covered by employer- sponsored medical plans. 3. A new awareness of the long-term liability (and its magnitude) associated with the promise of retiree medical coverage. 4. In June 2004, a new accounting standard was adopted by the Governmental Accounting Standards Board (GASB), requiring the recognition and disclosure of long-term costs for OPEB on the financial statements of governmental employers. • 5. An interest by collective bargaining representatives, legislators, investment vendors, and consultants for the advance-funding of retiree medical benefits to mitigate the long-term costs and give employees and retirees some level of security that the funds will indeed be there to pay for the benefits. Even if it is just the "implicit subsidy," it is very important for the City of Clearwater to understand the nature of the promise it has made to its retirees and active employees. Only with useful information about the long-term costs can employers manage their programs adequately. GRS OPEB RESOURCES GRS has developed resources and services to respond to health care plan sponsors' needs in the areas of GASB No. 43 and No. 45 compliance, OPEB funding, health care cost management, and benefit design. rt GRS has health care actuaries, health care actuarial analysts, and health care consultants who analyze OPEB benefits promised, health care claims experience, and health care trend assumptions. This in-depth analysis provides the premium rates used in the valuation. Rates are critical components in projecting OPEB liabilities. Our expertise in this area ensures that premium rates and the underlying health care assumptions are reasonable. GRS has actuaries and consultants with an average of 20 years of experience developing • long-term actuarial projections. They are experts in analyzing eligibility requirements, pre-funding arrangements, cost-sharing arrangements, and actuarial assumptions, which 11 GRS T1 6 11 Attachment number 1 Page 21 of 81 r? LJ City of Clearwater RFP #21-09: Proposal for Actuarial and Other Services Firm Qualifications: E impact the direction and size of actuarial liabilities, the Annual Required Contribution (ARC), and Net OPEB Obligation. rt GRS has a peer review process for its OPEB valuations. This ensures that our work meets actuarial standards of practice and professionalism. • GRS has a research group that focuses on benefits research for the public sector. • Several persons on our staff have participated in the Governmental Accounting Standards Board's (GASB) OPEB-related work. n GRS has a group of actuaries dedicated to analyzing OPEB implementation and technical issues. GRS can offer clients a web-based OPEB valuation process. This is a premium service option for public sector clients with multiple employers, benefit tiers, and employee groups. GRS has a health care consulting practice comprised of actuaries and consultants. We specialize in data and financial analysis to assist plan sponsors in the management of their health programs. GRS' health care consulting service areas include Plan Design, Financial Analysis, and Vendor Management. • We are currently engaged by well over 100 governmental clients in Florida for pension work and over 100 for OPEB work. So no guesswork will be involved when GRS benchmarks Clearwater benefits, costs, and liabilities against those of a number of other comparable Florida cities. GRS offers decades of experience in actuarial projections of the costs and liabilities of pension and OPEB plans for public sector employers. We see it all. The City of Clearwater will have access to detailed and high-level comparative information for benchmarking. • GRS serves more pension and OPEB plans in Florida than any other firm. We have the largest public sector actuarial practice nationally, as well. This client base gives us access to all trends and movements in the industry, particularly in Florida. GRS 43 Attachment number 1 Page 22 of 81 • • • City of Clearwater RFP #21-09: Proposal for Actuarial and Other Services Firm Qualifications: F F. Indicate whether your firm qualifies as an "Enrolled Actuary" as defined in Chapter 60T-1.002(6) of the Florida Administrative Guide. Your two Lead Actuaries, Steve Palmquist and Jim Rizzo, and your Managing Actuary (for Pension), Duane Howison, are all Enrolled Actuaries under ERISA. GRS #1 X13 Attachment number 1 Page 23 of 81 • • • City of Clearwater RFP #21-09: Proposal for Actuarial and Other Services Firm Qualifications: G G. Please provide information on litigation your firm has been a party to during the past three (3) years GRS is not currently involved in any lawsuits and has had no lawsuits filed against it during the past three years. GRS 143 Attachment number 1 Page 24 of 81 City of Clearwater RFP #21-09: Proposal for Actuarial and Other Services • FAMILIARITY WITH GASB STATEMENT REQUIREMENTS Please indicate your familiarity with GASB Statement reporting and disclosure requirements relating to pension plans and other post-employment benefits by providing a brief summary of current and proposed requirements and your experience in providing required disclosures. CURRENT REQUIREMENTS Actuarial valuations must be performed to determine the cost and liabilities of the pension funding obligation. The Annual Required Contribution is determined and used to calculate the Annual Pension (or OPEB) Cost. This is the expense charged to the books of the employer and offset by the Employer Contribution (Pension or OPEB), resulting in the Net Pension (or OPEB) Obligation, which appears on the employer's Statement of Net Assets. The Actuarial Accrued Liability, Funded Ratio, and other disclosures are included in the Notes to Financial Statements and the Required Supplementary Information (RSI). PROPOSED REQUIREMENTS Exposure Draft-GASB has issued an Exposure Draft titled, "OPEB Measurements by Agent Employers and Agent Multiple-Employer Plans." This exposure draft extends the headcount test down to the individual employer in certain circumstances. While it does not affect many, if any at all, employers in Florida, it is a welcome proposal for other situations. It addresses employers which participate in an Agent Multiple Employer OPEB Plan. The frequency of fully compliant valuations for these employers had originally been tied to the number of plan members in the Agent Plan, as a whole. This Exposure Draft proposes to permit the headcount rules for determining the frequency to be based upon the headcount of the individual employer. Invitation To Comment-This document was not actually a proposal. However, it was a critical part of GASB's current agenda project on accounting for Post-Employment Benefits (Pensions and OPEBs). It described various controversial issues relating to accounting and financial reporting for Pensions and presented various pros and cons on each issue; then it asked readers nine broad questions to give us an opportunity to comment and make our arguments. The three most important issues were (a) whether the proper measure of the pension obligation should be based on the pattern of benefits accruing in exchange for the employee's service or the pattern of funding requirements demanded by the pension fund, (b) whether this pension obligation satisfies the definition of a liability (per GASB Concept 4) for inclusion on the Statement of Net Assets as the full amount of the liability or just the annual shortfall in contributions, and (c) what discount rate and actuarial cost methods should be used to measure the pension obligation. For more information on GRS' understanding and response to this Invitation, please see Appendix G. "ern #J3 GRS Attachment number 1 Page 25 of 81 r? U City of Clearwater RFP #21-09: Proposal for Actuarial and Other Services Familiarity with GASB Statement Requirements EXPERIENCE IN PROVIDING REQUIRED DISCLOSURES GRS has been providing pension recognition and disclosure information pursuant to GASB Statement Nos. 5/25/27/43/45/47/50 for many years. Mr. Rizzo, your Lead OPEB Actuary (and Peer Review and Backup Pension Actuary), has been very actively involved in the development and usage of GASB standards for OPEB: OPEB u Worked on American Academy of Actuaries (AAA) committees to respond to GASB 43/45 Exposure Drafts u Assisted GASB staff in developing Statements No. 43 and 45 Member of GASB Advisory Committee for drafting the first Implementation Guide for Statements No. 43 and 45 Numerous speaking engagements for national and Florida GFOA, national AICPA, FICPA, and various other national and state organizations u Wrote articles for Florida GFOA newsletter Pension Member of GASB Advisory Committee for Pension research project, culminating in the Post-Employment Benefits Project currently on GASB's Agenda Authored a Five-Part Series of Papers (with two colleagues) for the Society of Actuaries Pension Finance Symposium (May 2009) on measurement methods for Pension and OPEB costs and liabilities for various purposes, including financial reporting u Assisted in drafting responses to GASB's Invitation to Comment (on Post-Employment Benefits) on behalf of five different groups: the American Academy of Actuaries, national GFOA, Florida GFOA, 43 practicing public sector actuaries (comment letter), and GRS u Testified at GASB Hearing (August 2009) in Norwalk, Connecticut, on the Invitation to Comment n Testified at GASB Hearing (November 2006) on the Exposure Draft of what became Concept Statement 4 u Wrote article for national Government Finance Review magazine (published August 2009) • GRS #2113 Attachment number 1 Page 26 of 81 City of Clearwater RFP #21-09: Proposal for Actuarial and Other Services 0 QUALIFICATIONS OF PERSONNEL TO BE ASSIGNED Provide resumes of the personnel who would be directly involved in performing actuarial and consulting services for the City, including but not limited to: (i) Formal and supplemental education; (ii) Experience in performing pension and health & welfare actuarial services and consultation regarding employee benefit programs including governmental client names where possible; (iii) Knowledge of State of Florida regulatory requirements applying to municipal pension plans; (iv) Experience, if any, in performing valuations in compliance with GASB Statements. (v) Memberships in professional organizations; and (vi) Professional recognition and awards. THE GRS TEAM FOR THE CITY OF CLEARWATER J. Stephen Palmquist will serve as Lead Consultant and Actuary to the City of Clearwater Employees' Pension Plan. Mr. Palmquist is an Associate of the Society of Actuaries (ASA), a . Member of the American Academy of Actuaries (MAAA), a Fellow of the Conference of Consulting Actuaries (FCA), and an Enrolled Actuary under ERISA (EA). James J. Rizzo will serve as the Lead Consulting Actuary assigned to the City of Clearwater's other post-employment benefits plan (OPEB). He will also serve as Peer Review Actuary for the City's Employees' Pension Plan. Mr. Rizzo is an Associate of the Society of Actuaries (ASA) and Member of its Investment, Pension, and Health sections; a Member of the American Academy of Actuaries (MAAA); an Enrolled Actuary under ERISA (EA); a fellow of the Conference of Consulting Actuaries (FCA); and a Member of the Florida Government Finance Officers Association. Duane Howison will serve as Managing Actuary to the City's Pension Plan and will be directly involved in the preparation of your valuations and actuarial impact statements. He is also assigned as Peer Review Actuary for the City's other post-employment benefits plan. Duane is a Fellow of the Society of Actuaries (FSA) and an Enrolled Actuary under ERISA (EA). Piotr Krekora will serve as Managing Actuary for the City of Clearwater's other post- employment benefits plan. Mr. Krekora is an Associate of the Society of Actuaries (ASA) and holds a Ph.D. in theoretical and computational physics. E "ern 1.13 GRS Attachment number 1 Page 27 of 81 City of Clearwater RFP #21-09: Proposal for Actuarial and Other Services Qualifications of Personnel to be Assigned Trisha Amrose will serve as the primary Actuarial Analyst to the City's Pension Plan. She has over nine years of professional actuarial experience. Trisha will be directly involved in the preparation of your valuation, benefit statements, and benefit calculations. Ms. Amrose received her Bachelor of Science degree in mathematics from the State University of New York at Stony Brook. She is currently pursuing designation from the Society of Actuaries. Emma Shi will serve as the primary Actuarial Analyst to the City's other post-employment benefits plan. She is involved in the preparation of actuarial valuations, OPEB studies, cost analyses of proposed plan changes, present value calculations, retirement benefit calculations, and annual benefit statements for system members. Emma has one year of experience working with public sector plans. Ms. Shi received her Bachelor of Science degree in management from Beijing Institute of Technology, China, and a Master of Science degree in mathematics from Illinois State University. She is currently pursuing designation from the Society of Actuaries, soon to attain her actuarial credentials. Each of these professionals is a highly qualified actuarial technician. What sets them apart, however, is that they are also high quality consultants who are sensitive enough to listen, experienced enough to provide real alternatives, and articulate enough to make themselves understood by any audience on any topic in the retirement area-from actuarial concepts to benefit administration. • Resumes including all required information follow. GRS # A3 Attachment number 1 Page 28 of 81 City of Clearwater RFP #21-09: Proposal for Actuarial and Other Services Qualifications of Personnel to be Assigned J. STEPHEN PALMQUIST Steve Palmquist, Senior Consultant and Actuary, joined the firm in 1973. He was a Principal and Vice President of Kruse, O'Connor & Ling before its merger with GRS. Prior to that, he was a member of the pension department of a major insurance company. His GRS team is responsible for delivering quality actuarial services to over 60 public retirement systems. EXPERIENCE Steve has over 35 years of experience in the actuarial profession. He provides actuarial, administrative, and consulting services to municipal retirement systems, where he offers a high level of expertise. PROFESSIONAL ASSOCIATIONS Steve is an Associate of the Society of Actuaries (ASA), a Member of the American Academy of Actuaries (MAAA), a Fellow of the Conference of Consulting Actuaries (FCA), and an Enrolled Actuary under ERISA (EA). PROFESSIONAL ACTIVITIES Steve has been a speaker at programs, schools, and seminars sponsored by the Florida Public Pension Trustees Association, the Florida Institute of CPAs, and the Florida Division of Retirement. EDUCATION • Steve holds a Bachelor's degree in mathematics, with a minor in statistics, from Florida State University. GRS 3 Attachment number 1 Page 29 of 81 0 City of Clearwater RFP #21-09: Proposal for Actuarial and Other Services Qualifications of Personnel to be Assigned JAMES J. RIZZO James J. Rizzo joined Gabriel, Roeder, Smith & Company in 1995 as a Senior Consultant and Actuary. Prior to joining GRS, he was a Principal and Vice President of Kruse, O'Connor & Ling. EXPERIENCE Mr. Rizzo has over 30 years of experience in all aspects of public and private sector pension, health, and OPEB plan operations. Mr. Rizzo's expertise extends beyond the basic actuarial valuation of pension, health, and OPEB plans to consulting, long-range planning, and actuarial implications of investment decisions. Mr. Rizzo has a national reputation in the field of GASB 43/45 and Other Post-Employment Benefit Plans sponsored by public sector employers. PROFESSIONAL ASSOCIATIONS He is an Associate of the Society of Actuaries (ASA) and Member of its Investment, Pension, and Health sections; a Member of the American Academy of Actuaries (MAAA); an Enrolled Actuary under ERISA (EA); a Fellow in the Conference of Consulting Actuaries (FCA); and a Member of the Florida Government Finance Officers Association. PROFESSIONAL ACTIVITIES Mr. Rizzo has authored articles, delivered addresses, and conducted seminars for the National Enrolled Actuaries Meeting; national Government Finance Officers Association; Society of Actuaries; Florida Government Finance Officers Association; and other state and local trade associations. He serves on Committees of the Florida Government Finance Officers Association and served on the Response Committee for the American Academy of Actuaries' response to the GASB Exposure Draft on accounting for Other Post-Employment Benefits (OPEB), which became GASB Statements No. 43 and 45. Most important to this engagement, he served on the GASB's Advisory Committee for the Implementation Guide for Statements No. 43 and 45. EDUCATION Jim holds a Bachelor of Arts (with honors) degree in mathematics from the University of South Florida and completed actuarial course studies at Georgia State University. item 1213 GRS Attachment number 1 Page 30 of 81 • • • City of Clearwater RFP #21-09: Proposal for Actuarial and Other Services Qualifications of Personnel to be Assigned DUANE HOWISON Duane Howison is a Consultant with Gabriel, Roeder, Smith & Company. Prior to joining GRS, he worked for two other major employee benefits consulting firms in Dallas and St. Louis. EXPERIENCE Mr. Howison has over 15 years of experience including actuarial, administrative, and consulting services for public and private employee retirement systems. During his career he has handled a wide variety of consulting assignments, including actuarial valuations, plan design studies, plan terminations, experience studies, early retirement windows, and cash flow projections. For the last two years, Mr. Howison has served as Peer Review for all the OPEB Valuations of Mr. Rizzo's Team. He has provided valuable insight and assistance in producing Actuarial Valuation Reports and consulting services featuring high quality and high client-usefulness. Duane has two years' experience with governmental pension and OPEB plans, including the cities of Sarasota, Marco Island, and West Melbourne, along with numerous Florida school districts. Through this work, he has developed extensive knowledge of Chapters 112, 175, and 185 under the Florida Statutes. His experience includes performing valuations in compliance with GASB 25, 27, and 45. PROFESSIONAL ASSOCIATIONS Duane is an Enrolled Actuary per ERISA (EA) and a Fellow of the Society of Actuaries (FSA). EDUCATION Duane holds a Bachelor of Arts degree in accounting from Ohio Wesleyan University. GRS g13 Attachment number 1 Page 31 of 81 • City of Clearwater RFP #21-09: Proposal for Actuarial and Other Services Qualifications of Personnel to be Assigned PIOTR KREKORA Piotr Krekora joined Gabriel, Roeder, Smith & Company in 2005. Piotr holds a Ph.D. in theoretical and computational physics, with which he taught university-level physics for several years. With a career change behind him, he has become an Associate of the Society of Actuaries. EXPERIENCE Piotr is involved in the preparation of actuarial pension and OPEB valuations, pension and OPEB studies, cost analyses of proposed plan changes, population projections, asset simulation and cash flow studies, present value calculations, retirement benefit calculations, and annual benefit statements for system members. His public sector experience involves many municipalities, including Bal Harbour Village; the cities of Sarasota, Miami, and Cape Coral; and other governmental entities. Through this work, he has developed a working knowledge of Chapters 40 112, 175, and 185 under the Florida Statutes. His experience includes performing valuations in compliance with GASB 25, 27 and 45. PROFESSIONAL ASSOCIATIONS • Piotr is an Associate of the Society of Actuaries (ASA) and a Member of the American Academy of Actuaries (MAAA). With Mr. Rizzo, he co-authored a series of scientific papers for the Society of Actuaries under a common title: Revisiting Pension Actuarial Science. EDUCATION Piotr holds an earned Ph.D. in physics from the Polish Academy of Sciences and served as a research scientist at two American universities. While employed at Illinois State University, he attended several courses offered by its Actuarial Program. GRS .3 Attachment number 1 Page 32 of 81 • City of Clearwater RFP #21-09: Proposal for Actuarial and Other Services Qualifications of Personnel to be Assigned TRISHA AMROSE Trisha Amrose is a Senior Analyst with Gabriel, Roeder, Smith & Company. She has nine years of actuarial experience. Her public sector experience involves multiple local public plan retirement systems including the Pension Boards for the cities of Fort Lauderdale, Lakeland, and Kissimmee. EXPERIENCE She is involved in the preparation of actuarial valuations (including GASB reporting), experience studies, health care valuations, cost analysis of proposed plan changes, present value calculations, retirement benefit calculations, and annual benefit statements for system members. Her expertise extends to buy-back calculations, DROP accounting, and preparation of Summary Plan Descriptions. She is also responsible for checking the work prepared by the analysts before • review by the actuaries. Trisha has knowledge of Florida Statutes, including Chapters 175 and 185, as they apply to municipal pension plans. Her experience includes performing pension valuations in compliance with GASB Statements 25 and 27 and health & welfare valuations in compliance with GASB Statements 43 and 45. PROFESSIONAL ASSOCIATIONS Trisha is currently working toward associateship in the Society of Actuaries. She has completed several actuarial exams: SOA Exam P and Enrolled Actuaries Exam EA-2B. EDUCATION Trisha holds a Bachelor of Science degree in mathematics from the State University of New York at Stony Brook. She has continued her actuarial education through audiocasts and webcasts • given by the Conference of Consulting Actuaries and the American Academy of Actuaries. Item 1' ? 3 GRS Attachment number 1 Page 33 of 81 • City of Clearwater RFP #21-09: Proposal for Actuarial and Other Services Qualifications of Personnel to be Assigned EMMA SHI Emma Shi joined Gabriel, Roeder, Smith & Company in 2008 as an Analyst. She has more than one (1) year of experience working with both public and private sector pension and OPEB plans. Her experience also includes work for another national actuarial firm in its health care division. EXPERIENCE Emma has more than one (1) year of experience with governmental OPEB plans, including the City of Sarasota, School District of Lake County, and Marion County. She is involved in the preparation of employee and retiree data, running the actuarial modeling software, actuarial valuations, OPEB studies, cost analyses of proposed plan changes, present value calculations, retirement benefit calculations, and annual benefit statements for system members. • As an actuarial analyst, Emma performs actuarial valuations of Other Post Employment Benefits in compliance with GASB 45 for governmental clients, conducts data analysis regarding health care provided to retiring governmental employees, and calculates benefits for retiring and terminating members, as well as the present value of those benefits. PROFESSIONAL ASSOCIATIONS E Emma is currently working toward associateship in the Society of Actuaries. She has completed six Society of Actuaries' exams: Exam P/1, Exam FM/2, Exam MLC, MFE, Exam C/4, and FAP 1. EDUCATION Emma holds a Bachelor of Science degree in management from Beijing Institute of Technology, China, and a Master of Science degree in mathematics from The Illinois State University. GRS 3 Attachment number 1 Page 34 of 81 City of Clearwater RFP #21-09: Proposal for Actuarial and Other Services • COSTS TO PROVIDE THE VARIOUS SERVICES A. Provide full information on the cost for each of the required services identified in Section B of the RFP including whether the fee is on a project basis or hourly basis, the estimated number of hours and total cost, and any other costs which would be reasonable expected to be incurred as a result of the performance of the service. If applicable, please provide any project or hourly cost increases for years two thru five of the anticipated five year contract. Costs should be quoted on each service as follows: it Annual Pension Actuarial Review (project basis) Annual and / or Biennial Health & Welfare Actuarial Review-OPEB (project basis) i1 Annual Employee Benefit Statements (project basis) Advise to City Staff on Tax and Plan Issues (hourly basis) Actuarial Reviews Pension and Health & Welfare (1) The valuations must be performed in accordance with accepted actuarial principles including the use of appropriate actuarial assumptions. The financial information produced must be in accordance with generally accepted accounting principles, including full compliance with is Governmental Accounting Standards Board (GASB) statements. The actuarial reports must provide sufficient information to enable the City to make all financial statement note disclosures required by applicable GASB statements. (2) The techniques and assumptions used and the content of the reports issued must conform to the requirements of all applicable laws and rules including Florida Statutes and Chapter 60 of the Florida Administrative Code, and the fee quoted is to include responses by the actuary to inquiries of the State Board of Administration as necessary. (3) Pension and Health & Welfare (OPEB) actuarial studies must be completed on a timely basis in order to meet fiscal year financial reporting requirements, no later than December Isr annually. Please recommend a strategy to implement biennial OPEB liability calculations if appropriate to minimize fees. ANNUAL PENSION ACTUARIAL REVIEW The preparation of annual Actuarial Valuation Reports is one of the main services requested in the RFP. Our annual Service Plan is described in the table below. The first year might vary from this schedule. Please see Appendix D for a copy of a Sample Actuarial Valuation Report for a Pension Plan. GRSa3 Attachment number 1 Page 35 of 81 • • City of Clearwater RFP #21-09: Proposal for Actuarial and Other Services Costs to Provide the Various Services ACTIVITY TASKS PHASE 1: Gather and Send out data request for January 1, 2010. Edit Data City of Clearwater submits data. Analyze data and provide City of Clearwater staff with data questions. City of Clearwater responds with answers to data questions. Prepare final census database. Analyze demographics and salary trends. Produce statistical tables. PHASE 2: Analyze legislative changes. Incorporate Benefit Incorporate changes into valuation procedures and programs. and/or Assumption Evaluate actuarial assumptions and methods for use in current valuation. Changes PHASE 3: Calculate Value current-year census data based on prior-year assumptions and Plan(s) Actuarial Liabilities provisions. Analyze liability gains and losses. Revise programs for assumption changes and value liabilities on new assumption basis, if applicable. Measure impact of assumption changes, if applicable. Review programs for changes in plan(s) provisions and value liabilities on new plan(s) basis, if applicable. Measure impact of changes in plan(s) provisions. PHASE 4: Determine City of Clearwater sends financial report. Valuation Assets Determine market value. Analyze change in assets. Calculate market value investment return. Calculate actuarial value of assets. Calculate actuarial value investment return. Determine asset gain (loss). PHASE 5: Prepare Import liability based on actuarial information into financing worksheets. Cost Summaries Input asset values into financing worksheets. Develop cost calculations and summary tables. Determine actuarial gain or loss. PHASE 6: Analyze Review of cost calculations performed by support actuaries and peer review actuary. and Review Results Provide liabilities, assets and summary tables for review b City of Clearwater. PHASE 7: Prepare Peer-review by the Lead Actuary for quality assurance and additional insights. Actuarial Valuation Review preliminary results with City of Clearwater staff. Report Finalize actuarial and statistical tables. Draft discussion sections. PHASE 8: Present the Forward draft report to City of Clearwater staff. Actuarial Valuation Produce final report. Report Present repo rt to City of Clearwater staff/Boards. Typical turnaround time for an actuarial valuation is four (4) to eight (8) weeks upon receipt of complete and accurate asset information and census data. GRS 13 Attachment number 1 Page 36 of 81 • City of Clearwater RFP #21-09: Proposal for Actuarial and Other Services Costs to Provide the Various Services Each actuarial valuation report will contain, but not be limited to: n An executive summary of the highlights of the report; rt A discussion of the ability of the required contribution rate to support the current benefits of the system; rl Plan assets, liabilities, and value of benefits; rX Tables and schedules required for compliance with Governmental Accounting Standards Board Statements No. 25 and No. 27 (and any successor GASB requirements); M Clear explanations of the actuarial assumptions and cost methods; rX Displays showing the age groups and service matrices for active members, and age groups and types of benefits for retired members; and rt A clear summary of the plan. Of course, all of our work will be conducted in accordance with generally accepted actuarial procedures, as promulgated by the Actuarial Standards Board. BIENNIAL OPEB ACTUARIAL VALUATIONS We propose biennial OPEB liability calculations at a significant savings to the City of Clearwater. The fully compliant Actuarial Valuation applies to the next fiscal reporting year end. The following fiscal reporting year is the "off-year." Another fully compliant Actuarial Valuation is not required. However, the same numbers cannot simply be reproduced for the off-year. A "roll-forward Valuation" is required for the off-year. In a roll-forward Valuation, we use the basic results of the previous fully compliant Valuation and make various adjustments to apply the results to the next following fiscal year, the off-year. This is permitted as long as there are not any "significant changes" (as described in Paragraph 12 of GASB Statement No. 45) between the valuation date and the reporting year end. In the event that "significant changes" occur, usually we can merely redo the previous fully compliant Valuation, recognizing the changes, and make the various adjustments necessary to apply to the off-year end. This would qualify as a "new valuation," as Paragraph 12 would require. A simple Letter Report would suffice to communicate the results of a roll-forward Valuation. Other times, we might actually need to perform another fully compliant Valuation. If a fully compliant valuation were requested by the City of Clearwater in an intermediate year, the cost would be developed by increasing the previous fully compliant Valuation Report fee for inflation. Having completed hundreds of OPEB actuarial valuations under GASB 43/45, we have a well-established plan for the process. GRS 3 Attachment number 1 Page 37 of 81 • City of Clearwater RFP #21-09: Proposal for Actuarial and Other Services Costs to Provide the Various Services Prior to completing Step 1, the process starts with a detailed telephone conference including representative(s) from Benefits, Financial Reporting, and possibly from IT, which results in a detailed data request letter to the client. We then draft a Summary of Substantive Plan Provisions, which is reviewed by the client with sign-off. ACTIVITY TASKS STEP 1: Draft and Send out data request for documentation describing all benefits provided. Approve Substantive City of Clearwater submits data. Plan Provisions Identify employer-provided other post-employment benefits and their eligibilities and conditions. Draft a written version of the substantive plan. City of Clearwater signs off on substantive plan. STEP 2: Collect Prepare complete and detailed Data Request Letter, including templates for use in Employee and Retiree the City's collection of census data. Census Data City of Clearwater requests census date from Pension Plans and from insurance company(ies). City of Clearwater screens and reviews the data obtained, forwards to GRS and certifies completeness and accuracy. STEP 3: Collect Request loss ratios, renewal reports, experience ratings, worksheets, rate charts, etc., Benefit Plan Data from respective insurance companies. STEP 4: Develop Develop initial per capita costs for the benefit types. Initial Per Capita Costs Convert initial composite per capita costs to a table of age-sex specific initial per ca ita costs for each benefit type. STEP 5: Calculate All Project future years' expected costs for all those currently covered based on health Projected Benefits and care trend assumptions for each benefit type. Present Values Set up long-term actuarial modeling system. Advise City of Clearwater staff concerning assumptions and methods. Calculate actuarial present values of expected benefits payable. City of Clearwater adopts chosen assumptions and methods. STEP 6: Calculate Calculate expense and liability disclosures under a few relevant cost methods. Expense and Liabilities Discuss (with City of Clearwater) client objectives for final selection of actuarial cost method. STEP 7: Prepare a Draft report and submit to City of Clearwater for initial review and comments. Draft Report Telephone conference with City staff to review report before final. STEP 8: Finalize Produce final report. Report Present repo rt to City of Clearwater staff/Boards, as necessary. The completion of Steps 1, 2, 3, and 7 depends on the response time and scheduling of the City and its vendors. The City will be required to collect data from various sources, such as pension boards and insurance vendors. This process usually takes our clients between two (2) and ten (10) weeks. However, we anticipate that Steps 4, 5, 6, and 7 (which are generally under our control) would be completed within four (4) to six (6) weeks of the time we have all the data collected and verified for completeness and accuracy. A final report will follow a few days after the City agrees to the draft report and any changes requested. This Proposal is contingent on receiving complete and accurate data in the format requested. 0 A sample OPEB Actuarial Valuation Report is provided in Appendix E. 3 item #%1 GRS Attachment number 1 Page 38 of 81 • City of Clearwater RFP #21-09: Proposal for Actuarial and Other Services Costs to Provide the Various Services Employee Benefit Statements Individual employee benefit statements will be prepared and delivered to the Cityfor distribution to employees. The benefit statements will include such information as projected plan benefits, employee contributions, accrued plan benefits, date of 100% vesting, etc. The statements will be delivered to the City annually by July I't for distribution to employees. ANNUAL EMPLOYEE BENEFIT STATEMENTS Our standard employee benefit statements include: n A summary of all relevant data, n Accrued and projected benefits, it Vested status, and tt Accrued contributions. The statements can also be modified to address any special situation that may arise. Additionally, we include a detailed listing summarizing the information on the employee benefit statements for your records. A sample Employee Benefit Statement is provided in Appendix F. Advice to City Staff on Tax and Plan Issues The firm will be available to advise City staff on issues pertaining to tax and plan considerations such as plan design, estimated funding requirements of various alternative plan designs, and detailed actuarial reports and impact statements related to the Employees' Pension Plan. Recognizing that service providers and clients have an on going need for communications, the service provider will advise the City, in advance, when discussions are such that a billing will occur. Fees will typically be based on a fee per hour, however, for large projects a project fee will be negotiated. ADVICE TO CITY STAFF ON TAX AND PLAN ISSUES Routine consulting includes, but is not limited to, the following items: rt Response to the auditor's confirmation request and coordination with other service providers, tt Technical advice and consultation, rt Keeping the City informed of the effects of technical changes, u Conversations on pending or anticipated issues that may affect your plan, or it Other services that do not result in a work assignment. G? em #313 Attachment number 1 Page 39 of 81 LJ City of Clearwater RFP #21-09: Proposal for Actuarial and Other Services Costs to Provide the Various Services APPROACH 1. Our approach to providing general services is: A service is requested by phone, letter, or at a meeting. tt A discussion with the appropriate party results in authorization of the work, followed by direction on prioritizing the request among other current requests of the City. u The request is assigned to one or more persons at GRS. M The project is completed and reviewed by a GRS Senior Consultant. u The finished product is provided to the requestor. 2. GRS has strict quality control procedures to ensure that our clients receive reports and advice which is reliable. All actuarial valuation reports and studies must have a doer, a checker, a reviewing Actuary, and a Peer Review Actuary-and must have detailed checklists completed. Other services, such has benefit calculations or verifications, also have such procedures. This gives our clients a high level of confidence in the final work product. 3. Recommendations for changes in benefit design, administrative policy, or retirement law may originate a number of ways: ?X We are asked to comment on specific issues that have come up at a meeting of the Board of Trustees or are the result of the City's staff research. u We periodically review the benefit structure to determine if there are any obvious issues that need to be addressed (usually due to changes in federal or state law). • Our recommendations are generally in the form of a letter, although sometimes an in-depth report is appropriate and other times a telephone call is sufficient. 4. Our publications, GRS Insight, News Scan, and various research memoranda, are our primary way of communicating changes in federal or state law or accounting standards which may affect the Plans. These publications can be found at www.gabrielroeder.com. A sample of GRS Insight is provided in Appendix G. 5. We are readily available, by telephone or in person, on very short notice. In the unlikely event that one of your primary consultants is unavailable, the depth of our staff provides that an experienced back-up is always available. GRS 13 Attachment number 1 Page 40 of 81 0 City of Clearwater RFP #21-09: Proposal for Actuarial and Other Services Costs to Provide the Various Services SPECIAL PROJECTS We perform many supplemental valuations, or actuarial impact statements, for our clients. When our clients are considering the financial effects of proposed plan or assumption changes, we prepare a supplemental actuarial valuation report. This report shows the actuarial impact of such changes. Your proposed team members work on at least 50 supplemental valuation reports per year for our Fort Lauderdale office clients. Typical plan changes include: it Raising the benefit multiplier, rt Adding a Deferred Retirement Option Plan (DROP), Changing normal or early retirement eligibility, Providing a COLA, Liberalizing vesting requirements, it Reducing the number of averaging years in average final compensation, and M Providing service buy-backs. Due to the recent severe economic problems, we have been preparing many studies to determine the feasibility of: rX Starting a second tier of lower benefits for new hires; u Covering new hires and/or current employees under the Florida Retirement System; rt Covering new hires and/or current employees under a defined contribution plan; tt Cutting back the future accrual of benefits for current employees; and • Changing actuarial assumptions/methods not reflective of anticipated future experience. FEE STRUCTURE GRS is compensated solely by fees for services performed directly for our clients. We propose separate fee bases for different services: Retainer We propose to perform a specific set of services for a fixed fee each year during this contract. The services covered by the retainer are: M Annual Pension Actuarial Valuation Report, rt Fully compliant OPEB Actuarial Valuation Report, rt One on-site meeting to review the Annual Pension Actuarial Valuation Report, 0 rt Annual Employee Benefit Statements for the Pension Plan, I tern 11 1 3 GRS Attachment number 1 Page 41 of 81 City of Clearwater RFP #21-09: Proposal for Actuarial and Other Services Costs to Provide the Various Services • rt Responses to routine inquiries from the State related to our Pension Report, tX Preparation of information requested by auditors each year, and n Routine calls and correspondence. Program First Year Retainer Fee Employees' Pension Plan $16,000 Other Post-Employment $16,000 Benefits Plan The fees above are charged on a project basis. Fees After the First Year The retainer fee and hourly rates for the Pension work will be increased in the second and subsequent years by the change in the CPI from December of one year to December of the next J year. We often recommend that fully compliant Actuarial Valuations for OPEBs be performed annually, similar to Pensions, because of the many changes that can happen from one year to the next. However, in the interest of keeping professional fees down, many employers have indeed opted for performing fully compliant Actuarial Valuations for OPEBs on a biennial basis. In this case, an abbreviated roll-forward of the previous fully compliant Valuation is prepared for the off-year. We do not disagree with this approach, especially for the first few years of this new Accounting Standard, and especially because the City provided only the implicit subsidy. The fee for the first such roll-forward in the first off-year (following our first fully compliant Actuarial Valuation) will be $4,000. Thereafter, a two-year cycle will be in play. The fees for each subsequent two-year cycle will be increased by the change in the CPI from December of one year to December of the second following year. In the event that "significant changes (as described in Paragraph 12 of GASB Statement No. 45) have occurred, a new or modified Valuation would be required. Fees in such cases would depend on the nature of the changes, but would be agreed upon in advance. The same method of CPI increases would apply to the hourly rates presented for Additional Services below. Additional Services • While the breadth of fixed fee services is quite comprehensive, additional services of a non- recurring nature will be based upon our hourly rates. These rates would apply to any special actuarial analysis services, such as estimating the contributions necessary to fund alternative item ? 11 GRS Attachment number 1 Page 42 of 81 J City of Clearwater RFP #21-09: Proposal for Actuarial and Other Services Costs to Provide the Various Services benefit structures, estimating the costs associated with plan changes, actuarial impact statements, or quarterly DROP accounting, revisions in actuarial calculations or report formats required by changes in state requirements or changes in actuarial or accounting standards, assistance with regulatory compliance matters, plan design consulting, surveys, benchmark comparisons, experience reviews, or other services. We have the practice of assigning components of all projects to the lowest time-rated employee who is still capable of performing the work accurately and efficiently. This keeps our fees down and quality up. In all cases, whenever possible, we will provide fee quotes in advance for any supplemental work requested. Our hourly rates are determined based upon the experience and abilities of our employees. The following are our current hourly rates: Title Rate Range Senior Consultant $316-$420 Consultant $236-$298 Senior Analyst $ 190 - $ 232 Analyst $ 148 - $ 176 ??] Administrative Assistant $ 110 - $ 124 Our hourly rates are competitive in the industry, considering the level of experience and competence on an apples-to-apples basis. Unlike some other firms, our hourly rates include our overhead. We do not load our fees for technical and administrative services. LIMITATION OF LIABILITY If GRS is retained, our contract with the City of Clearwater should include the following terms: 1. Both parties agree to arbitration in the event of a dispute over performance. 2. Both parties agree to a waiver of jury in the event of a trial. 3. GRS liability to client (except for gross negligence or willful misconduct) is less than or equal to $1,000,000. 4. GRS is indemnified by client for third party claims (except for gross negligence or willful misconduct) above $1,000,000. Section V.13.4 of the RFP sets forth a broad indemnification. We cannot agree to indemnify the City and/or Plans for claims and costs "of any kind and nature arising or growing out of or in any way connected with the performance of the contract," nor for claims and costs which arise "due to the mere existence of the Contract between the parties." Itern iRS # 813 Attachment number 1 Page 43 of 81 is APPENDIX A LICENSE TO DO BUSINESS IN THE STATE OF FLORIDA • u Item # 13 Attachment number 1 Page 44 of 81 • i ate, Of Or iDa I certify from the records of this office that GABRIEL, ROEDER, SMITH & COMPANY is a corporation authorized to transact business in the State of Florida, qualified on March 3, 1988. The document number of this corporation is P18229. I further certify that said corporation has paid all fees due this office through December 31, 1989, and its status is active. CR2EO22 Oiben unber nip hanb aub the Great &eat of the state of f'toriba, at Tallahagzee, the Capital, this the 1st bap Of March, 1989. Item # 13 Orpartment of -0tatr Attachment number 1 Page 45 of 81 C7 APPENDIX B FORT LAUDERDALE OFFICE PUBLIC PENSION CLIENTS • 0 Item # 13 Attachment number 1 Page 46 of 81 PARTIAL LIST OF PUBLIC SECTOR ORGANIZATIONS THAT GRS' FORT LAUDERDALE OFFICE PROVIDED PENSION ACTUARIAL AND BENEFIT • CONSULTING SERVICES TO DURING FISCAL YEAR 2008 Plan Years Retained Boynton Beach General Employees Pension Plan 16 Boynton Beach Municipal Firefighters' Pension Trust Fund 27 Boynton Beach Municipal Police Officers Retirement Fund 27 Bradenton Police Officer's Retirement System 12 Cooper City Firefighters Retirement Plan 6 Cooper City General Employees Retirement Plan 26 Cooper City Police Officers Retirement Plan 6 Dania Beach Police and Firefighters Retirement System 27 Dania Beach Retirement Plan for General Employees 24 Delray Beach General Employees Retirement Plan 16 Eustis Police Officers Retirement System 19 Ft. Lauderdale General Employees Retirement System 13 Fort Meade Employees Pension 6 Ft. Pierce Police Officers' Retirement System 46 • Greater Orlando Aviation Authority Retirement Plan 6 Hallandale Beach Police and Fire Personnel Retirement Plan 2 Hialeah Gardens Police Pension Trust Fund 12 Homestead Firefighters Retirement System 9 Key Biscayne Police & Firefighters Retirement Plan 7 Kissimmee Firefighters Pension Plan 4 Kissimmee General Employees' Pension Plan 6 Lake Worth Firefighters Retirement System 39 Lake Worth General Employees Retirement System 39 Lake Worth Police Officers Retirement System 39 Lantana Police Officers Retirement System 19 Largo Police Officers & Firefighters Retirement System 13 Lauderdale-by-the-Sea Volunteer Firefighters Retirement System 14 Maitland Police & Firefighters Retirement System 19 Marco Island Firefighters Pension Plan 9 Miami Beach Employees Retirement System 12 Miami Shores General Employees Pension Plan 19 Miami Shores Police Officers Pension Plan 5 Item # 13 Attachment number 1 Page 47 of 81 0 • E PARTIAL LIST OF PUBLIC SECTOR ORGANIZATIONS THAT GRS' FORT LAUDERDALE OFFICE PROVIDED PENSION ACTUARIAL AND BENEFIT CONSULTING SERVICES TO DURING FISCAL YEAR 2008 Miami Springs General Employees Retirement System 22 Miami Springs Police and Firefighters Retirement System 29 Miramar General Employees Retirement System 24 Miramar Management Retirement Plan 4 Mount Dora Firefighters' Pension and Retirement Fund 19 Mount Dora General Employees Pension Plan 5 Mount Dora Police Officers' Retirement Fund 19 North Miami Clair T. Singerman Employees Retirement System 19 North Miami Police Pension Plan 19 North Palm Beach General Retirement Fund 14 Orlando Utilities Commission Pension Plan 12 Palmetto General Employees Retirement Plan 10 Palmetto Police Officers' Retirement Plan 10 Palm Beach Gardens Municipal Police Officers' Retirement Trust Fund 12 Plantation Firefighters Retirement System 23 Plantation General Employees Retirement Fund 35 Plantation Police Officers Retirement System 35 Pompano Beach Police & Firefighters' Retirement System 32 Riviera Beach General Employees Retirement System 31 Riviera Beach Municipal Firefighters' Pension Trust Fund 29 St. Lucie County Fire Control District Firefighters Pension Trust Fund 14 St. Lucie County General Employees Fire District Retirement Plan 2 Sarasota General Employees' Pension Plan 14 Sarasota Police Officers Retirement System 14 Sebring Police Officers Relief and Pension Fund 30 Sunrise Police Officers' Retirement Plan 19 Sweetwater Police Retirement Plan 19 Tequesta General Employees Pension Trust Fund 5 Tequesta Public Safety Employees Pension Trust Fund 9 Vero Beach Firefighters Relief and Pension Fund 24 Vero Beach Police Officers Retirement Plan 2 West Melbourne Police Officers Retirement Plan 9 Item # 13 Attachment number 1 Page 48 of 81 • APPENDIX C FORT LAUDERDALE OFFICE OPEB CLIENTS 0 • Item # 13 Attachment number 1 Page 49 of 81 FLORIDA GASB 45 OPEB CLIENT LIST 1 City of Atlantic Beach 48 Marion County Public Schools 2 Atlantic Beach Police Department 49 Martin County 3 Bal Harbour Village 50 Martin County School District 4 Boynton Beach Fire and Rescue 51 Martin County Sheriff's Office 5 City of Bradenton 52 City of Miami 6 Brevard County School Board 53 Miami Dade College 7 Broward Community College 54 City of Miami Gardens 8 Broward County 55 Miami Shores Village 9 Broward County Professional Firefighters and Paramedics 56 City of Miami Springs 10 Broward County Public Schools 57 Miami-Dade County Public Schools 11 Broward County Sheriffs Office 58 City of Miramar 12 Calhoun County School District 59 Nassau County 13 City of Cape Coral 60 Nassau County School District 14 Charlotte County & Sheriffs Office 61 City of Ocala 15 Charlotte County Schools 62 Okaloosa County Sheriffs Office 16 Charlotte County Firefighters 63 Okeechobee County School District 17 Citrus County School District 64 Orange County Library System 18 City of Deerfield Beach 65 Orange County Public Schools 19 City of Delray Beach 66 City of Orlando 20 City of Delray Beach Fire-Rescue Department 67 Orlando Utilities Commission 21 Desoto County School District 68 Osceola County 22 Florida Keys Aqueduct Authority 69 City of Palm Bay 23 City of Fort Meade 70 Palm Beach County Fire Rescue • 24 City of Fort Pierce 71 Panhandle Area Educational Consortium 25 Fort Pierce Utilities Authority 72 Parrish Medical Center 26 Franklin County Schools 73 Pasco County 27 Gadsden County School District 74 Pasco County School District 28 Gulf County School District 75 City of Plant City 29 Hendry County School District 76 City of Plantation 30 Highlands County Schools 77 Polk County School District 31 Indian River County 78 Pompano Beach Firefighters Local 1549 VEBA 32 Jackson County School District 79 City of Sarasota 33 City of Jacksonville Beach 80 Sarasota County Fire Department 34 Jefferson County School District 81 Seacoast Utility Authority 35 Key West Utility Board 82 Seminole County 36 City of Kissimmee 83 South Florida Water Management District 37 Lake County Board of County Commissioners 84 St. Johns County 38 Lake County Schools 85 St. Johns County School District 39 Lake County Sheriff's Office 86 St. Lucie County Fire District 40 City of Lake Worth 87 St. Lucie County Sheriff s Office 41 Lee County School District 88 Sumter County 42 Lee County Sheriffs Office 89 Sumter County District Schools 43 Leon County Schools 90 Suwannee County District Schools 44 Liberty County School District 91 Taylor County School District 45 Madison County School District 92 U.S. Virgin Islands Water and Power Authority 46 Manatee County School District 93 Volusia County Clerk of Circuit Court 47 Marion County 94 VISIT FLORIDA Item # 13 Attachment number 1 Page 50 of 81 FLORIDA GASB 45 OPEB CLIENT LIST . 95 Wakula County District Schools 96 Walton County School District 97 Washington County School District 98 Village of Wellington 99 City of West Palm Beach 100 West Palm Beach Fire Rescue 101 West Palm Beach Police Officers' Retiree Health Trust 102 City of Winter Garden NOTE: A total of 25 GASB 45 OPEB Engagements for Florida Cities are highlighted above in blue. r L-A C] Item # 13 Attachment number 1 Page 51 of 81 • APPENDIX D SAMPLE PENSION ACTUARIAL VALUATION REPORT 0 0 Item # 13 Attachment number 1 Page 52 of 81 • ??C Gabriel Roeder Smith & Company J Consultants & Actuaries SAMPLE GENERAL EMPLOYEES' PENSION FIJND ACTUARIAL VALUATION REPORT MM/DD/YY E Item # 13 Attachment number 1 Page 53 of 81 Gabriel Roeder Smith & Company One Towne Square 248.799.9000 phone GRS Consultants & Actuaries Suite 800 248.799.9020 fax Southfield, I4]I 48076-3723 www.gabrielroedencom Date The Pension Committee Sample General Employees' Pension Fund City, State, Zip Code Submitted in this report are the results of an actuarial valuation of the funded status and contribution requirements associated with benefits provided by the City of Sample General Employees' Pension Fund. The date of the valuation was MM/DD/YY. Actuarial valuation highlights and our Statement by Enrolled Actuary immediately follow this cover letter. Valuation results are contained in Section B. The valuation was based upon information, furnished by the City, concerning Pension Fund benefits, financial transactions, and individual members, terminated members, retired members and beneficiaries. Data was checked for reasonableness and missing information but was not otherwise audited. This information is summarized in Section C. A description of the actuarial valuation process, actuarial assumptions, and definitions of technical terms are contained in Section D. Governmental Accounting Standards Board Statements No. 25 and No. 27 information is contained in Section E. To the best of our knowledge, this report is complete and accurate and was made in accordance with actuarial methods recognized by the Actuarial Standards Board of the American Academy of Actuaries. The actuarial assumptions used for the valuation produce results which, individually and in the aggregate, are reasonable. The undersigned are members of the American Academy of Actuaries and meet the Qualification Standards of the American Academy of Actuaries to render the actuarial opinion contained herein. Respectfully submitted, Lead Actuary • XX:XX Supporting Actuary Item # 13 Attachment number 1 Page 54 of 81 • OUTLINE OF CONTENTS REPORT OF MM/DD/YY ACTUARIAL VALUATION Pages A-1 A-1/2 A-3 A-4 A-5 A-6 A-7/8 B-1/2 B-3/4 B-5 • B-6 B-7 B-8 Items Valuation Highlights and Statement by Enrolled Actuary Funding Objective Funding Progress Indicators Contribution Requirement Historical Comparisons Funding Obligations and Sources of Funding Expected Development of Present Active Population Comments, Conclusion, and Statement by Enrolled Actuary Detailed Valuation Results Contribution Requirement Funding Progress Indicators Experience Gain (Loss) Contribution History Actuarial Balance Sheet Actuarial Present Value of Future Benefit Payments and Compensation Benefit Provisions and Data C-1/4 Benefit Provisions C-5 Financial Data C-6 Actuarial Value of Assets C-7/16 Participant Data Actuarial Cost Method, Assumptions and Definitions of Technical Terms D-1 Actuarial Cost Method D-2/8 Assumptions D-9/10 Definitions E-1/5 Certain Disclosures Required by GASB Statements No. 25 and No. 27 E City of Sample General Employees' Pension Fund Item # 13 Attachment number 1 Page 55 of 81 0 SECTION A VALUATION HIGHLIGHTS AND STATEMENT BY ENROLLED ACTUARY is --- ---- I E Item # 13 Attachment number 1 Page 56 of 81 • ACTUARIAL VALUATION HIGHLIGHTS MM/DD/YY FUNDING OBJECTIVE The funding objective of the Pension Fund is to establish and receive contributions which, expressed as percents of active member payroll, will remain approximately level from generation to generation of Sample citizens. The annual actuarial valuation measures the relationship between Pension Fund obligations and assets and determines the contribution rate for the ensuing year. VALUATION RESULTS - FUNDING PROGRESS INDICATORS With the Fund closed to new hires, costs have been computed using the aggregate cost method. The design of the aggregate cost method is to target that all benefits are fully funded when the plan has no active members. Percent of pay contributions will become increasingly sensitive to gains and losses as the covered payroll decreases. Under the aggregate cost method, the present value of future benefits (PVFB) is reduced by the actuarial value of assets and the present value of future member contributions. The remainder is financed by City contributions as a level percent of future payroll. The method does not generate an actuarial accrued liability. The percentage of PVFB funded by the • actuarial value of assets is shown below. Funded Ratio of Present Value of Future Benefits 100% 90% 80% 70% 60% 50% 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 Actuarial Value of Assets/Present Value of Future Benefits Funded ratios are located on page E-3. • City of Sample General Employees' Pension Fund A-1 Item # 13 Attachment number 1 Page 57 of 81 • VALUATION RESULTS - FUNDING PROGRESS INDICATORS The overall activities of the members during the year increased the obligations of the Fund about as projected by the long-term funding assumptions, even though certain individual assumptions deviated from expected. 27 retirements versus 22 expected (includes 4 DC transfers eligible to retire). 5 terminations of members versus 11 expected (Includes 0 DC transfer not eligible to retire). 7.1 % increase in salary versus 4.3% expected. 10.5% actuarial value rate of return versus 8.0% expected. The market rate of return, net of investment expenses, on assets was 13.8% versus an 8.0% long-term assumption. The asset valuation method recognizes a portion of this year's gain and combines it with portions of smaller gains that occurred from YYYY - YYYY. The result is a $4.1M recognized investment gain for the year. Note that for funding purposes, asset values and rates of return are smoothed over a 4-year period. Please refer to our comment on page C-7. The net result of the participant and fiscal activities was slightly favorable, generating a $0.81 million • net experience gain, which represents 0.4% of the present value of future benefits at the beginning of the year. Experience Gains and Losses (Amounts in Millions) (15) (13) (11) (9) (7) (5) (3) (1) 1 3 5 7 9 11 13 15 17 19 21 23 25 Losses Gains • Derivation of the current and prior year's experience gain/(loss) is located on page B-5. City of Sample General Employees' Pension Fund A-2 Item # 13 Attachment number 1 Page 58 of 81 0 VALUATION RESULTS - CONTRIBUTION REQUIREMENT The contribution requirements for the YYYY-YYYY fiscal year are: 4.88% of pay by active members and; 20.31% of active member covered payroll by the City. The City contribution rate for the YYYY-YYYY fiscal year was 21.74% of payroll. The YYYY- YYYY fiscal year City contribution requirement reflects a 1.43% decrease in the percent of payroll contribution from the prior year. Contribution Rates 30.0% 25.0% 20.0% 15.0% 10.0% 5.0% 0.0% -- ----: 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 Member % City % Total Comparative contribution information is located on page B-6. Composition of the current City contribution rate is located on page B-1. • City of Sample General Employees' Pension Fund A-3 Item # 13 Attachment number 1 Page 59 of 81 is HISTORICAL COMPARISONS Retirement and Terminations .7 1,600 1,400 1,200 1,000 800 600 400 200 0 ........ -..- -- -- Previous Year Last 5 Years Last 10 Years 13 Expected Retirements • Actual Retirements ® Expected Terminations ® Actual Terminations DC transfers are included in the chart above as Retirements or Terminations as appropriate. Pension Payments and Total Contributions (In Millions of Dollars) $15 $10 $0 $5 w 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 • Annual Pensions - - - Contribution Dollars City of Sample General Employees' Pension Fund A-4 Item # 13 Attachment number 1 Page 60 of 81 G FUND OBLIGATIONS AND SOURCES OF FUNDING MM/DD/YY Present Resources and Expected Future Resources ($209 Million) • Present Assets 86% Future Employer Contributions 11% Future Member Contributions 3% Actuarial Present Value of Expected Future Benefit Payments and Reserves ($209 Million) To Retired I? U To Present Ac Members 48% The actuarial balance sheet is located on page B-7. City of Sample General Employees' Pension Fund Members and Beneficiaries 49% 10 v estect Terminated Members 3% A-5 Item # 13 Attachment number 1 Page 61 of 81 EXPECTED DEVELOPMENT OF PRESENT ACTIVE POPULATION MM/DD/YY Closed Active Group Population Projection 450 400 350 300 250 200 150 100 50 0 L10 Closed Group Population The charts show the expected future development of the present population in simplified terms. The pension fund presently covers 389 active members. About 84% of the present population is expected to receive monthly retirement benefits by retiring directly from active service. The remaining 16% of the present population is expected to become eligible for vested terminated, refunds, disability, or death-in-service benefits. Within 7 years, over half of the covered membership is expected to exit the Fund. Expected Terminations from Active Employment For Current Active Members • City of Sample General Employees' Pension Fund A-6 Item # 13 2007 2012 2017 2022 2027 2032 2037 2042 2047 2052 Attachment number 1 Page 62 of 81 0 COMMENTS Plan Experience The activities of the Pension Fund and its members generated an experience gain of $0.81 million on an aggregate basis during the plan year ended MM/DD/YY. The market value rate of return on plan assets this year was 13.8%, and with the scheduled effect of prior years' gains, we have recognized an investment gain for the year. This means that asset returns on the funding value basis used for the valuation were greater than anticipated for the year, 10.5% versus 8.0%. The gain results in a lower percent of payroll contribution. Please refer to pages C-5, C-7, C-8, C-14, D-4, D-5, and D-6 for additional experience information. Plan Amendments None. Changes in Actuarial Cost Method None. The Governmental Accounting Standards Board has released Statement No. 50 providing that plans using the Aggregate Cost Method are to report funding progress on both an Aggregate basis and an Entry Age Normal basis. This report already contains a schedule of funding progress based on an Entry Age Normal basis on the bottom of page E-3. Changes in Assumptions 0 None. The next experience review of the Pension Fund will be based on the five-year period ending MM/DD/YY. Looking Ahead Currently the actuarial value of assets, which is used to determine the funded status and contribution rates for the plan, is less than the market value of assets by 4.7%, or $8.8 million (see C-7). This is a favorable situation and an improvement over last year. It means that there are gains to be recognized in the YYYY report. Those gains will put downward pressure of about 1% of payroll on the contribution requirements in the absence of offsetting losses. The second component of determining the funded status and contribution rates is the use of the aggregate cost method. This method results in contributions being made during the expected future working lifetime of the active members. This method will become more volatile as the active membership declines and the funding horizon will decrease from about 8 years as of this valuation to 1 year. The Pension Committee may wish to consider a minimum funding horizon of 3 to 5 years to reduce volatility. City of Sample General Employees' Pension Fund A-7 Item # 13 Attachment number 1 Page 63 of 81 0 CONCLUSION Pension Fund contribution rates are expected to fluctuate from year to year as experience emerges and economic conditions change. The expectation inherent in the funding of a pension fund is that year to year fluctuations will tend to cancel over periods of 5 to 10 years and result in stable conditions over these periods. Over time, the funded ratio of a pension fund is expected to converge to 100%, but the basic trend may be interrupted by events such as benefit increases or changes in actuarial cost methods and assumptions. Fund experience has been in line with this expectation. Since the implementation of the aggregate actuarial cost method in YYYY, the funded status has increased from 65.3% to 86.2%. STATEMENT BY ENROLLED ACTUARY This actuarial valuation and/or cost determination was prepared and completed by me or under my direct supervision, and I acknowledge responsibility for the results. To the best of my knowledge, the results are complete and accurate, and in my opinion, the techniques and assumption used are reasonable and meet the requirements and intent of Part VII, Chapter 112, of the Florida Statutes. There is no benefit or expense to be provided by the plan and/or paid from the plan's assets for which liabilities or current costs have not been established or otherwise taken into account in the valuation. All known events or trends which may require a material increase in plan costs or required contribution rates have been taken into account in the valuation. Lead Actuary Date C City of Sample General Employees' Pension Fund A-8 Item # 13 Attachment number 1 Page 64 of 81 :7 :7 is SECTION B DETAILED VALUATION RESULTS Item # 13 Attachment number 1 Page 65 of 81 • CONTRIBUTIONS TO FINANCE BENEFITS OF THE PENSION FUND FOR THE PLAN YEAR BEGINNING OCTOBER 1 TO BE CONTRIBUTED DURING THE FISCAL YEAR COINCIDENT WITH THE PLAN YEAR Contributions for Development of Normal Cost Contributions Expressed as Percents of Active Member Covered Payroll 2007 2006 a) Present value of future benefit payments $ 208,685,974 $ 200,891,208 b) Actuarial value of assets (179,926,736) (168,447,554) c) Unfunded present value of future benefit payments 28,759,238 32,443,654 d) Present value of future compensation 116,646,935 123,856,922 e) Normal cost: (c - d) 24.65% 26.19% Ad i i i n m strat ve Expenses 0.54% 0.43% Total Normal Cost 25.19% 26.62% Member portion 4.88% 4.88% City portion 20.31% 21.74% FS 112.64 requires City contributions to be deposited not less frequently than quarterly. Member contributions, which are in addition to the City contributions, must be deposited not less frequently than monthly. Procedures for determining dollar contribution amounts are shown on page B-2. Comparative contribution amounts for prior fiscal years are shown on page B-6. • City of Sample General Employees' Pension Fund B-1 Item # 13 Attachment number 1 Page 66 of 81 0 DETERMINING DOLLAR CONTRIBUTIONS For any period of time, the percent-of-payroll contribution rate needs to be converted to dollar amounts. We recommend one of the following procedures. Procedure 1. Contribute dollar amounts at the end of each payroll period that are equal to the City's percent-of-payroll contribution requirement multiplied by the active member covered payroll for the period. Adjustments should be made as necessary to exclude items of pay that are not compensation for Pension Fund benefits and to include non-payroll amounts that are compensation for Pension Fund benefits. Procedure 2. Contribute the annual amounts of $3,894,616 for City normal cost and administrative expenses during the fiscal year beginning MM/DD/YY on at least a quarterly schedule to comply with FS 112.64. The above dollar amount is based on base salary for the next year and is assumed to be contributed, on average, halfway through the fiscal year. For example, if a monthly schedule is followed, the average city contribution would be $324,551. If contributions are made on a later 0 schedule, interest should be added at the rate of 0.64% (0.0064) for each month of delay. .'7 City of Sample General Employees' Pension Fund B-2 Item # 13 Attachment number 1 Page 67 of 81 (9 FUNDING PROGRESS INDICATORS There is no single all-encompassing indicator that measures a pension fund's funding progress and current funded status. Three reliable indicators of funding progress and funded status are described below and shown on page B-4. Indicator (1) The actuarial present value of gains or losses realized in the operation of the Pension Fund - an experience indicator. Gains and losses are expected to cancel each other over a period of years (in the absence of double-digit inflation) and sizable year to year fluctuations are common. Further details on the derivation of the gain (loss) are shown on page B-5. Indicator (2) The ratio of the actuarial value of assets to the present value of future benefits - a funding level indicator. The ratio is expected to converge to 100% as the active membership in the plan is eliminated, but the basic trend may be interrupted by certain events such as benefit improvements, changes in actuarial cost methods or changes in actuarial assumptions. The black line on page B-4 denotes where the change to the aggregate actuarial cost method in YYYY resulted in a decrease in the funded status of the fund. Information concerning the fund ratio both before and after this change in method are provided to allow the reader to draw more appropriate conclusions concerning the funded status trend of the plan. Indicator (3) The ratio of the unfunded present value of future benefits to active member payroll - an inflation adjusted indicator. In a soundly financed pension fund, the amount of the unfunded present value of future benefits will be controlled and prevented from increasing in the absence of benefit improvements. However, in an inflationary environment it is seldom practical to impose this control on dollar amounts which are depreciating in value. The ratio is a relative index of condition where inflation is present in both items. The ratio is expected to decrease over time but the basic trend may be interrupted by certain events such as benefit improvements, changes in actuarial cost methods or changes in actuarial assumptions. 0 City of Sample General Employees' Pension Fund B-3 Item # 13 • w 0 O V oz 0 a ?z l? [ I ICI COI H W V I?1 F+1 w C O ? L R a a M L ? L ... ? O O ^O pa C w C p„ s C R C a w L CC r C w O y _, ?Q r.+ ? L v? O ? y L ? u R vi O O u L O R "O C d .O CC M A ? C ? 0 ? GL R 0 rA 0 ?O kn O ch ?,O O Q1 In d ?,O O da) ?o ' M M --O N O \?o .M- = r C? - ,Y t 'I I? M kn 00 O M M Cl; Cl; ? In kn kn M N o0 r- N O N M 'It N N N N O N O O ?? 69 0 M 00 l- O 00 w r- t? ? ? o0 00 0o a, a, rn ? C? ?O M O ?O O? N ? ? 00 ^? N N 69 DO M O --? 01 ?O 'ct M MM 0?0 O M Vim') 000 = W 69 0?0 N O 7- N O O M ^ m cl -- N M ? V1 ?,O l- 00 C1 (0, ON C) C? C\ C., O D1 ? ? C1 (2? ON C1 rr l? M N N M to N 00 V M M M N O? O v1 N DD O kl) ?D Vl d 00 l? N ?.o m M M ?t 00 M [? O O N 00 w \O M \,O V1 V) ?O 4 N O O C? O? d' M N N N N N N N Q\ V7 M O \C N l ?O O 00 M M? N M N 00 C? ?D ? N M M M M M M N M V'I 00 M `t ? N V) N a1 N Vl N O 00 N N M M M w o0 00 w 00 00 00 00 00 00 00 0000 ? N N d0 N 0000 0000 z O O _O ? ? N d' ?O ?D O o0 00N N N ?t 00 O? a1 a1 a\ N C? O GN N O C? 00 l? N N kn m M 00 a0 N d' M 00 00 00 ? Q1 M C1 V1 r- 00 C1 M M 00 C\. 00 l? \1D in W) k n V) 110 ?o ?o r- V7 01 ? .Nr •-.• C? 00 O O lO V1 : 00 00 M O ?o N O N O Chi G, D\ 0 0 0 0 0 0 0 0 0 Q1 0 0 0 0 0 0 0 0 0 o ? d U U CS CI .i co v ? O o '? N d d `O U U CS O r s o 3 V y o C5 w o r? ? o0 U U O w ? S O Q ? 3 ? m ? o w _ o o ° N i ? a 5 C o c U Ci ? Q O t^. ? +U. N Oy -??"' O q O O o W r ? q b4 y ? ? U r w to --z L1 Si 'd0 v W Attachment number 1 Page 69 of 81 • • DERIVATION AND SOURCES OF EXPERIENCE GAIN (LOSS) Derivation of Experience Gain (Loss) (1) UPVFB* at start of year (2) Employer and Employee contributions (3) Interest accrual (4) Expected UPVFB before changes: (1) - (2) + (3) (5) Change from amendments (6) Change from revised actuarial assumptions (7) Expected UPVFB after changes: (4) + (5) + (6) (8) Actual UPVFB at end of year (9) Gain (loss): (7) - (8) (10) Gain (loss) as percent of present value of future benefit at start of year Sources of Experience Gain (Loss) Age and service retirements Disability retirements Death-in-service benefits Terminations from employment Pay increases COLA adjustment Investment return Death after retirement Total Other Gain (Loss) Year Ended September 30, 2007 2006 $ 32,443,654 $33,016,655 5,255,203 5,125,464 2,385,284 2,436,314 29,573,735 0 0 29,573,735 28,759,238 814,497 0.4% 30,327,505 0 0 30,327,505 32,443,654 (2,116,149) (1.08)% (349,228) (23,932) (48,352) (506,837) (2,431,424) 59,208 4,056,494 136,560 892,489 (77,992) $814,497 (9,954) N/A 30,064 128,828 (134,781) 0 (1,257,304) (273,289) (1,516,436) (599,713) $(2,116,149) * Unfunded Present Value of Future Benefits. This is the present value of future benefits less the actuarial value of assets. • City of Sample General Employees' Pension Fund B-5 Item # 13 Attachment number 1 Page 70 of 81 CITY CONTRIBUTIONS: HISTORICAL COMPARISON ($ AMOUNTS IN MILLIONS) Valuation Applicable Computed % of Date Fiscal Active Member Dollar Contribution September 30 Year Covered Payroll Projected Actual 1991 91-92 10.51 % $5.15 $5.15 1992 92-93 10.70 5.84 5.84 1993 93-94 10.72 6.15 6.15 1994 94-95 10.57 6.37 6.37 1995 (a) 95-96 11.48 7.07 7.07 1996 (a) 96-97 12.21 7.75 7.75 1997 97-98 10.97 7.10 7.10 1998 (a)# 98-99 11.27 7.44 7.44 1999 99-00 10.14 4.75 4.75 2000 00-01 7.71 2.73 2.73 2001 01-02 8.63 2.22 2.22 2002 02-03 11.09 2.88 2.88 2003 03-04 13.06 3.12 3.12 2004 (a) 04-05 15.42 3.42 3.42 2005 (a) 05-06 19.72 4.12 4.12 2006 06-07 21.74 4.27 4.27 2007 07-08 20.31 3.90 (b) Before changes in benefit provisions and/or actuarial assumptions and/or actuarial cost methods. (a) After changes described in (b). # Includes the change to the aggregate actuarial cost method. • City of Sample General Employees' Pension Fund B-6 Item # 13 Attachment number 1 Page 71 of 81 0 ACTUARIAL BALANCE SHEET Present Resources and Expected Future Resources at MM/DD, 2007 2006 A. Actuarial value of assets 1. Net assets from plan financial statements (market value) $188,715,384 $171,241,019 2. Actuarial value adjustment (8,788,648) (2,793,465) 3. Actuarial value of assets 179,926,736 168,447,554 B. Actuarial present value of expected future Employer contributions 23,066,869 26,399,436 C. Actuarial present value of expected future member contributions 5,692,370 6,044,218 D. Total Present and Expected Future Resources $208,685,974 $200,891,208 Actuarial Present Value of Expected Future Benefit Payments and Reserves A. To retired members and beneficiaries B. To vested terminated members C. To present active members $102,952,924 $ 94,213,477 7,035,609 7,337,329 98,697,441 99,340,402 D. Total Actuarial Present Value of Expected Future Benefit Payments $208,685,974 $200,891,208 s City of Sample General Employees' Pension Fund B_7 Item # 13 Attachment number 1 Page 72 of 81 • ACTUARIAL PRESENT VALUE OF FUTURE BENEFIT PAYMENTS AND COMPENSATION September 30, Actuarial Present Value of Future Benefit Payments 2007 2006 For present active members Service pensions $ 90,518,179 $ 90,553,190 Pre-retirement survivor pensions 2,171,754 2,172,266 Termination benefits Deferred service pensions 5,911,540 6,516,317 Refunds of member contributions 95,968 98,629 Total 98,697,441 99,340,402 For vested terminated members • Regular 6,149,755 6,285,175 LTD 885,854 1,052,154 Total 7,035,609 7,337,329 For pension recipients Service retirees 98,552,127 90,004,252 Disabled retirees 293,807 301,354 Beneficiaries 4,106,990 3,907,871 Total 102,952,924 94,213,477 Total actuarial present value of future benefit payments $208,685,974 $200,891,208 Actuarial present value of future compensation $116,646,935 $123,856,922 • City of Sample General Employees' Pension Fund B-8 Item # 13 Attachment number 1 Page 73 of 81 • SECTION C SUMMARY OF BENEFIT PROVISIONS AND VALUATION DATA SUBMITTED BY PENSION FUND • 0 Item # 13 Attachment number 1 Page 74 of 81 SUMMARY OF BENEFIT PROVISIONS CONSIDERED FOR ACTUARIAL VALUATION (MM/DD/YY) Participation All persons regularly employed by the City, for more than 20 hours a week and more than 5 months a year except: i) Police Officers ii) Firefighters iii) Employees of the Sample Utilities Commission iv) Employees of the Greater Sample Aviation Authority This plan closed to new hires effective MM/DD/YY. Final Average Earnings One-third (1/3) of the member's basic salary or wages for the 3 highest years during the last 10 years of credited service. Lump sum payments for unused accumulated leave time paid at termination/retirement are excluded for pension purposes. Service (Normal) Retirement Eligibility. Members are eligible to retire with 25 or more years of service or at age 65 or older with 5 or more years of credited service. Pension Amount. Two and one-half percent (2.5%) of final average earnings multiplied by credited service, to a maximum pension of 75% of final average earnings. The normal form of pension is payable for life. Optional forms are available on an actuarial equivalent basis. Service (Early) Retirement Eligibility. Age 55 or older with 10 or more years of credited service. Pension Amount. Two and one-half percent (2.5%) of final average earnings multiplied by credited service, to a maximum pension of 75% of final average earnings, reduced by 1/6 of 1% of the preceding amount for each month retirement precedes age 65. City of Sample General Employees' Pension Fund C-1 Item # 13 Attachment number 1 Page 75 of 81 • SUMMARY OF BENEFIT PROVISIONS CONSIDERED FOR ACTUARIAL VALUATION (MM/DD/YY) Vested Termination of Employment Eligibility. Termination of employment with 5 or more years of credited service (2 or more years if an elected or appointed official prior to MM/DD/YY). Pension Amount. Computed in same manner as a normal or early service retirement pension, based on pension fund benefit provisions, final average earnings and credited service at time of termination. Forfeiture. Terminated member may request refund of employee contributions with interest and forfeit entitlement to the deferred pension. Disability Retirement Benefits are funded and provided through a self-insured long-term disability plan. Vested termination of employment benefits are available to qualifying individuals. U Post-Retirement Survivor Benefits Any excess of member contributions, with interest to date of retirement, over aggregate amount of pension paid is paid to beneficiary in a lump sum. Other optional forms of payment are available on an actuarial equivalent basis. Pre Retirement Survivor Benefits Eligibility Condition 1. Death after attaining age 40 with 10 or more years of credited service prior to termination of employment. Eligibility Condition 2. Death after attaining 25 or more years of credited service prior to termination of employment. Pension Amount under Condition 1. Fifty percent (50%) of the deceased member's actuarially reduced accrued normal service retirement pension will be paid to the surviving spouse if the marriage was of at least l year's duration at time of death. • City of Sample General Employees' Pension Fund C-2 Item # 13 Attachment number 1 Page 76 of 81 • SUMMARY OF BENEFIT PROVISIONS CONSIDERED FOR ACTUARIAL VALUATION (MM/DD/YY) Pension Amount under Condition 2. One Hundred Percent (100%) of the deceased member's actuarially reduced accrued normal service retirement pension will be paid to the surviving spouse. Conversion to the DC Retirement Plan. In the event of the death of a member with 10 or more years of service, as of MM/DD/YY, or of a member who was hired before MM/DD/YY and died prior to MM/DD/YY, the present value of his accrued benefit in the DB Plan may be transferred to the DC Plan by the member's designated beneficiary, or executor or administrator of the member's estate, provided such election is made within 6 months of the date of death. Cost-of-Living Adjustment (COLA) The monthly amount of pension shall be increased annually by 2% of the monthly amount paid during the prior year. Increases occur on the anniversary of the member's pension commencement date. Increases begin at the later of: (a) one full year of retirement; or (b) the earlier of (1) the attainment of age 64 or (2) the completion of 4 full years of retirement. Such cost-of-living adjustments shall apply in like manner to benefits payable to surviving spouses and to surviving pension beneficiaries. Cost-of-living adjustments are payable to employees that retired on or after MM/DD/YY. Terminated vested members are not eligible for the COLA. 0 City of Sample General Employees' Pension Fund Item W13 Attachment number 1 Page 77 of 81 . SUMMARY OF BENEFIT PROVISIONS CONSIDERED FOR ACTUARIAL VALUATION (MM/DD/YY) Transfers To Defined Contribution Plan Effective MM/DD/YY, members may elect to transfer to the DC Retirement Plan with the present value of their accrued benefit as of the date of transfer. Transferred participants revoke their rights to benefits under this plan. The window for transferring is unlimited except for members with less than 10 years of service as of MM/DD/YY, who may only elect to transfer prior to MM/DD/YY. In all cases, the amount of the transfer is calculated using actuarial equivalence factors which are cost neutral to the Fund. Member Contributions Member contributions: 4.88%. City Contributions Amounts determined actuarially in accordance with Chapter 112, Florida Statutes. • Changes Since Prior Valuation None. • City of Sample General Employees' Pension Fund C-4 Item # 13 Attachment number 1 Page 78 of 81 • ACCOUNTING INFORMATION SUBMITTED FOR VALUATION Statements of Change in Plan Net Assets Year Ended September 30, 2007 2006 Additions: a. City Contributions $ 4,273,029 $ 4,123,327 b. Member Contributions: Basic 977,702 999,254 Buybacks 4,472 2,883 c. Total Contributions 5,255,203 5,125,464 Investment Income d. Interest and Dividends 4,626,542 4,178,971 e. Net Appreciation in Fair Value of Assets 19,211,736 9,816,658 f. Securities Lending Income 2,367,182 2,305,533 g. Management & Custodian Fees 633,669 812,347 h. Securities Lending Expense 2,277,122 2,188,413 i. Net Investment Income 23,294,669 13,300,402 j. Total Additions 28,549,872 18,425,866 Deductions: k. Benefits: 9,873,008 9,200,113 1. Refunds of Contributions 26,669 80,149 in. Administrative Expenses 96,614 78,820 n. Other Expenses - - o. Total Deductions 9,996,291 9,359,082 Net Increase (Decrease) before Transfers 18,553,581 9,066,784 Transfers to Defined Contribution Plan 1,079,216 2,707,703 Net Increase (Decrease) 17,474,365 6,359,081 Net Assets Held in Trust for Pension Benefits: Beginning of Year (From Preliminary Statements) 171,241,019 164,881,938 Adjustments After Preliminary Statements Submitted - - Beginning of Year (Audited Balance) 171,241,019 164,881,938 End of Year $188,715,384 $171,241,019 Summary of Assets - Market Value 2007 2006 Cash & Equivalents Due to Other Funds Fixed Income Global Equity Real Estate Miscellaneous Preliminary Net Assets Adjustments After Preliminary Statements Submitted Net Assets 0 *Includes internal holding account, accounts receivable and accounts payable. $ 303,392 $ 107,004 - (224,701) 45,572,219 45,160,282 27,678,050 24,288,514 102,252,504 86,126,991 12,721,356 15,552,396 187,863 230,533 $188,715,384 $171,241,019 $188,715,384 $171,241,019 City of Sample General Employees' Pension Fund C-5 Item # 13 CJ W O I? w z 0 F"'1 W Q O N O O N O O N O 0 N OI O N O ^tt 00 '/') N M 00 01 O O •-'? M N O O \O O ? M ^ N t? 'n ? \O C` r ?t l l? O O? ?D M o0 00 O ?O l? ' O? N C` ? ? C` r` K1 ? O 00 \ \p l? M \O o 0 M ? 01 ? ? M b et DD M O V1 M DD M ? ? C? 00 69 M \° 'n N N O\ M 'n \O t- 00 O . O M O l, l, N N O1 N 'n o0 'n 'ct 'n O ' d• r- 00 \O Qi M \° N O1 \,o "t t O M " M "t m '-+ M N 'n 00 M 00 ?O l? o \p l? .-: C` O o a ' \O O N --? --? , M M • • °? °\ M M 'n r` Oi \O r` O N o0 N 'n Z c*i N °? D; o0 00 'n ' 'n 't M i N fl, .-+ n . 'n `/ 6S a0 r M O 'n a1 '?t oo vl ? N \° ? ' O N 07 N N \O \O M M oo \p ?D °? o M N M --? \° kni M y 1.0 W N O v m N .m•? ON C, C ? N Eii ~ 'n r- d' 01 ON 00 'n M ? N_ _O M_ 'n O \O N ct It r-' = O a1 r` 00 ? r` \O N M \° N O N N '?'' ? N \D ?t \O O ' 00 O \° 'n O C1 to 'IT M •--' O a1 .-- D1 M m r- o 00 \° \O •? o0 o M °? do \p \o 00 \p \O N 'n t? - -+ 'n O -' cp N N \D r N lp Vl 00 N •? ?••? 0^O ,Nr in rr rr ? ? `? 69 m t- N "t Cl 00 •--? m 00 ?O 00 'n N N "t "t m m O M o0 a1 \D N r` •--? 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N m •• N ri It h O ?? w O Qz Swwwa,wwww wU Q Add ¢aiUA w w CJ x ?'y? ? E. y M Fr ? N N 3 y c0 ?, U U y y ? L tz 3 .? cC cz N rA 4r . a W to Q ? N N N bn cl Ln L o o N ? o -a 3 c 7:$ ., cQ r 4u col En cz 3 . x avi a> 503 U) Cd (W O cC cu o U rA N cz n u co a> a w 0 a> 0 c. W C7 N a 0 U 9 9 • F A W?" A W W pWq U a ? U rQ 5W hl F--1 A W a 'tt r- O O O r- - [- N 00 N N V) O M )n O\ .n 00 O M O? 00 00 O\ --i M_ T O M 01 ?n N N M O a\ ? ? ? N R C to \O ? \D M \O 00 00 N M ?) [ ? --? M a1 Vl r-+ ? N O 00 00 7 N O? O O Or-:, 00 \O 4 06 cr M d W 4 r--? ?6 o? kr \O 00 G rn ?t r! ?n \O [? oo c- 0, O -- O 0, -N M kn W, \c r- Cl, W O -C C - .-, - N N ar 69 O M to kn \O 00 00 r- 0 00 \O 00 00 0\ O N N M It m M It r - .-. .--. .--. - ,-- N N N- - - - - N N N N N N N N V1 N 00 N O\ r- N r- •--O M a1 \O \O \O [? 00 N y M -? d M t \O kn \D _ N 01, 00 00 N Mr- N \O - N C V) 01 01 Do V - -? V) a1 \O O N O O O ri 06 O \, - \O N 4 06 O O N kr kr O \O kr 00 l? \O N O N N 00 M 00 00 (- \c 01 N \O O \0 01 V) \O Vl 00 \O w \O 00 V1 O N N \p N rl M O Q --? •-+ •--? N N N M M r1 4 w) V1 \O [? DO 00 O\ O QfA p O N N 00 0G .-. N O S to N N_ O ? r- 01 -t r- O \O Z \0 a0 O N kn 00 01 O O M r- -t \O 01 00 r- 01 O N M M M ? ? ?t qzt V) kn In kf ) D \O \O \O \O \O \O r n ? r- a1 ao N 't ?? w kn m N a1 M \O r- O O - q?t N R O \G M 01 O N 00 O )n O O \O Q1 O M _ d' kn ?F 'It .-. 3 .O 00 ?(01, 01 V) r- O M ^• M N M .--i ?t O .--r 00 t N C y \O O M- ?h \p )n kr kr N O 4 \D (:r N `. \O 01 V) 00 N 01 \O 'z' to 0\ 01 01 N M "t :t \O M tr) -- 00 M Q Es9 r. N M N N N d l? \O ?n d v) ?n ?n l? a N O \p O M 00 - r- 0 00 r r- 00 Wn M't 01 \O O N N N N M N - M M N N N - I - - - M M 00 kn O v? l? 01 -?t Vl 01 N Cr, \O ? 00 N v? t- oo O\ \D N 01 O O V) kn O\ .--i M r- N 00 00 00 N 00 l- O .O 00 \D 00 N O M O It \O O 01 01, -+ 0\ to N l- \O N O r N kr) \O a, --? \C --? O \O O M O? M Vl r- M S. C )n r- M M l? r- r~ N N 00 O kn 00 O O W) 00 ,1- t'- 01 0\ -IF O ct a1 M O\ M r- M N k) a, - c) -t 01 N M N O O 00 z N N N N. N N N N N M et N N M N N ti M kn N 01 00 00 O O_ --? 00 d N 00 \O \0 ,t a1 M 01 00 R D1 D\ \D 0\ N 01 N 00 \D O .--i M M t- \O 0\ N M \O N 00 .? \0 O 00 M DD r,?M M 00 lp O ci M M N M V1 't \O O V1 00 00 \p r-- vi r- ? \O .? \p r vi N N M O d' N --C \O 00 ; ? 0\ \O 00 \0 00 l? O 01 ? N r-' O ? 00 M 69 N M ? qzT M M M )n \O 00 kn 00 l? lp [? \O r- O\ O W) M to M O C) C71, O 00 O N \O 01 Otr) r- M t? O M d' M M V1 d' M M N vl )n \O v1 V') d' rn cr) M M M M ? M FC \0 r- 00 0\ O N M Nt V") \O t- 00 01 O N M ? kn \O ? 00 00 00 00 00 01 71 01 01 01 01 cr, 01 0\ 01 O O O O O O O O O F 01 0\ 01 a1 Q1 0\ 01 C1 01 0\ 01 0\ 01 O O O O O O O O O R ??+ .-. - ,-. - r-I - - - - ,-- - - - N N N N N N N N N a 00 U co r E a> b 7 w O .N T. N a y O N O E W N N C7 N 0. w 0 U Attachment number 2 Page 1 of 81 AGE AND SERVICE RETIRED MEMBERS All Retired Members New Retired Members During Prior Year Valuation Average Average Date Attained Retirement Annual Retirement Annual September 30 Number Age Age Pension Number Age Service Pension 1993 453 69.1 yrs. 60.7 yrs. $ 7,201 25 61.0 yrs. 19.8 yrs. $13,469 1994 456 69.3 60.6 7,689 27 60.0 18.7 13,352 1995 483 69.2 60.6 8,250 41 61.1 18.7 12,392 1996 502 69.1 60.2 8,736 44 59.6 17.9 13,106 1997 539 68.8 60.1 9,593 56 59.6 19.0 15,599 1998 558 68.8 60.0 9,913 41 59.6 17.8 12,248 1999 583 68.6 59.7 10,498 45 58.5 18.9 16,210 2000 601 69.0 59.8 10,804 38 59.1 19.0 14,988 2001 586 69.5 59.7 11,232 15 58.3 22.9 21,106 2002 589 69.9 59.1 11,531 24 61.5 19.3 12,707 2003 601 70.0 58.8 11,985 32 57.6 18.8 17,557 2004 622 70.2 58.6 12,527 29 57.1 16.9 21,665 2005 626 70.3 58.4 13,257 29 57.3 18.5 22,773 2006 638 70.3 59.2 13,934 33 58.8 20.5 21,503 2007 652 70.3 59.0 14,723 40 55.5 17.9 24,604 • RETIRED MEMBERS AND BENEFICIARIES Historical Comparison Valuation % Incr. in Annual Pensions Date Annual No. of Active as % of Active Average Annual September 30 Pensions Per Retired Member Payroll Pensions 1993 7.7 % 4.4 6.1 % $ 6,863 1994 7.4 4.4 6.3 7,315 1995 13.4 4.1 7.0 7,817 1996 11.8 3.8 7.5 8,172 1997 17.0 3.5 8.7 8,936 1998 7.7 3.2 10.8 9,203 1999 10.7 2.2 13.9 9,776 2000 8.3 1.4 20.0 10,175 2001 2.0 1.0 27.9 10,483 2002 2.9 0.9 27.9 10,700 2003 5.6 0.8 33.8 11,460 2004 7.2 0.7 37.1 11,669 2005 6.3 0.6 40.9 12,330 2006 6.7 0.6 47.7 12,994 2007 15.1 0.5 52.7 13,707 City of Sample General Employees' Pension Fund Item # 13 Attachment number 2 Page 2 of 81 • RETIRED MEMBER AND BENEFICIARY DATA AS OF MM/DD/YY BY TYPE OF BENEFITS BEING PAID Actuarial • • Annual Present Value Type of Benefits Being Paid No. Benefits Average of Pensions Straight Life 10-Year Certain and Life Thereafter 100% Contingent Annuitant 66-2/3% Contingent Annuitant 50% Contingent Annuitant Survivor Beneficiaries Death-in-Service Survivors Total Benefits Being Paid City of Sample General Employees' Pension Fund 430 $5,850,134 $13,605 $ 56,914,126 9 147,988 16,443 1,285,918 83 1,303,956 15,710 16,186,653 39 686,339 17,598 8,080,855 91 1,611,077 17,704 16,378,382 77 452,063 5,871 3,725,648 7 36,867 5,267 381,342 736 $10,088,424 $13,707 $102,952,924 ItemY013 Attachment number 2 Page 3 of 81 • RETIRED MEMBER AND BENEFICIARY DATA AS OF MM/DD/YY BY ATTAINED AGE Attained Annual Age No. Benefits Average Under 20 1 $ 10,430 $10,430 45 - 49 10 346,424 34,642 50 - 54 30 969,976 32,333 55 - 59 67 1,486,988 22,194 60 - 64 99 1,615,253 16,316 65 - 69 134 1,980,281 14,778 70 - 74 142 1,785,065 12,571 75 - 79 121 1,091,512 9,021 80 - 84 72 497,026 6,903 85 - 89 45 263,252 5,850 Over 90 15 52,726 3,515 Totals 736 $10,098,933 $13,721 0 City of Sample General Employees' Pension Fund Item ?# 0.143 Attachment number 2 Page 4 of 81 VESTED TERMINATED MEMBER DATA* AS of MM/DD/YY BY ATTAINED AGE Estimated Attained Annual Age No. Benefits 30 - 34 1 $ 10,520 35 - 39 6 64,973 40 - 44 11 121,082 45 - 49 22 169,024 50 - 54 42 305,341 55 - 59 43 348,337 60 - 64 21 112,925 65 - 69 2 11,955 • Totals 148 $1,144,157 * Includes Regular and LTD Vested Terminated members. • City of Sample General Employees' Pension Fund Item #lb Attachment number 2 Page 5 of 81 9 ACTIVE AND VESTED TERMINATED MEMBERS INCLUDED IN VALUATION Vested Active Valuation Active Term. Member Average Date Members Members Payroll Age Service Pay 9/30/87 1,464 73 $28,532,754 40.5 7.8 $19,490 9/30/88 1,539 79 31,690,527 40.8 7.8 20,592 9/30/89 1,658 73 36,294,629 40.9 7.7 21,891 9/30/90 * 2,110 85 47,295,950 40.1 6.6 22,415 9/30/91 2,119 92 47,668,439 40.7 7.0 22,496 9/30/92 2,205 111 53,128,978 41.0 7.3 24,095 9/30/93 2,206 132 55,889,939 41.5 7.7 25,335 9/30/94 2,213 134 58,718,175 42.2 8.2 26,533 9/30/95 2,197 160 60,103,118 42.4 8.6 27,357 9/30/96 2,201 170 61,939,225 42.9 9.0 28,141 9/30/97 2,121 201 63,131,058 43.3 9.3 29,765 9/30/98 2,068 208 63,457,210 43.8 9.9 30,685 9/30/99 # 1,449 207 46,853,029 44.6 11.0 32,335 • 9/30/00 998 175 35,343,262 45.9 12.0 35,414 9/30/01 665 159 25,777,150 47.4 13.9 38,763 9/30/02 619 172 26,065,429 48.1 14.8 42,109 9/30/03 543 178 24,015,995 48.9 15.9 44,228 9/30/04 499 174 22,264,155 49.5 16.6 44,618 9/30/05 & 455 168 21,459,676 50.0 17.4 47,164 9/30/06 421 159 19,626,410 50.8 18.2 46,619 9/30/07 389 148 19,140,901 51.5 18.8 49,205 * Change in participation requirements. # On MM/DD/YY the plan was closed to new hires and members were allowed to transfer to anew DC plan. Transfers to the DC plan have occurred in every year since. & The pay reported in conjunction with the valuation included 27 pay periods. • City of Sample General Employees' Pension Fund C-13 Item # 13 Attachment number 2 Page 6 of 81 • NUMBER ADDED TO AND REMOVED FROM ACTIVE PARTICIPATION Number Terminations During Year Active Added During D eath in Other Withdrawals Members Year Year Retirement Service Vested Other Total End of Ended A E A E A E A A A E Year 9/30/87 209 164 26 12 0 6 13 125 138 124 1,464 9/30/88 269 194 25 13 1 6 11 157 168 125 1,539 9/30/89 280 161 35 29 1 6 3 122 125 132 1,658 9/30/90 606 154 43 26 0 7 16 95 111 146 2,110 9/30/91 181 172 32 23 1 5 7 132 139 253 2,119 9/30/92 258 172 28 23 1 6 14 129 143 223 2,205 9/30/93 158 157 22 28 3 6 22 110 132 223 2,206 9/30/94 176 169 21 26 8 6 10 130 140 205 2,213 9/30/95 164 180 41 29 6 6 17 116 133 196 2,197 9/30/96 161 157 34 27 2 2 19 102 121 146 2,201 9/30/97 144 186 53 38 1 2 73 97 170 146 2,121 9/30/98 126 174 33 34 5 2 71 70 141 138 2,068 9/30/99 5 0 111 38 1 2 349 163 512 127 1,449 9/30/00 3 0 72 27 1 2 310 71 381 72 998 • 9/30/01 4 0 58 25 0 2 218 61 279 43 665 9/30/02 4 0 18 25 0 2 22 10 32 43 619 9/30/03 0 0 30 19 0 1 32 14 46 20 543 9/30/04 5 0 28 19 0 1 16 5 21 16 499 9/30/05 1 0 30 18 1 1 11 3 14 15 455 9/30/06 0 0 23 21 1 1 7 3 10 14 421 9/30/07 0 0 27 22 0 0 4 1 5 11 389 Subtotals 2003-2007 6 0 138 99 2 4 70 26 96 76 1998-2007 148 174 430 248 9 14 1,040 401 1,441 499 Expected for 9-30-08 21 1 10 A represents a ctual number. E represents expected number. Transfers to the DC plan are included as Retirements, Vested Withdrawals, or Other Withdrawal, based upon eligibility for retirement at time of transfer. • City of Sample General Employees' Pension Fund C-14 Item # 13 Attachment number 2 Page 7 of 81 • ACTIVE MEMBERS AS OF MM/DD/YY BY ATTAINED AGE AND YEARS OF SERVICE Totals Active Attained Years of Service to Valuation Date Member Age 0-4 5-9 10-14 15-19 20-24 25-29 30 Plus No. Payroll 30-34 2 1 3 $ 97,177 35-39 1 8 11 20 832,309 40-44 1 19 23 10 1 54 2,544,398 45-49 13 26 41 6 86 4,420,174 50-54 2 14 23 29 15 2 85 4,419,839 55-59 4 12 20 25 10 5 76 3,804,399 60 2 4 6 4 1 1 18 754,149 61 2 8 2 2 14 732,796 62 1 1 1 1 1 5 282,202 63 5 4 2 1 12 583,687 • 64 2 4 1 7 250,291 65 1 1 53,918 67 3 3 128,179 68 1 1 105,803 69 1 1 2 74,614 71 1 1 28,822 75 1 1 28,144 Totals 14 82 132 115 38 8 389 $19,140,901 Group Averages: Age: 50.8 years Service: 18.2 years Annual Pay: $46,619 CJ City of Sample General Employees' Pension Fund C-15 Item # 13 • U d y a ? a .y ? a z a ? A ? A' a W a a H • W w W ? ? ? a C a F W a F ? z a ? 0 • ? N 00 ?O N O ? M i r 01 N N N N ? N N N N N M N It CIA cq .^? 00 00 d M o o r 42 w y cl bD W ? ate.. G z cq3 Q z a o o z co E a> 0 a 0 W 0 U Attachment number 2 Page 9 of 81 • SECTION D ACTUARIAL COST METHOD, ACTUARIAL ASSUMPTIONS AND DEFINITIONS OF TECHNICAL TERMS • • Item # 13 Attachment number 2 Page 10 of 81 0 ACTUARIAL COST METHOD The actuarial cost method is a procedure for allocating the actuarial present value of pension benefits to time periods. The method used for your valuation is known as the aggregate actuarial cost method, and has the following characteristics. The present value of future benefits is reduced by the actuarial value of assets and the present value of future member contributions. The remainder is financed as a level percent of future payroll. The actuarial value of assets used for funding purposes is derived as follows: prior year actuarial value of assets are increased by contribution and expected investment income and reduced by refunds, benefit payments and administrative expenses. To this amount is 25% of the difference between expected and actual investment income for each of the previous four years. The actuarial value of assets is limited to no less than 85% and no more than 115% of the market value of assets. City of Sample General Employees' Pension Fund Item R-43 Attachment number 2 Page 11 of 81 • ACTUARIAL ASSUMPTIONS USED FOR THE VALUATION Funding objective contribution requirements and actuarial present values are calculated by applying estimates of future Fund activities (actuarial assumptions) to the benefit provisions and member data of the Fund, using the actuarial cost method described on page D-1. The principal areas of risk which require estimates of future Fund activities are: (i) Rates of inflation impacting assets of the Fund (ii) Long-term rates of real investment return to be generated by the assets of the Fund (iii) Rates of salary increase to members (iv) Rates of mortality among active members, retired members and beneficiaries, and vested terminated members (v) Rates of withdrawal of active members (vi) Rates of disability among active members (vii) Rates of retirement due to age and service • In making a valuation, the monetary effect of each activity is calculated for as long as a present covered person survives --- a period of time which can be as long as a century. Actual activities of the Fund will not coincide exactly with estimated activities due to the nature of the activities. Each valuation provides a complete recalculation of estimated future activities and takes into account the effect of differences between estimated and actual activities to date. The result is a continual series of adjustments (usually small) to the computed contribution rate. From time to time one or more of the estimates are modified to reflect experience trends (but not random or temporary year-to-year fluctuations). The actuarial assumptions regarding the INFLATION rate, REAL INVESTMENT RETURN rate, and SALARY INCREASE rates were adopted effective MM/DD/YY. These estimates are used, in combination with the other estimates, to (i) determine the present value of amounts expected to be paid in the future and (ii) establish rates of contribution which are expected to remain relatively level as a percent of active member covered payroll. is City of Sample General Employees' Pension Fund Item ?F R-b Attachment number 2 Page 12 of 81 • Rates of Investment Return. 8.0% per annum, compounded annually, net of expenses. Rates of Price Inflation. This is the rate at which growth in the supply of money and credit is estimated to exceed growth in the supply of goods and services. It may be thought of as the rate of depreciation of the purchasing power of the dollar. There are a number of indices for measuring the inflation rate. Recent rates of inflation, as measured by the Consumers Price Index, have been: Year Ended September 30 Average 2007 2006 2005 2004 2003 3-Year 5-Year • Actual 2.8% 2.1% 4.7% 2.5% No specific price inflation assumption is used in this valuation. 2.0% 3.2% 2.8% Rates of Real Investment Return over Prices. This is the rate of return produced by investing a pool of assets in an inflation-free environment. The assumed real rate of return is approximately 4.0% over wages, which would correspond to an assumed real rate of return of 4.5% to 5.0% over prices. Recent rates of real investment return on the actuarial value of assets have been: Year Ended September 30 Average 2007 2006 2005 2004 2003 3-Year 5-Year Gross Rate of Return 10.9 % 7.7 % 7.6 % 6.9 % 5.7 % 8.7 % 7.7 % less Invest. Expenses 0.4 0.5 0.5 0.4 0.4 0.5 0.4 Net Rate of Return 10.5 7.2 7.1 6.5 5.3 8.2 7.3 less Inflation Rate 2.8 2.1 4.7 2.5 2.3 3.2 2.8 Net Real Rate of Return 7.7 5.1 2.4 4.0 3.3 5.0 4.5 The total investment return rate was computed using the approximate formula i = I divided by 1/2 (A + B - I), where I is actual realized investment income plus market value adjustments, A is the beginning of year asset value, and B is the end of year asset value. is The preceding investment return rates reflect the particular characteristics of this Fund and the method of determining the actuarial value of assets. They should not be used to measure an investment advisor's performance or for comparison with other pension funds. City of Sample General Employees' Pension Fund Item R"I 3 Attachment number 2 Page 13 of 81 . Rates of Salary Increase. Employee salaries are estimated to increase between the date of hire and date of retirement. Salary increases occur in recognition of (i) individual merit and seniority, (ii) inflation-related depreciation of the purchasing power of salaries, and (iii) competition from other employers for personnel. A schedule of long-term rates of increase in individual salaries used for the valuation follows for sample ages: Annual Rates of Salary Increase for Sample Ages Attributable to: 30 40 50 60 Merit & Seniority 2.6 % 0.9 % 0.3 % 0.3 % Other Sources 4.0 4.0 4.0 4.0 Total 6.6 % 4.9 % 4.3 % 4.3 % Lump sum payments for unused leave time are not included in the calculation of final average earnings. Recent rates of salary change experience, as measured by average reported pay, have been: Year Ended September 30 Average 2007 2006 2005 2004 2003 3-Year 5-Year 10-Year- Rate of Average Salary Increase: Actual (1) 7.1 % 2.7 % 3.0 % 3.1 % 4.9 % 4.2 % 4.1 % 5.8 % Assumed 4.3 6.0 6.0 6.1 6.1 5.4 5.7 6.6 (1) Excluding terminations and new entrants. • City of Sample General Employees' Pension Fund Item P-13 Attachment number 2 Page 14 of 81 • • Recent comparisons of the net rate of investment return to the rate of actual increase in salaries have been: Net Rate of Investment Return* Rate of Average Salary Increase Difference: Actual Target * Net of investment expenses. Year Ended September 30 Average 2007 2006 2005 2004 2003 3 Year 5 Year 10.5 % 7.2 % 7.1 % 6.5 % 5.3 % 8.3 % 7.3 % 7.1 2.7 3.0 3.1 4.9 4.2 4.1 3.4 4.5 4.1 3.4 0.4 4.0 3.1 4.0 % 4.0 % 4.0 % 3.5 % 3.5 % 4.0 % 3.8 % Rates of Mortality. The 1994 Group Annuity Mortality Table (GA94) set back 0 years for men and women, effective with the MM/DD/YY valuation. Sample values follow: GA94 Table Value of Future Life Sample $1 Monthly For Life Expectancy (Years) Ages Men Women Men Women 50 $134.63 $140.32 30.69 34.89 55 127.16 134.40 26.15 30.17 60 117.78 126.60 21.83 25.59 65 106.80 117.13 17.84 21.28 70 94.73 106.11 14.29 17.30 75 81.36 92.79 11.12 13.60 80 67.17 77.98 8.37 10.31 is These rates are used to measure the probabilities of members dying before retirement and the probabilities of each benefit payment being made after retirement. The values shown above do not include the effect of any cost-of-living adjustments. City of Sample General Employees' Pension Fund Item R13 Attachment number 2 Page 15 of 81 v Rates of Withdrawal from Active Membership. These rates represent the probabilities of members leaving employment for reasons other than death or disability and prior to their becoming eligible to retire. Sample Rates of Withdrawal Ages Within Next Year 25 6.90% 30 6.30% 35 5.70% 40 4.50% 45 4.20% 50 3.80% 55 3.40% 60 3.00% • • These rates were first used for the MM/DD/YY valuation. Rates of Disability. These rates represent the probabilities of active members becoming disabled. Sample Ages Rates of Disability Within Next Year 0.04% 0.04% 0.12% 0.22% 0.42% 0.72% 1.12% 1.66% 25 30 35 40 45 50 55 60 These rates were first used for the MM/DD/YY valuation. City of Sample General Employees' Pension Fund D-6 Item # 13 Attachment number 2 Page 16 of 81 0 Rates of Retirement. These rates represent the probabilities of eligible members retiring. Rates of Retirement Within Next Year Years of Service Based Retirement Age Based Rates Service Rates Ages Early Normal 25 25% 55 10% 26 10% 56 5% 27 10% 57 5% 28 15% 58 5% 29 5% 59 5% 30 30% 60 5% 31 30% 61 5% 32 30% 62 10% 33 30% 63 10% 34 30% 64 10% 35 100% 65 25% 66 25% 67 25% 68 25% 69 25% 70 100% These rates were first used for the MM/DD/YY valuation. Expenses. Administrative expenses are included as an additional employer contribution to provide for reimbursement of these expenses. Investment expenses are offset against gross investment income. This is unchanged from previous valuations. Active Member Group Size. The valuation was based on a closed active member group size. Transfers to the DC Plan. Rates of Retirement and Rates of Withdrawal include members transferring to the DC Plan. Marital Status. Eighty percent of active members who meet the age and service requirements for pre-retirement surviving benefits are estimated to be married. Female spouses are assumed to be 3 years younger than the male participant. Male spouses are assumed to be 3 years older then the female participant. This is unchanged from previous valuations. • City of Sample General Employees' Pension Fund Item R713 Attachment number 2 Page 17 of 81 MISCELLANEOUS AND TECHNICAL ASSUMPTIONS MM/DD/YY Marriage Assumption: 80% of males and 80% of females are assumed to be married for purposes of death-in-service benefits. Male spouses are assumed to be three years older than female spouses for active member valuation purposes. Pay Increase Timing: Beginning of (Fiscal) year. This is equivalent to assuming that reported pays represent amounts paid to members during the year ended on the valuation date. Decrement Timing: Decrements of all types are assumed to occur mid-year. 0 Adjustments: None. Eligibility Testing: Eligibility for benefits is determined based upon the age nearest birthday and service nearest whole year on the date the decrement is assumed to occur. Decrement Relativity: Decrement rates are used directly from the experience study, without adjustment for multiple decrement table effects. Decrement Operation: Disability does not operate during retirement eligibility. Service Credit Accruals: It is assumed that members accrue one year of service credit per year. Incidence of Contributions: Contributions are assumed to be received continuously throughout the year based upon the computed percent of payroll shown in this report, and the actual payroll payable at the time contributions are made. Normal Form of Benefit: A straight life benefit is the normal form of benefit. Benefit Service: Exact Fractional service is used to determine the amount of benefit payable. City Contributions: Dollar contributions are developed using expected pay for the upcoming fiscal year. City of Sample General Employees' Pension Fund Item 13 Attachment number 2 Page 18 of 81 0 DEFINITIONS OF TECHNICAL TERMS Accrued Service - Service credited under the system which was rendered before the date of the actuarial valuation. Actuarial Accrued Liability - The difference between the actuarial present value of future benefits payments and the actuarial present value of future normal costs. Also referred to as "accrued liability" or "past service liability." Actuarial Assumptions - Estimates of expected fixture experience with respect to rates of mortality, disability, withdrawal, retirement, rate or rates of investment income, inflation and salary increases. Decrement estimates (rates of mortality, disability, withdrawal and retirement) are generally based on past experience, often modified for projected changes in conditions. Fiscal estimates (investment income and salary increases) consist of an underlying rate in an inflation-free environment plus a provision for a long-term average rate of inflation. Actuarial Cost Method - A mathematical budgeting procedure for allocating the dollar amount of the "actuarial present value of future benefit payments" between future normal cost and actuarial accrued liabilities. Sometimes referred to as the "actuarial valuation cost method." Actuarial Equivalent - A single amount or series of amounts which is of equal actuarial present value to another single amount or series of amounts, computed on the basis of appropriate actuarial assumptions. Actuarial Present Value - The amount of funds currently required to provide a payment or series of payments in the future. It is determined by discounting future payments at predetermined rates of interest, and by probabilities of payment. Also referred to as "present value." • City of Sample General Employees' Pension Fund Dh Item ?# 1 Attachment number 2 Page 19 of 81 Actuarial Value of Assets - The value of assets derived by spreading capital value changes (unrealized and realized gains and losses) in equal dollar installments over four years. This treatment removes the timing of investment activities from the valuation process. Amortization - Paying off an interest-discounted amount with periodic payments of interest and principal -- as opposed to paying it off with a lump sum payment. Experience Gain (Loss) - The difference between actual experience costs and anticipated actuarial costs -- during the period between two actuarial valuation dates. Normal Cost - The actuarial cost allocated to the current year by the actuarial cost method. Sometimes referred to as "current service cost." • • City of Sample General Employees' Pension Fund D-10 Item # 13 Attachment number 2 Page 20 of 81 SECTION E THE PRESENT VALUE OF FUTURE BENEFIT PAYMENTS AND CERTAIN OTHER DISCLOSURES REQUIRED BY STATEMENTS NO. 25 AND NO. 27 OF THE GOVERNMENTAL ACCOUNTING STANDARDS BOARD This information is presented in draft form for review by the Plan's auditor. Please let us know if there are any items that the auditor changes so that we may maintain consistency with the Plan's financial statements. • Item # 13 Attachment number 2 Page 21 of 81 0 PRESENT VALUE OF FUTURE BENEFIT PAYMENTS The present value of future benefit payments is the discounted value of benefits likely to be paid to participants based on the assumptions found in Section D of this report. Allocation of the unfunded actuarial present value of projected benefits over future service was based on the aggregate actuarial cost method. Assumptions, including projected pay increases, were the same as used to determine the Fund's level percent of payroll annual required contribution between the valuation date and assumed exit age. The preceding methods comply with the financial reporting standards established by the Governmental Accounting Standards Board. The aggregate actuarial accrued liability was determined as part of an actuarial valuation of the plan as of MM/DD/YY. Significant actuarial assumptions used in determining the aggregate actuarial accrued liability include (a) a rate of return on the investment of present and future assets of 8.0% per year compounded annually, (b) projected salary increases of 4.0% per year compounded annually, attributable to inflation and other sources, (c) additional projected salary increases of 4.0% to 0.3% . per year attributable to seniority/merit, and (d) the assumption that benefits will increase after retirement according to the COLA provisions. As of MM/DD/YY, the unfunded present value of future benefit payments was determined as follows: Present Value of Future Benefit Payments Active members $ 98,697,441 Retired members and beneficiaries currently receiving benefits 102,952,924 Vested terminated members not yet receiving benefits 7,035,609 Total Present Value of Future Benefit Payments 208,685,974 Actuarial Value of Assets (market value was $171,241,019) 179,926,736 Unfunded Present Value of Future Benefit Payments $ 28,759,238 During the year ended MM/DD/YY the Plan experienced a net change of the present value of future benefit payments of $7,794,766. • City of Sample General Employees' Pension Fund E-1 Item # 13 Attachment number 2 Page 22 of 81 OTHER RELEVANT MM/DD/YY VALUATION STATISTICS Members Included in Valuation Active Members Vested 389 Non-Vested 0 Retired Members and Beneficiaries 736 Vested Terminated Members 148 DETERMINATION OF ACTUARIAL VALUE OF ASSETS (1) Original Period Amount to be py Allocated (2) 2003-04 2004-05 2005-06 2006-07 At 9/30/03 Before Reamortization: 00/01 $ (16,734,298) 01/02 (20,939,476) 02/03 TOTAL 8,334,233 At 9/30/04 After Reamortization: 02/03 (3) (8,402,636) $ (2,800,879) $ (2,800,879) $ (2,800,878) 03/04 1,647,313 411,828 411,828 411,828 $ 411,829 04/05 4,054,395 1,013,599 1,013,599 1,013,599 05/06 472,586 118,147 118,147 06/07 10,051,677 2,512,919 TOTAL (2,389,051) (1,375,452) (1,257,304) 4,056,494 Net contribution per year (4) 3,853,624 5,357,842 5,886,495 7,422,688 Beginning actuarial value 158,371,400 159,835,973 163,818,363 168,447,554 Ending actuarial value $159,835,973 $163,818,363 $168,447,554 $179,926,736 Remaining Amount to be Allocated Per Year Total $ (4,183,573) $ (4,183,573) (5,234,869) (10,469,738) 2,083,558 6,250,675 $ (8,402,636) $1,013,599 1,013,598 118,147 236,292 2,512,919 7,538,758 $ 8,788,648 (1) General Employees' Pension Plan includes Component Units' employees. (2) Represents the difference between assumed and actual investment income to be smoothed over the present and three future periods, (114) each year. (3) Outstanding amounts as ofMM/DDIYYwere reamortized over the three yearperiod beginning MMIDDIYY. (4) Represents net change in actuarial value from non-investment cash.Jlow and assumed investment income. • City of Sample General Employees' Pension Fund E-2 Item # 13 Attachment number 2 Page 23 of 81 REQUIRED SUPPLEMENTARY INFORMATION SCHEDULE OF FUNDING PROGRESS (Dollar amounts are in millions) Based on Aggregate Cost Method Present Active UPVFB as Actuarial Actuarial Value of Member a Percentage of Valuation Value of Future Benefits Unfunded Funded Covered Active Member Date Assets (PVFB) PVFB Ratio Payroll Covered Payroll September 30 (a) (b) (b)-(a) (a)/(b) (c) ((b-a)/c) 2000 $169.89 $210.24 $40.35 80.81 % $35.34 114.2 % 2001 155.28 184.21 28.93 84.30 25.78 112.2 2002 157.44 191.14 33.70 82.37 26.07 129.3 2003 158.37 192.14 33.77 82.42 24.02 140.6 2004 * 159.84 194.40 34.56 82.22 22.26 155.2 2005 * 163.82 196.84 33.02 83.22 20.83 158.5 2006 168.45 200.89 32.44 83.85 19.63 165.3 2007 179.93 208.69 28.76 86.22 19.14 150.3 Based on Entry Age Normal Cost Method Actuarial Active Unfunded AAL as Actuarial Actuarial Accrued Member a Percentage of Valuation Value of Liability Unfunded Funded Covered Active Member Date Assets (AAL) AAL Ratio Payroll Covered Payroll September 30 (a) (b) (b)-(a) (a)/(b) (c) ((b-a)/c) 2000 $ 169.89 $ 167.34 ($2.55) 101.5 % $ 35.34 (7.2) % 2001 155.28 155.11 (0.17) 100.1 25.78 (0.7) 2002 157.44 162.68 5.24 96.8 26.07 20.1 2003 158.37 167.04 8.67 94.8 24.02 36.1 2004 * 159.84 171.47 11.63 93.2 22.26 52.2 2005 * 163.82 179.50 15.68 91.3 20.83 75.3 2006 168.45 185.47 17.02 90.8 19.63 86.7 2007 179.93 194.11 14.18 92.7 19.14 74.1 * After changes in benefits and/or actuarial assumptions and/or actuarial cost methods. • City of Sample General Employees' Pension Fund Item b 1 Attachment number 2 Page 24 of 81 • CONTRIBUTIONS REQUIRED AND CONTRIBUTIONS MADE The City's funding policy provides for periodic employer contributions at actuarially determined rates that, expressed as percentages of covered payroll, are designed to accumulate sufficient assets to pay benefits when due. Effective MM/DD/YY, the contributions are determined using the aggregate actuarial cost method. Prior to this, the normal cost and actuarial liability were determined using the entry age actuarial cost method. During the year ended MM/DD/YY contributions totaling $5,255,203 -- $4,273,029 employer and $982,174 employee -- were made in accordance with contribution requirements determined by an actuarial valuation of the Fund as of MM/DD/YY. Employer contributions represented 21.74% of MM/DD/YY covered payroll. Schedule of Employer Contributions • Fiscal Valuation Annual Year Date % of Estimated Percentage 10-1/9-30 9-30 Payroll Contribution Contributed 1995-96 1995 11.48 % $7,070,229 100.0 % 1996-97 1996 12.21 7,749,542 100.0 1997-98 1997 10.97 7,096,502 100.0 1998-99 1998 11.27 7,437,896 100.0 1999-00 1999 10.14 4,750,379 100.0 2000-01 2000 7.71 2,726,375 100.0 2001-02 2001 8.63 2,215,979 100.0 2002-03 2002 11.09 2,883,092 100.0 2003-04 2003 13.06 3,123,144 100.0 2004-05 2004 15.42 3,421,203 100.0 2005-06 2005 19.72 4,123,327 100.0 2006-07 2006 21.74 4,273,029 100.0 2007-08 2007 20.31 3,894,616 This information is presented in draft form for review by the City's auditor. Please let us know if there are any items that the auditor changes so that we may maintain consistency with the City's • financial statements. City of Sample General Employees' Pension Fund E-4 Item # 13 • • • w z con w H M? W w ?w A F., L y w w ?; A a ? ? o w v? W a O w C y a 0 ? rA r+ O \° o w a a N O O O O O O O O O ,n C O y o L G? QI ° ~ O O O O O O O O y,, O v? N f`1 0o M O O ? O? M to v'i m [? Q y O 00 M N [? Itt M kn V'1 00 ? 00 00 ? l- 110 ?c 01 ? 69 O V9 ?!1 00 ? O - .a i. O V1 00 M O\ [- r- d C y i. "I?t v1 1 O to 00 l- ee C (? kr ?D to ?G M 0\ ,O '-+ _ u "t g, r- 00 00 M O O 01 O o0 M M W = M O O O 0\ cl? 01 C 6R w (A 00 IC 00 C14 N 00 V) N N It N [? 0 yr '-+ N M d M N a1 m 00 N N ^ 0 0 O "T O ?10 - j V 00 CIF C r- 00 00 0, o O ? l+ M 0 M V 00 -- ,p N ?D O ,^ G? a 1 ',6 ) (3? 01 v-, 00 kr M 06 N t? 00 C M V '6 m \C 00 ? m rn 0 0 - C 00 00 00 0? C a; O U 4ES , G o O O O ? A N O N o N O N o O N O O N O O N O O N O 0\ C1 01 ON 0\ C1 C, 0\ w E a> w 0 Q. 0 a E W c C7 a? a w 0 U Attachment number 2 Page 26 of 81 GRS Gabriel Roeder Smith & Company One Towne Square Consultants & Actuaries Suite 800 Southfield, Ml 48076-3723 248.799.9000 phone 248.799.9020 fax www.gabrielroedeccom Date Recipient's Name City of Sample General Employees' Pension Fund Street Address City, State XXXXX Dear Recipient's Name: Enclosed please find 40 copies of the report of the MM/DD/YY actuarial valuation of the City of Sample General Employees' Pension Fund. • Sincerely, Lead Actuary XXX:xxx Enclosures 49 Item # 13 Attachment number 2 Page 27 of 81 0 APPENDIX E SAMPLE OPEB ACTUARIAL VALUATION REPORT 0 U Item # 13 Attachment number 2 Page 28 of 81 • • • CITY OF ABC OTHER POST-EMPLOYMENT BENEFITS ACTUARIAL REPORT AS OF OCTOBER 1, 2006 Item # 13 Attachment number 2 Page 29 of 81 0 September 1, 2007 Mr. John Doe Finance Director City of ABC 100 1 st Street ABC, FL 33123 Re: GASB Statement No. 45 Impact Study On Other Post-Employment Benefits (OPEB) Dear Mr. Doe: Gabriel Roeder Smith & Company (GRS) has been engaged by the City of ABC to perform an Actuarial Valuation of certain Other Post-Employment Benefits (OPEB) provided to its retiring employees. We are pleased to present the results herein. The Valuation was performed as of October 1, 2006 and covers the implicit subsidies for medical (including prescription drug), dental and life insurance benefits provided to all City retirees. No other OPEBs were considered in the Valuation. Any reportable other post-employment benefits provided through the Retiree VEBA Trusts for Firefighters and Police Officers would be the subject of separate Actuarial Valuation Reports. The actuarial calculations were prepared for the purpose of complying with the requirements of Statement No. 45 of the Governmental Accounting Standards Board (GASB) and have been made on a basis consistent with our understanding of these accounting standards. Determinations of the liability associated with the benefits described in this Report for purposes other than satisfying the City's financial reporting requirements may produce significantly different results. This Report may be provided to parties other than the City of ABC only in its entirety and only with the permission of the City. All actuarial calculations were performed on the basis of the Substantive Plan and the Actuarial Assumptions and Methods, as set forth in the respective sections of this Report. The Valuation was performed on the basis of employee, retiree and financial information supplied by the City officials. Although we did not audit this information, it was reviewed for reasonableness. The undersigned is a member of the American Academy of Actuaries and meets the Qualification Standards of the Academy of Actuaries to render the actuarial opinion herein. We will be pleased to answer any questions pertaining to the Valuation and to meet with you to review this Report. Respectfully submitted, GABRIEL, ROEDER, SMITH AND COMPANY 9MA91V By: James J. Rizzo, ASA, MAAA • Senior Consultant and Actuary Item # 13 Attachment number 2 Page 30 of 81 • TABLE OF CONTENTS SECTION TITLE PAGE A EXECUTIVE SUMMARY 1 B SUMMARY OF ACTUARIAL VALUATION RESULTS 1. SUMMARY OF ACTUARIAL VALUATION RESULTS 5 2. 20 -YEAR PROJECTION OF UNFUNDED CASH FLOW 7 3. 10 -YEAR PROJECTION OF NET OPEB OBLIGATION 8 4. AGE AND SERVICE TABLES 9 • • C DEVELOPMENT OF INITIAL PER CAPITA COSTS 12 D ACTUARIAL ASSUMPTIONS AND METHODS 16 E SUMMARY OF SUBSTANTIVE PLAN PROVISIONS 22 GRS Gabriel Roeder Smith & Company Item # 13 Attachment number 2 Page 31 of 81 • SECTION A EXECUTIVE SUMMARY • 0 Item # 13 Attachment number 2 Page 32 of 81 • EXECUTIVE SUMMARY The Governmental Accounting Standards Board (GASB) issued Statement No. 45 to set forth rules for how governmental employers should account for Other Post-Employment Benefits (OPEBs). This Accounting Standard is effective for fiscal years beginning after December 15, 2006 for governments that were "Phase I" governments for the purpose of implementing Statement No. 34. The City of ABC has indicated that it was a Phase 1 entity for that purpose. Thus, the latest implementation date for the City is the '07208 fiscal year. However, the GASB encourages early implementation. The results presented herein are applicable to the year ending September 30, 2008. This Actuarial Valuation and Report covers the OPEBs provided to the retirees of the City of ABC. The Substantive Plan provisions for the City's OPEBs are described in the Section at the end of this Report entitled "Summary of Substantive Plan Provisions." GASB'S RATIONALE The issuance of GASB Statement Nos. 43 and 45 marks another major step in GASB's movement toward full accrual accounting for all governmental entities which issue financial statements according to generally accepted accounting principles. Until now, the costs of OPEBs have been reflected in governmental financial statements on a pay-as-you-go basis of accounting. Currently, the subsidy provided by the City has been recorded as an expense only after employees retire, and then only one year at a time as the subsidy is paid. Statement No. 45 views the subsidy for retiree medical benefits as a form of compensation and the subsidy must be accrued on the books of the City during an employee's working life, rather than wait until the employee's service to the City has been completed and he or she has retired. Thus, GASB requires the lifetime value of that subsidy to be expensed over the working career of the employees. IMPLICIT RATE SUBSIDY According to the Substantive Plans, retired Police Officers, Firefighters and General Employees as well as their dependents are permitted to remain covered under the City's respective medical plans as long as they pay the premium charged by the insurance company or benefit fund for the plan and coverage elected. This conforms to the minimum required of Florida governmental employers per Ch. 112.08, F.S. The City's underlying health plans are fully insured. It may appear, at first glance, that there is no obligation on the part of the City for the retiree coverage, since the retirees are charged whatever the insurance companies charge for the type of coverage elected. However, the premiums charged by the insurance company are based on a blending of the experience among younger active employees and older retired employees. Since the older retirees actually have higher costs, this means that the City is actually subsidizing the cost of the retiree coverage because it pays all or a significant portion of that premium on behalf of the active employees. GASB No. 45 calls this the "implicit rate subsidy". Even though it appears that there is no City subsidy of retiree coverage, there really is, and it is not an insignificant amount. A group of 60-year-old retirees can easily cost twice as much as the City is collecting from them for coverage. The City, therefore, has assumed an obligation to pay for that implicit subsidy for the covered lifetime of the current retirees and their dependents, as well for the covered lifetime of the current employees after they retire in the future. Measuring the current year's implicit subsidy and projecting that subsidy (for all Police Officers, Firefighters and General Employees) for decades into the future and making an allocation of that cost to different years, is • the subject of this Actuarial Valuation and Report. GRS Gabriel Roeder Smith & Company -1- Item # 13 Attachment number 2 Page 33 of 81 0 EXPLICIT SUBSIDIES In addition to the implicit subsidies considered in this Actuarial Valuation Report (for all Police Officers, Firefighters and General Employees), the City also contributes to two separate Retiree VEBA Trusts which provide additional "other post-employment benefits" to retiring Firefighters and Police Officers, respectively. These additional benefits may also be considered OPEBs for the purposes of GASB Statement No. 45. However, they are not considered within the scope of this Actuarial Valuation Report. FUNDED AND UNFUNDED PLANS According to GASB Statement No. 45, certain expense and liability numbers will need to be included in the City's Comprehensive Annual Financial Report (CAFR). However, GASB is not requiring the City to actually advance-fund the OPEB Plan by forming a Trust and pre-funding the obligation like pension benefits. That may be advisable, but it is still an option available to the City, whether to pre-fund or not to pre-fund. Currently, the City's OPEB benefits are unfunded. That is, there is no separate Trust Fund or equivalent arrangement into which the City would make contributions to advance-fund the obligation, as it does for its pension plans. Therefore, the ultimate subsidies which are provided over time, are financed directly by general assets of the City, which are invested in very short-term fixed income instruments according to its current investment policy. Consequently and for the City's unfunded OPEB Plan, according to GASB Statement No. 45, the interest discount rate used to calculate the present values and costs of the OPEB must be the long-range expected return on such short-term fixed income instruments. The City selected an interest discount rate of 4.75% for this purpose. However, if the OPEB Plan were advance-funded and if its assets were invested in a reasonable mix of stocks and bonds, like pension funds, then a much higher interest discount rate may be used, say, 7% to 8%. This would result in a substantially lower Annual OPEB Cost and a substantially lower Unfunded Actuarial Accrued Liability than if 4.75% were used. ACTUARIAL ASSUMPTIONS In any long-term Actuarial Valuation (such as for Pensions and OPEBs), certain demographic, economic and behavioral assumptions are made concerning the population, the investment discount rates and the benefits provided. These Actuarial Assumptions form the basis for the actuarial model which is used to project the future population, the future benefits provided, and the future contributions collected. The demographic assumptions used for projecting the future population for this OPEB Valuation were essentially the same as those used to project the future populations for the Police, Firefighter and General Employee Pension Plans. The investment discount rate assumption is used to discount the projected net OPEB benefits to a present value. This and other related present values are used to calculate the Annual OPEB Cost that will be expensed in the City's financial statements and the Unfunded Actuarial Accrued Liability disclosed in the statements as well. It would be instructive to review the Section of this Report titled, "Actuarial Assumptions and Methods" for details of all the relevant Actuarial Assumptions used in this Valuation. ACTUARIAL COST METHODS GASB Statement No. 45 allows flexibility to governmental employers in the use of various actuarial cost methods. Several such acceptable actuarial cost methods were investigated. The goal was to recommend to the City the combination of acceptable and appropriate actuarial cost methods that would produce the lowest measure of the liabilities and OPEB Cost. GRS Gabriel Roeder Smith & Company -2- Item # 13 Attachment number 2 Page 34 of 81 • Liabilities and OPEB Costs for the City's Plan were developed using various actuarial cost methods, such as under the Entry Age Normal Cost Method, the Frozen Entry Age Normal Cost Method, the Aggregate Cost Method and the Projected Unit Credit Normal Cost Method. Furthermore, the Normal Costs and the amortization of any Unfunded Actuarial Accrued Liabilities were calculated using both level dollar and level percent of expected pay. The results presented herein have been obtained using the Entry Age Actuarial Cos Method with a closed amortization of the Unfunded Actuarial Accrued Liability as a level percent of expecte payroll. This is the most common such method used for Pension and OPEB valuations. SUMMARY t d Following is a chart that summarizes the key results of this Actuarial Valuation for City's OPEB. The results of the Pension Valuations of the City's three defined benefit pension plans are presented alongside the OPEB results just to give some context to the OPEB results. More details can be found on following pages. OPEB Pension E As of October 1. 2006 Actuarial Accrued Liability $ 23,771,433 $ 359,681,003 Actuarial Value of Assets $ - $ 279,545,364 Unfunded Actuarial Accrued Liability $ 23,771,433 $ 80,135,638 For FYE September 30, 2008 Annual OPEB or Pension Cost $ 2,161,911 $ 10,021,706 Per Covered Active Employee $ 1,496 $ 18,057 As % of Expected Covered Payroll 2.7% 25.6% Expected Employer Contribution Toward the Benefit Cost $ (857,002) $ 10,021,706 Expected Net OPEB or Pension Obligation $ 1,304,909 $ - Note: The OPEB liabilities and costs presented above reflect only the City's OPEB Plan which arises on account of the implicit subsidy of medical coverage provided to retired Police Officers, Firefighters and General Employees and dependents. This is the subsidy built into the active life premiums as necessary to subsidize the group rate charged to retirees. These do not reflect any OPEB liabilities and costs arising from the benefits provided to retired City Firefighters and Police Officers through their respective retiree VEBA Funds. Any such OPEB liabilities and costs required to be reported under GASB Statement No. 43 and 45 would need to be presented in separate Actuarial Valuation Reports, and reported separately in the City's CAFR. The Unfunded Actuarial Accrued Liability represents an actuarial measurement of the funding obligation that has "accrued" so far, based on the promise that has been made to current retirees and to current employees. This will be displayed in the Notes to Financial Statements and Required Supplementary Information within the City's CAFR. The Annual OPEB Cost is the amount that is expensed for the year. Since the City's OPEB plan is currently unfunded, the offset to that expense comes from actual subsidies paid on behalf of the current retirees and their dependents for the current year. This offset is called the Employer Contribution, and equals the total age- adjusted premiums paid by the City for coverage for the retirees and their dependents for the year (net of the retiree's own payments for the year). The chart above presents the expected amount of such Employer Contributions. • GRS Gabriel Roeder Smith & Company -3- Item # 13 Attachment number 2 Page 35 of 81 The cumulative difference between the Annual OPEB Cost for the year and the Employer Contribution for the year is called the Net OPEB Obligation. This is the amount of the expense charged for the year (per GASB No. 45) which was not yet offset by Employer Contributions. The Net OPEB Obligation will be reflected as a liability in the Statement of Net Assets of the City's CA-FR. It flows right to the balance sheet, and remains there and accumulates each year until fully paid off by future Employer Contributions. CITY OF ABC CAFR The figures, above, would be integrated into the City's government-wide financial statements. There are some issues to flesh-out with respect to any proprietary funds in the CAFR. A full discussion and treatment of these matters is beyond the scope of this Actuarial Valuation Report, but will need to be addressed more thoroughly, if necessary, as the time approaches when the City actually implements GASB Statement No. 45. PLAN CHANGES AND OPTIONS Since the implicit medical subsidy which the City of ABC currently provides is the minimum subsidy required under state Statutes (Ch. 112.080 1, F. S.), there is not much more that can be changed to minimize the effect of implementing GASB Statement No. 45. The medical portion of the implicit subsidy cannot be reduced. However, there are a couple options which could be considered. The cost of life insurance to retirees is currently subsidized by charging them the group rate. The statute does not require implicit subsidies for life insurance, only for medical-related insurance coverage. A GASB Technical Bulletin states that receipt of the Medicare Part D Retiree Drug Subsidy (RDS) payments cannot be considered as a reduction of the OPEB costs and liabilities. Certain insured prescription programs • have the RDS payments built into their premiums so as to lower the costs, and that is permitted to be recognized in the OPEB calculations. This might be considered. Sometimes, offering an alternative Medicare product as an alternative to the City's Plan can induce retirees to drop out of the City's plan and possibly reduce the OPEB liability while providing them with alternative to individual insurance. This is not always a successful strategy, but is worth considering. Finally, the City could consider establishing an OPEB Trust Fund, for the purpose of advance-funding this implicit rate subsidy. This OPEB Trust would be in addition to and not to be confused with the two retiree VEBAs or with any previously proposed retiree VEBA for General Employees. The City could make cash contributions (in excess of the level of implicit subsidy currently provided) to this OPEB Trust Fund, which would pay the implicit subsidies and invest the remainder so as to accumulate for future payments. The liability created for a Plan that provides only the implicit subsidies may not be large enough to justify establishing an OPEB Trust and the mechanism for its operation. But it may be worth considering. • GRS Gabriel Roeder Smith & Company -4- Item # 13 Attachment number 2 Page 36 of 81 • SECTION B SUMMARY OF ACTUARIAL VALUATION RESULTS • 0 Item # 13 Attachment number 2 Page 37 of 81 • 0 • ACT[?ARIAL VAL,LJATION RESt;LTB as of 0(tot wr 1, 2(HK) Total Medical/Rx Total Retirees' Life Insurance Net Employer Costs Premiums Costs Number of Participants Covered Active Participants 1,445 1,445 1,445 1,445 Retired Participants 143 143 143 143 Total Participants 1,588 1,588 1,588 1,588 Expected Payroll of Active Participants $ 76,306,127 $ 76,306,127 76,306,127 $ 76,306,127 Actuarial Present Value of Benefits Active Participants 60,113,444 (33,498,346) 631,530 27,246,628 Retired Participants 21,884,401 (12,673,879) 530,376 9,740,898 Total Participants 81,997,845 (46,172,225) 1,161,906 36,987,526 Actuarial Accrued Liability (Entry Age Normal Cost Actuarial Method) Active Participants 31,778,503 (18,115,939) 367,971 14,030,535 Retired Participants 21,884,401 (12,673,879) 530,376 9,740,898 Total Participants 53,662,904 (30,789,818) 898,347 23,771,433 Actuarial Value of Assets - - Unfunded Actuarial Accrued Liability (EANC) 53,662,904 (30,789,818) 898,347 23,771,433 Annual Required Contribution of the Employer (ARC) for YE 9/30/08 (Entry Age Normal Cost Actuarial Method) Normal Cost 2,655,865 (1,477,103) 32,945 1,211,707 30-Year Amortization of UAAL 1,712,462 (982,548) 28,667 758,581 Interest (to 9/30/08) 424,847 (239,216) 5,992 191,623 Total Annual OPEB Cost for FYE 9/30/08 $ 4,793,174 $ (2,698,867) $ 67,604 $ 2,161,911 Per Active Participant 3,317 (1,868) 47 1,496 As % of Expected Covered Payroll 6.3% (3.50/6) 0.1% 2.7% Expected Net Employer Contr. for FYE 9/30/08 (for crediting against Annual OPEB Cost) $ 1,892,267 $ (1.066,777) $ 31,511 $ 857,002 Expected Net OPEB Obligation at 9/30/08 $ 2900,907 $ (1,632,090) $ 36,093 $ 1304,909 Note: The OPEB liabilities and costs presented above reflect only the City's OPEB Plan which arises on account of the implicit subsidy, of medical coverage provided to retired Police Officers, Firefighters and General Employees and dependents. This is the subsidy built into the active life premiums as necessary to subsidize the group rate charged to retirees. These do not reflect any OPEB liabilities and costs arising from the benefits provided to retired City Firefighters and Police Officers through their respective retiree VEBA Funds. Any such OPEB liabilities and costs required to be reported under GASB Statement No. 43 and 45 would need to be presented in separate Actuarial Valuation Reports, and reported separately in the City's CAFR. GRS Gabriel Roeder Smith & Company -5- Item # 13 Attachment number 2 Page 38 of 81 ACTUARIAL VALUATION RESUL I'S as of October 1, 2006 her of Participants Covered Active Participants Retired Participants Gen' Participants Payroll of Active Participants Actuarial Present Value of Benefits Active Participants Retired Participants Total Gen' Participants Actuarial Accrued Liability (Entry Age Normal Cost Actuarial Method) Active Participants Retired Participants Total Gen' Participants Actuarial Value of Assets Unfunded Actuarial Accrued Liability (EANC) Annual Required Contribution of the Employer (ARC) for YE 9/30/08 (Entry Age Normal Cost Actuarial Method) Normal Cost 30-Year Amortization of UAAL Interest (to 9/30/08) 'Total Gen' Annual OPEB Cost for FYE Per Active Participant As % of Expected Covered Payroll Expected Net Employer Contr. for FYE 9/30/08 (for crediting aeainst Annual OPEB Cost) General Police Officers Firefighters Total Net Employees Employer Costs 9595 8 I 2468 0 I 1482 5 I 1,445 143 $ 46,329,958 $ 18,774,734 11,201,436 1 $ 76,306,127 8,878,840 9,694,362 8,673,426 27,246,628 2,723,255 3,518,447 3,499,196 9,740,898 1,602,095 13,212,809 12,172,622 36,987,526 4,853,247 5,128,371 4,048,917 14,030,535 2,723,255 3,518,447 3,499,196 9,740,898 7,576,502 8,646,818 7,548,113 23,771,433 7,576,502 8,646,818 7,548,113 23,771,433 438,335 414,137 359,234 1,211,707 241,777 275,933 240,871 758,581 66,145 67,114 58,364 191,623 $ 746,257 $ 757,184 $ 658,469 $ 2,161,911 750 2,825 3,618 1,496 1.5% 3.8% 5.6% 2.7% $ 283,492 I $ 290,221 1 $ 283,289 1 $ 857,002 $ 462,765 $ 466,963 $ 375,180 $ 1,304,909 Note: The OPEB liabilities and costs presented above reflect only the City's OPEB Plan which arises on account of the implicit subsidy, of medical coverage provided to retired Police Officers, Firefighters and General Employees and dependents. This is the subsidy built into the active life premiums as necessary to subsidize the group rate charged to retirees. These do not reflect any OPEB liabilities and costs arising from the benefits provided to retired City Firefighters and Police Officers through their respective retiree VEBA Funds. Any such OPEB liabilities and costs required to be reported under GASB Statement No. 43 and 45 would need to be presented in separate Actuarial Valuation Reports, and reported separately in the City's CAFR. Note: The total costs and liabilities of the City for the implicit subsidies only, as shown above, are split among General Employee, Police Officers and Firefighters. This split recognizes the different demographics (age, service and gender), different actuarial assumptions as to turnover and retirement rates, different retirement eligibility requirements of each respective employee group, and different current claims and premium costs. It is a fair representation of the true costs and liabilities of each respective group. • GRS Gabriel Roeder Smith & Company -6- Item # 13 Attachment number 2 Page 39 of 81 TWENTY-YEAR PROJECTION OF UNFUNDED CASH FLOW Premiums collected from employees and retirees account only for a fraction of the cost of the health care benefits provided. The table and a graph below illustrate, based on the closed group projection, how the cost of the benefits is distributed between the Employer and the retirees. These projected benefits are solely for those among the current employees and retirees, without regard for benefits that might become payable to those who have not yet been hired. Ignoring new hires for the purpose of these projections is acceptable because those new hires are not likely to add much to the subsidies' cash flow until after about 20 years anyway. Total 13cnefits Ilctirees Nei VAmployer Year Premiums Subsidy E•:XpRcteii H.XpeetL'(] EXIRLded 2008 $ 1,923,778 $ 1,066,777 $ 857,002 2013 3,378,020 1,876,273 1,501,747 2018 4,730,723 2,588,474 2,142,249 2023 5,527,064 3,020,469 2,506,595 2028 6,298,881 3,454,999 2,843,882 $7,000,000 $6,000,000 $5,000,000 $4,000,000 $3,000,000 $2,000,000 $1,000,000 20 Total Annual Cost of Retirees' Coverage • GRS Gabriel Roeder Smith & Company -7- Item # 13 Attachment number 2 Page 40 of 81 • 0 TEN-YEAR PROJECTION OF NET OPEB OBLIGATION All results presented in this report assume no advance-funding of this OPEB Plan. It assumes the current operation of the Plan continues without change. The graphics and table below illustrate how the Net OPEB Obligation and the Annual OPEB Cost are expected to grow over the next 10 years assuming no advance- funding (i.e., no change in operation). The projections below are made in a manner so as to simulate an open group forecast. That is, they approximate what the forecast would produce if it included the effect of new hires after the Valuation Date (October 1, 2006). This gives a more realistic picture of what the Net OPEB Obligation will grow to over time, without going through the added time and expense of a true open group forecast. The Net OPEB Obligation will be presented as a liability in the Statement of Net Assets. The numbers below would be presented in the CAFR for the year ending September 30 of the year indicated. Year 'total Annual 01,116 Cost at rsrd Ycar hand Current Net EmhloN?cr tiulnidv Annual Net OPEB Shortfall Net OPER Mliption at Fiscal Near End 2008 $ 2,161,911 $ 857,002 $ 1,304,909 $ 1,304,909 2009 2,432,409 1,000,262 1,432,147 2,737,056 2010 2,627,759 1,166,088 1,461,671 4,198,727 2011 2,834,341 1,287,393 1,546,947 5,745,674 2012 3,056,050 1,379,888 1,676,161 7,421,836 2013 3,296,506 1,501,747 1,794,759 9,216,595 2014 3,556,371 1,634,883 1,921,488 11,138,083 2015 3,837,548 1,791,320 2,046,228 13,184,311 2016 4,141,477 1,955,406 2,186,071 15,370,382 2017 4,470,921 2,053,232 2,417,689 17,788,071 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 • Expected Net OPEB Obligation and Annual OPEB Cost $20,000,000 $18,000,000 $16,000,000 $14,000,000 $12,000,000 $10,000,000 $8,000,000 $6,000,000 $4,000,000 $2,000,000 - - -- t• OPEB Shortfall O Net Employer Cost e -- 'Net OPEB Obligation GRS Gabriel Roeder Smith & Company -8- Item # 13 Attachment number 2 Page 41 of 81 40 AGE/SERVICE DISTRIBUTION FOR PLAN PARTICIPANTS 0 A Yea?'s of Service to Valuation Date - General Employees ge 0-5 6-9 10-14 15-19 20-24 25-29 30&Up Total 0- 14 0 0 0 0 0 0 0 0 15 - 19 4 0 0 0 0 0 0 4 20 - 24 20 2 0 0 0 0 0 22 25 - 29 55 16 0 0 0 0 0 71 30 - 34 55 25 5 0 0 0 0 85 35 - 39 43 28 10 10 1 0 0 92 40 - 44 67 42 16 29 15 2 0 171 45 - 49 57 34 13 32 18 8 0 162 50 - 54 38 40 13 23 16 17 7 154 55 - 59 29 25 15 22 15 18 7 131 60 - 64 14 17 5 14 9 5 9 73 65 - 69 6 4 3 3 3 2 0 21 70 - 74 1 2 0 3 (l 1 0 7 75 - 99, 0 0 0 1 1 0 0 2 Total 389 235 80 137 78 53 23 995 The shaded inner area represents current eligibility for Early or Normal Retirement. 0 GRS Gabriel Roeder Smith & Company -9- Item # 13 Attachment number 2 Page 42 of 81 LJ r1 )'cars of Service to Valuation Date - Firefighters A ge 0-5 6-9 10-14 15-19 20-24 25-29 30&Up Total 0- 14 0 0 0 0 0 0 0 0 15- 19 9 0 0 0 0 0 0 9 20 - 24 20 3 0 0 0 0 0 23 25 - 29 16 4 1 0 0 0 0 21 30 - 34 16 10 9 3 0 0 0 38 35 - 39 2 6 8 8 12 1 0 37 40 - 44 1 2 1 5 25 4 0 38 45 - 49 0 0 0 0 10 4 0 14 50 - 54 0 0 1 U o 1 0 2 55 - 59 0 0 0 0 0 0 0 0 60 - 64 0 0 0 0 0 0 0 0 65 - 69 0 0 0 0 C) 0 0 0 70 - 74 0 0 0 0 0 0 0 0 75 - 99 0 0 0 0 0 0 0 0 Total 64 25 20 16 47 10 0 182 A Years of Service to Valuation Date - Police Officers ge 0-5 6-9 111-14 15-19 20-24 25-29 30&Up 'rotal 0- 14 0 0 0 0 0 0 0 0 15- 19 0 0 0 0 0 0 0 0 20 - 24 6 0 0 0 0 0 0 6 25 - 29 20 4 0 0 0 0 0 24 30 - 34 16 27 2 0 0 0 0 45 35 - 39 12 38 18 5 1 0 0 74 40 - 44 1 5 4 26 7 0 0 43 45 - 49 0 2 3 21 11 11 0 48 50 - 54 0 0 1 4 5 15 0 25 55 - 59 0 0 0 1 0 2 0 3 60 - 64 0 0 0 U 0 0 0 0 65 - 69 0 0 0 b fl 0 0 0 70 - 74 0 0 0 0 0 0 0 0 75 - 99 0 0 0 U 0 U 0 0 Total 55 76 28 57 24 28 0 268 The shaded inner area represents current eligibility for Early or Normal Retirement. 0 GRS Gabriel Roeder Smith & Company -10- Item # 13 Attachment number 2 Page 43 of 81 • I? 1 L? r Current Retires And Sw-iving Spouses Age Numlxr Coverts I:ruuP general hire Police 'total 0-44 0 0 0 0 45-49 1 6 1 8 50- 54 6 18 11 35 55 - 59 4 13 13 30 60- 64 28 7 10 45 65 - 69 8 1 2 11 70- 74 9 0 2 11 75 - 79 1 0 0 1 80- 84 1 0 1 2 85- 89 0 0 0 0 90- 94 0 0 0 0 95-+ 0 0 0 0 Total 58 45 40 143 GRS Gabriel Roeder Smith & Company -11- Item # 13 Attachment number 2 Page 44 of 81 • SECTION C DEVELOPMENT OF PER CAPITA COSTS 0 • Item # 13 Attachment number 2 Page 45 of 81 DEVELOPMENT OF INITIAL PER CAPITA COSTS By offering health insurance coverage to employees, retirees and their dependents, the Employer holds the responsibility for the total gross premium charged by the insurance carriers. These costs are partially offset by contributions from employees and retirees. While the total premium amount charged by the insurance companies for covering employees and pre-Medicare retirees and their dependents is the same without regard to the age or gender of the member, the true costs of medical and Rx coverage in any given year, depends on these factors. As the ages of employees, retirees and dependents in the covered population increase, so do their costs of benefits. Morbidity tables are employed to develop Per Capita Costs (PCC) at every relevant age. The PCC is the cost per person. The table below shows select values of age grading factors illustrating how medical costs increase with age of the member. These percentages are separate from the annual Trend, which operates to increase costs independent of and in addition to the Aging Factors. For example, in any single year a group of 46-year old males are expected to cost 6.40 % more than a group of 45-year old males. • Sa?nple WYlical/RX Cost Increase By Age Ages Male Femalc 30 1.86% 0.81% 35 4.45% 1.32% 40 6.11% 2.23% 45 6.40% 3.02% 50 5.87% 3.40% 55 4.96% 3.45% 60 4.17% 3.03% 65 3.23% 2.62% 70 2.41% 2.08% 75 1.67% 1.50% 80 1.02% 0.92% 85 0.47% 0.39% 90 0.00% 0.00% In the development of the PCC amounts, retirees and dependents age 65 and older are assumed to be Medicare- eligible. Furthermore, the following assumptions have been made: Factors used in PCC DeNclopmcnt General Fire Police % of Claims Paid by Medicare 50% 50% 50% Antiselection Load 10% 10% 5% Retirement Status Load 15% 15% 15% is Amounts for each age/sex combination for this Valuation were developed based on the census data for the active and retired participants of the health plan. The number of subscribers included in the Actuarial Valuation may be slightly different from the number used to develop the Per Capita Costs. The present distribution of subscribers for this purpose is summarized below. GRS Gabriel Roeder Smith & Company -12- Item # 13 Attachment number 2 Page 46 of 81 I L_J • • Number of Subscribers Coverage General Police HMO PPO POS Active Retired Active Retired Active Retired Single 399 36 33 7 99 16 Family/Spouse 492 15 54 0 182 24 Hire HMO POS PPO Active Retired Active Retired Active Retired Single 64 13 3 3 0 4 Family/Spouse 109 23 0 0 1 5 The total cost of premiums paid to the insurance carrier expected for each covered employee group for the coming year was allocated by age/gender, based upon the age/gender distribution each group's plan members and the morbidity tables above. This procedure resulted in a table of age/gender-specific initial Per Capita Costs for the coming year. Monthl.N 1'er Capita Cost BN AgelScx General Fire Police Sample Ales 11111e Female Male Female Male Female Not N7cYlicarc haigible Retiree s and Wimnde nts 40 $ 253.98 $ 397.92 $ 256.25 $ 401.47 $ 242.25 $ 379.53 45 345.08 451.76 348.16 455.80 329.13 430.89 50 466.85 528.98 471.03 533.71 445.29 504.54 55 610.17 627.20 615.63 632.81 581.98 598.22 60 766.55 736.83 773.40 743.41 731.14 702.78 64 892.23 827.01 900.21 834.40 851.01 788.80 Meilicam-Eli oble Retire-es and Dependents 65 $ 461.97 $ 425.41 $ 466.09 $ 429.21 $ 439.97 $ 405.15 70 532.87 479.16 537.63 483.44 507.50 456.34 75 591.58 525.01 596.86 529.70 563.41 500.01 80 634.29 559.11 639.96 564.10 604.09 532.49 85 659.66 579.15 665.55 584.32 628.25 551.57 90 665.76 582.53 671.70 587.73 634.05 554.79 GRJ Gabriel Roeder Smith & Company -13- Item # 13 Attachment number 2 Page 47 of 81 The graphs below illustrate the expected monthly Per Capita Costs (PCC) applicable to current retirees and their spouses in the coming year. Total published premium for the current year is also shown. For ages 65 and over, the PCC shown is applicable to retirees enrolled into Medicare Parts A and B. For clarity, premium applicable to a spouse is not presented on the graph. The spread between the Per Capita Cost and the premium actually collected from retiree is the expected monthly cost incurred by the Employer when providing medical coverage to a particular retiree. $1,200 Expected Monthly Per Capita Cost For Retired General Employees and Spouses on the Next Valuation Date $1,000 I - $800 ?(h $600 I t*,*"vr'" $400: $200 • 50 55 60 65 70 75 80 85 90 Member's Current Age --0 Male PCC ° Female PCC - -Retiree Premium - - - -- - Irk U GRS Gabriel Roeder Smith & Company -14- Item # 13 Attachment number 2 Page 48 of 81 C. • 0 Expected Monthly Per Capita Cost For Retired Police Officers and Spouses on the Next Valuation Date $1,200 _ .. ...a m .. _?..._-.......__. _.- a__.W ......v__g .. __ _v .._.__._v _. .__.._.._. _?_ wv. $1,000 $800 $600 $400 $200 i $- 50 55 60 65 70 75 80 85 g0 Member's Current Age -? - Male PCC r? Female PCC - Retiree Premium GRS Gabriel Roeder Smith & Company -15- Item # 13 Expected Monthly Per Capita Cost For Retired Firefighters and Spouses on the Next Valuation Date Attachment number 2 Page 49 of 81 SECTION D ACTUARIAL ASSUMPTIONS AND METHODS n ?J • Item # 13 Attachment number 2 Page 50 of 81 • ACTUARIAL., ASSUMPTIONS AND METHODS Actuarial Valuation Date: October 1, 2006 for employee and retiree population purposes, for development of per capita cost purposes and for valuation purposes. Actuarial Cost Method: Entry Age Normal Cost Method with an increasing Normal Cost pattern consistent with the salary increase assumptions. Amortization Period and The Unfunded Actuarial Accrued Liability, as calculated pursuant Method: to the Individual Entry Age Actuarial Cost Method, is amortized as a level percent of payroll over a 30 year period. The assumed rate of payroll growth is a weighted average of such rates used in pension valuations and is equal to 5.06%. GASB Statement No. 45 requires that any such payroll growth assumption be based upon no increase in the number of active employees covered by the plan. Investment Discount Rate: Since there are currently no invested plan assets held in trust to finance the OPEB obligations, the investment return discount rate is the long-term expectation of investment return on assets held in City funds pursuant to its Investment Policy. The City has selected 4.75% compounded annually. Mortality Tables: Mortality tables are used to measure the probabilities of participants dying before and after retirement. These are based on the 1983 Group Annuity Mortality Tables set back 0 years for men and 6 years for women as used by the Pension Plan Actuary. Rates of Termination from These rates do not apply to participants eligible to retire and do not Active Employment: include separation on account of death and disability. Termination rates are used to measure the probabilities of participants terminating employment for other reasons. The following table shows termination rates for select ages: Sample ]'cars of 'I erminating Within .Nest Year lges scrN ice (icncril fire Police All 0 40.00% 10.00% 12.00% 1 25.00% 7.00% 9.00% 2 15.00% 5.00% 7.00% 3 10.00% 4.00% 5.00% 4 7.00% 3.50% 4.50% 20 5 & Up 6.00% 3.50% 4.50% 30 6.00% 2.90% 3.90% 40 6.00% 0.60% 0.90% 50 1.50% 0.50% 0.50% 60 1.50% 0.50% 0.50% • GRS Gabriel Roeder Smith & Company -16- Item # 13 Attachment number 2 Page 51 of 81 0 Rates of Disability: Rates of Retirement: 0 r Disability rates are used to measure the probabilities of active participants becoming disabled. Table below presents disability rates for select ages. Sample Becoming; Disabled Within Next Year Ales General hire Male Female Male Female Malc I enralr 20 0.02% 0.02% 0.15% 0.06% 0.15% 0.06% 25 0.02% 0.02% 0.18% 0.10% 0.18% 0.10% 30 0.04% 0.04% 0.20% 0.15% 0.20% 0.15% 35 0.06% 0.06% 0.29% 0.27% 0.29% 0.27% 40 0.16% 0.16% 0.42% 038% 0.42% 0.38% 45 0.19% 0.19% 0.65% 0.57% 0.65% 0.57% 50 0.31% 0.31% 1.05% 0.91% 1.05% 0.91% 55 0.71% 0,71% 1.84% 1.54% 1.84% 1.54% The mortality table is set forward 10 years for projecting disability costs. 100% of the expected disability benefits paid to general employees were assumed to be non-duty related. For Police Officers and Firefighters, it is assumed that 50% of disabilities are duty-related. These rates are used to measure the probabilities of eligible members retiring during the next year. "o Retiring Within Ncet fear Fire Years of Gcncral Sample Ages S0& ]5 of SS&10 26 and 00 scrsice 50 15.00% 50.00% 50.00% 26 51 10.00% 20.00% 20.00% 27 52 10.00% 15.00% 100.00% 28 53 10.00% 15.00% 54 10.00% 15.00% 55 10.00% 15.00% 56 10.00% 15.00% 57 10.00% 15.00% 58 10.00% 20.00% 59 10.00% 30.00% 60 10.00% 100.00% 61 10.00% 62 30.00% 63 10.00% 64 10.00% 65 60.00% 66 30.00% 67 40.00% 68 50.00% 69 90.00% 70 100.00% GRS Gabriel Roeder Smith & Company -17- Item # 13 Attachment number 2 Page 52 of 81 • Retiring NN'ithin Next Year Police Years of Sample Ages Early 50&-20 or 5S& 10 6 & Out service 50 5.00% 30.00% 50.00% 25 51 5.00% 15.00% 50.00% 26 52 5.00% 15.00% 20.00% 27 53 5.00% 15.00% 20.00% 28 54 5.00% 15.00% 20.00% 29 55 50.00% 100.00% 30 56 50.00% 57 50.00% 58 50.00% 59 50.00% 60 100.00% DROP Retirements: It is assumed that 50% of Police Officers first becoming eligible for Normal Retirement will DROP (and 50% will not). Retirement rates among employees who DROP are a percentage of the rates indicated above. These percentages are as follows: Factors for Calculating Retirement Ratcs for DROP Participants fear in DRt)I' of regular rate 1 50% 2 70% 3 87% 4 100% 5 N/A* * - employee must retire by the end of the 5`h year in the program Coverage Acceptance Rates: Not everyone who retires will accept coverage and pay the required premium upon retirement. Following are the assumptions as to future Medical Coverage Acceptance Rates. Acceptance and Lapsing rate General Fi re Po lice Ret Only Ret + I Ret Only Ret + I Ret Only Ret + 1 At Retirement (before age 65) At Retirement (age 65 and after) 30% 12% 10% 4% 30% 3% 40% 4% 20% 7% 20% 7% Lapsing at age of 65 Continuation of Survivors 60% N/A 60% 0% 90% N/A 90% 0% 65% N/A 65% 0% • Expenses: Expenses are included in the Per Capita Costs. CGRS Gabriel Roeder Smith & Company -18- Item # 13 Attachment number 2 Page 53 of 81 • Average Premium (as of Valuation Date) General Fire Police Member Non-Medicare Medicare Non-Medicare Medicare Non-Medicare Medicare Retiree Spouse $ 391.00 $ 392.00 $ 391.00 $ 392.00 $ 305.00 $ 345.00 $ 437.00 $ 577.00 $ 322.00 S 342.00 S 322.00 $ 342.00 • Marital Status: Eighty percent (80%) of active participants who meet the age and service requirements for pre-retirement survivor benefits are assumed to be married. Wives are assumed to be three (3) years younger than their husbands. Per Capita Costs: As described in a previous section of this Report, expected monthly per capita (or per person) costs were developed for the year following the Actuarial Valuation Date. Expected Retiree Members are required to make monthly contributions in order to Contributions: maintain their coverage. For the purpose of this Valuation a weighted average has been used with weights derived from the current distribution of members among plans offered. Such average expected retiree premium contributions for the first year are shown in the table below. Health Care Cost Trend Rates: Monthly Per Capita Costs for Medical and Rx benefits are assumed to increase each year according to the rates set forth in the following table. For example, the Per Capita Costs applicable to retired General employees in 2007 are expected to increase 6.7% over the Per Capita Costs in 2006, while the Per Capita Cost in 2008 are expected to increase by 14% to due to higher claims costs. Annual Increase Hates General Fire Police Year MedicaliRx Contribution Nledical/Rx Contribution Nledical/Rx Contribution 2006 6.7% 6.7% 5.0% 17.0% 9.0% 9.0% 2007 14.0% 14.0% 8.5% 8.5% 8.5% 8.5% 2008 8.0% 8.0% 8.0% 8.0% 8.0% 8.0% 2009 7.5% 7.5% 7.5% 7.5% 7.5% 7.5% 2010 7.0% 7.0% 7.0% 7.0% 7.0% 7.0% 2011 6.5% 6.5% 6.5% 6.5% 6.5% 6.5% 2012 6.0% 6.0% 6.0% 6.0% 6.0% 6.0% 2013 5.5% 5.5% 5.5% 5.5% 5.5% 5.5% 2014 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% Thereafter, 4.5% 4.5% 4.5% 4.5% 4.5% 4.5% C GRS Gabriel Roeder Smith & Company -19- Item # 13 Attachment number 2 Page 54 of 81 • is • MISCELLANEOUS AND TECHNICAL ASSUMPTIONS Pay Increase Timing: End of (fiscal) year. This is equivalent to assuming that reported pays represent amounts paid to members during the year starting on the valuation date. Decrement Timing: Decrements of all types are assumed to occur at the middle of the year. Eligibility Testing: Eligibility for benefits is determined based upon the age nearest birthday and service nearest whole year on the date the decrement is assumed to occur. Decrement Relativity: Decrement rates are treated as absolute rates of decrement. Adjustments: None. Decrement Operation: All decrements operate simultaneously. Disability and termination rates cease upon eligibility for normal or early retirement. GRS Gabriel Roeder Smith & Company -20- Item # 13 Attachment number 2 Page 55 of 81 0 • • DEFINITIONS OF TECHNICAL TERMS Actuarial Accrued Liability: The difference between the actuarial present value of future benefit payments and the actuarial present value of future normal costs. Also referred to as "accrued liability" or "past service liability." Actuarial Assumptions: Estimates of expected future experience with respect to rates of mortality, disability, turnover, retirement, rates of investment income and salary increases, rates of coverage acceptance, trend, aging, etc. Actuarial Cost Method: A mathematical budgeting procedure for allocating the dollar amount of the "actuarial present value of future benefit payments" between future normal costs and actuarial accrued liabilities. Sometimes referred to as the "actuarial funding method" or "actuarial valuation cost method Actuarial Present Value: The amount of funds currently required to provide a payment or series of payments in the future. It is determined by discounting future payments at predetermined rates of interest, and by probabilities of payment. Also referred to as "present value." Amortization: Paying off an interest-discounted amount with periodic payments of interest and principal -- as opposed to paying it off with a lump sum payment. Experience Gain (Loss): The difference between actual actuarial costs and assumed actuarial costs - - during the period between two valuation dates. Normal Cost: The actuarial cost allocated to the current year by the actuarial cost method. Sometimes referred to as "current service cost." Unfunded Actuarial Accrued The difference between actuarial accrued liability and the Liability: actuarial value of plan assets. Sometimes referred to as "unfunded past service liability," "unfunded accrued liability," or "unfunded supplemental present value." GRS Gabriel Roeder Smith & Company -21- Item # 13 Attachment number 2 Page 56 of 81 • SECTION E SUMMARY OF SUBSTANTIVE PLAN PROVISIONS • • Item # 13 Attachment number 2 Page 57 of 81 SUMMARY OF SUBSTANTIVE PLAN PROVISIONS GENERAL EMPLOYEES AS OF OCTOBER 1, 2006 ELIGIBILITY FOR RETIREE BENEFITS Any General Employee of the City of ABC who satisfies the Vesting, Disability, Early, or Normal Retirement provisions of the applicable Retirement Plan may be eligible for certain post-employment benefits. The following presents the eligibility requirements for retirement under the City's Restated Employees' Defined Benefit Retirement System and the 401(a) Defined Contribution Plan: DB PLAN VESTING RETIREMENT All members are 100% vested as of September 10, 1997. However, there are no OPEBs available after termination of employment, unless employee satisfies eligibility requirements for any of the other retirement benefits listed below. DISABILITY There is no service credit requirement. SURVIVORSHIP There is no service credit requirement. EARLY RETIREMENT Members may retire with a reduced pension benefit upon attaining age 55 (age 50 for members hired prior to October 1, 1970). • NORMAL RETIREMENT The earliest of (i) the attainment of age of 55 with completed 25 years of service (age 50 for members hired prior to October 1, 1970), (ii) the attainment of age of 60 regardless of service, or (iii) completion of 30 years of credited service. DC PLAN NORMAL RETIREMENT Attainment of age of 55 regardless of service. Terminating participants may elect to have the distribution of their accounts commence prior to that age; however, OPEBs will not be available to employees unless termination occurs after age 55. Long Term Disability insurance is not considered retirement for participants of the DC Plan; nevertheless, employees utilizing its benefits have OPEBs available to them just like retirees. The post-employment benefits include (a) continued coverage for the retiree and dependent in the Medical/Prescription Plan, (b) continued coverage under the Dental Plan, (c) continued coverage under the Vision Plan, and (d) continued coverage under the group Life Insurance Plan. These coverages are all fully insured. HEALTH-RELATED BENEFITS Eligible retirees may choose among the same Medical Plan options available for active employees of the City. Dependents of retirees may be covered at the retirees' option the same as dependents of active employees. Prescription Drug coverage is automatically extended to retirees and their dependents who continue coverage under any one of the Medical Plan options. Covered retirees and their dependents are subject to all the same Medical and Prescription Drugs benefits and rules for coverage as are active employees. Retirees and their • dependents who are over age 65 are not required to enroll in Part B under Medicare in order to remain covered GRS Gabriel Roeder Smith & Company -22- Item # 13 Attachment number 2 Page 58 of 81 • under the program. However, the Plan pays as if secondary to Medicare for all claims otherwise covered by Medicare. Continued coverage in the City's Dental and Vision Plans is available to all retirees and their dependents under the same terms as for active employees. Results presented in this report are based on the healthcare plan design in effect as of October 1, 2006. 0 RETIREE CONTRIBUTIONS FOR MEDICAL/PRESCRIPTION, DENTAL AND VISION BENEFITS All retirees must pay the required premium presented below in order to continue coverage for themselves and/or their dependents after retirement. The following chart presents the current (as of January 1, 2007) premium contributions required to be paid by retirees for continued coverage. Coverage for children of retirees is available (until their limiting age). However, for measuring the long term costs, the relatively few children covered by retirees, coupled with the short duration of their coverage remaining, results in costs that are not material in the long term. Consequently, only spouses are included in the chart below. Premiums Paid by Retirees* as of January 1, 2007 Plan HMO PPO DMO DMO Dental Vision CS150 AVF3 PPO Retiree Only $ 380.89 $ 682.43 $ 11.94 $ 16.36 $ 35.14 $ 4.48 Retiree and $ 798.86 $1,467.71 $ 20.52 $ 28.12 $ 69.28 $12.80 Spouse * Regardless of Medicare eligibility. SURVIVORSHIP BENEFITS No benefit (other than COBRA coverage) is offered to surviving dependents of either active employees or retirees. DENTAL AND VISION PLANS Dental and vision benefits for active employees and their dependents are voluntary and fully paid by the retiree. Consequently, dental and vision benefits are not Employer-provided in any sense and are not considered as Other Post-Employment Benefits for the purposes of GASB Statement No. 45. COBRA BENEFITS Former employees, retirees, and dependents may be eligible for extended benefits under COBRA, regardless of the terms of the employer's Other Post-Employment benefits. COBRA benefits are not considered as Other Post-Employment Benefits for the purposes of GASB Statement No. 43 and 45. LIFE INSURANCE Retiring employees have an option of continuing participation in the Employer sponsored group life program. The cost of insurance to the retiree is $2.30 per month for a policy with a face value of $10,000. Retired • employees retiring prior to October 1, 1998 who elected life insurance, receive a benefit of $7,500, at a cost of $1.73 per month. GRS Gabriel Roeder Smith & Company -23- Item # 13 Attachment number 2 Page 59 of 81 0 FUNDING VEHICLE There is no separate trust through which benefits for retirees are funded. No assets are currently accumulated or earmarked for this purposes. All approved benefits are paid from the Employer's general assets when due. TERMINATION AND AMENDMENT The Other Post-Employment Benefits are extended to retirees and continued at the discretion of the City, which reserves the right (subject to State Statute and any collective bargaining agreements) to change or terminate benefits and to change contributions required from retirees in the future as circumstances change. • • GRS Gabriel Roeder Smith & Company -24- Item # 13 Attachment number 2 Page 60 of 81 SUMMARY OF SUBSTANTIVE PLAN PROVISIONS FIREFIGHTERS AS OF OCTOBER 1, 2006 ELIGIBILITY FOR RETIREE BENEFITS Any Firefighter employed by the City of ABC who satisfies the Vesting, Disability, or Normal Retirement provisions of the applicable Retirement Plan may be eligible for certain post-employment benefits. The following presents the eligibility requirements for retirement under the City's Firefighters' Pension Plan. VESTING RETIREMENT Full vesting starts after 10 years of creditable service. However, there are no OPEBs available after termination of employment, unless employee satisfies eligibility requirements for any of the other retirement benefits listed below. DISABILITY Line of Duty: Members are eligible if totally and permanently disabled during the actual performance of duty. There is no service credit requirement. Non-Duty: Members are eligible if totally and permanently disabled after completing at least 5 years of creditable service. SURVIVORSHIP Line of Duty: There is no service credit requirement. Non-Duty: At least 5 years of creditable service for eligibility. NORMAL RETIREMENT The earliest of (i) the attainment of age of 55 with completed 10 years of service, (ii) the attainment of age of 50 with 15 years of creditable service, or (iii) completion of 26 years of credited service. DROP RETIREMENT The Deferred Retirement Option Program (DROP) is no longer available to members. A Backwards Deferred Retirement Option Plan has been introduced instead, but this option has no bearing on the Other Post-Employment Benefits. The post-employment benefits include (a) continued coverage for the retiree and dependent in the Medical/Prescription Plan, (b) continued coverage under the Dental Plan, (c) continued vision coverage and (d) continued coverage under the group Life Insurance Plan. HEALTH-RELATED BENEFITS Eligible retirees may choose among the same Medical Plan options available for active employees of the City. Dependents of retirees may be covered at the retirees' option, the same as dependents of active employees. Prescription Drug coverage is automatically extended to retirees and their dependents who continue coverage under any one of the Medical Plan options. Covered retirees and their dependents are subject to all the same Medical and Prescription Drugs benefits and rules for coverage as active employees. Retirees and their dependents who are over age 65 are not required to enroll in Part B under Medicare in order to remain covered under the program, however, the Plan pays as if secondary to Medicare for all claims otherwise covered by Medicare. Continued vision and dental coverage are available to all retirees and their dependents under the same terms as for active employees. Results presented in this report are based on the healthcare plan design in effect as of October 1, 2006. • GRS Gabriel Roeder Smith & Company -25- Item # 13 Attachment number 2 Page 61 of 81 • RETIREE CONTRIBUTIONS FOR MEDICAL/PRESCRIPTION, DENTAL AND VISION BENEFITS 1] All retirees must pay the required premium presented below in order to continue coverage for themselves and/or their dependents after retirement. The following chart presents the current (as of April 1, 2007) premium contributions required to be paid by retirees for continued coverage. This premium is paid to the ABC Firefighters Benefit Fund for Firefighters, which provides access to the coverage for all active and retired firefighters of the City. A retiree's health insurance subsidy payment provided through the Retiree Health Trust may be directed toward the payment of these amounts. Coverage for children of retirees is available (until their limiting age). However, for measuring the long term costs, the relatively few children covered by retirees, coupled with the short duration of their coverage remaining, results in costs that are not material in the long term. Consequently, only spouses are included in the chart below. Premiums Paid by Retirees as of April 1, 2007 Plan HMO POS PPO Dental Vision Retiree Only $ 315.66 $ 364.37 $ 507.85 $ 23.77 $ 3.65 Retiree and Spouse $ 664.32 $ 905.80 $ 1,178.23 $ 58.44 $ 8.77 Medicare Retiree* N/A N/A $ 507.85 $ 23.77 $ 3.65 Retiree and Spouse on Medicare* N/A N/A $ 1178.23 ' $ 58.44 $ 8.77 * If either Retiree or the Spouse becomes Medicare eligible, PPO becomes the only available plan. SURVIVORSHIP BENEFITS No benefit (other than COBRA coverage) is offered to surviving dependents of either active employees or retirees. DENTAL AND VISION PLANS Dental and vision benefits for active employees and their dependents are voluntary and fully paid by the retiree. Consequently, dental and vision benefits are not Employer-provided in any sense and are not considered as other post-employment benefits for the purposes of GASB Statement No. 45. COBRA BENEFITS Former employees, retirees and dependents may be eligible for extended benefits under COBRA, regardless of the terms of the employer's other post-employment benefits. COBRA benefits are not considered as other post- employment benefits for the purposes of GASB Statement No. 43 and 45. LIFE INSURANCE Retiring employees have an option of continuing participation in the Employer sponsored group life program. The cost of insurance to the retiree is $5.75 per month for a policy with a face value of $25,000. This is a subsidized benefit. This life insurance coverage is not part of the ABC Firefighters Benefit Fund, but provided directly through the City's group life plan. GRS Gabriel Roeder Smith & Company -26- Item # 13 Attachment number 2 Page 62 of 81 • FUNDING VEHICLE The Medical/Prescription, Dental and Vision benefits are provided through the ABC Firefighters Benefit Fund established pursuant to collective bargaining. This Trust does not qualify as a "trust or equivalent arrangement" according to GASB Statement No. 43/45. It is treated in a similar fashion as if it were an insurance company providing a fully insured policy to the City. The City also contributes to a Retiree Health Trust (VEBA) for firefighters which provides a certain level of subsidy toward the premium required from the Benefit Fund for continued retiree coverage. Assessing the GASB 43/45 impact of the benefits provided by this VEBA Trust is outside the scope of this Actuarial Valuation. TERMINATION AND AMENDMENT The post-employment benefits are extended to retirees and continued at the discretion of the City, which reserves the right (subject to State Statute and any collective bargaining agreements) to change or terminate benefits and to change contributions required from retirees in the future as circumstances change. E • GRS Gabriel Roeder Smith & Company -27- Item # 13 Attachment number 2 Page 63 of 81 SUMMARY OF SUBSTANTIVE PLAN PROVISIONS . POLICE OFFICERS AS OF OCTOBER 1, 2006 EARLY RETIREMENT Members may retire with a reduced pension benefit upon attaining age 50 and accrual of 10 years of creditable service. NORMAL RETIREMENT The earliest of (i) the attainment of age of 55 with completed 10 years of service, (ii) the attainment of age of 50 with 20 years of creditable service, or (iii) completion of 25 years of credited service. ELIGIBILITY FOR RETIREE BENEFITS Any Police Officer employed by the City of ABC who satisfies the Vesting, Disability, Early or Normal Retirement provisions of the applicable Retirement Plan may be eligible for certain post-employment benefits. The following presents the eligibility requirements for retirement under the City's Police Officers' Pension Plan: VESTING RETIREMENT Full vesting starts after 10 years of creditable service. However, there are no OPEBs available after termination of employment, unless employee satisfies eligibility requirements for any other retirement benefits listed below. DISABILITY Line of Duty: Members are eligible if totally and permanently disabled during the actual performance of duty. There is no service credit requirement. Non-Duty: Members are eligible if totally and permanently disabled after completing at least 5 years of creditable service. SURVIVORSHIP Line of Duty: There is no service credit requirement. Non-Duty: At least 5 years of creditable service for eligibility. DROP RETIREMENT DROP Participants are considered active employees while still in the DROP period. Upon actual retirement at the end of or during the DROP period the employee becomes eligible for certain post-employment benefit coverage. • The post-employment benefits include (a) continued coverage for the retiree and dependent in the Medical/Prescription Plan, (b) continued coverage under the Dental Plan, (c) continued coverage under the Vision Plan, and (d) continued coverage under the group Life Insurance Plan. HEALTH-RELATED BENEFITS Eligible retirees may choose among the same Medical Plan options available for active employees of the City. Dependents of retirees may be covered at the retirees' option, the same as dependents of active employees. Prescription Drug coverage is automatically extended to retirees and their dependents who continue coverage under any one of the Medical Plan options. Covered retirees and their dependents are subject to all the same Medical and Prescription Drugs benefits and rules for coverage as for active employees. Retirees and their dependents who are over age 65 are not required to enroll in Part B under Medicare in order to remain covered under the program, however, The Plan pays as if secondary to Medicare for all claims otherwise covered by Medicare. kJ" Gabriel Roeder Smith & Company -28- Item # 13 Attachment number 2 Page 64 of 81 Continued coverage in the City's Dental and Vision Plans is available to all retirees and their dependents under the same terms as active employees. Results presented in this report are based on the healthcare plan design in effect as of October 1, 2006. RETIREE CONTRIBUTIONS FOR MEDICAL/PRESCRIPTION, DENTAL AND VISION BENEFITS All retirees must pay the required premium presented below in order to continue coverage for themselves and/or their dependents after retirement. The following chart presents the current (as of January 1, 2007) premium contributions required to be paid by retirees for continued coverage. A retiree's health insurance subsidy payment provided through the Retiree Health Trust (VEBA) may be directed toward the payment of these amounts. Coverage for children of retirees is available (until their limiting age). However, for measuring the long term costs, the relatively few children covered by retirees, coupled with the short duration of their coverage remaining, results in costs that are not material in the long term. Consequently, only spouses are included in the chart below. Premiums Paid by Retirees* as of January 1, 2007 Member Med/Rx Dental Vision Retiree Only $ 351.06 $ 23.77 $ 4.48 Retiree and Spouse $ 724.34 $ 58.44 $ 12.80 0 * Regardless of Medicare eligibility. SURVIVORSHIP BENEFITS No benefit (other than COBRA coverage) is offered to surviving dependents of either active employees or retirees. DENTAL AND VISION PLANS Dental and vision benefits for active employees and their dependents are voluntary and fully paid by the retiree. Consequently, dental and vision benefits are not Employer-provided in any sense and are not considered as other post-employment benefits for the purposes of GASB Statement No. 45. COBRA BENEFITS Former employees, retirees, and dependents may be eligible for extended benefits under COBRA, regardless of the terms of the employer's other post-employment benefits. COBRA benefits are not considered as other post- employment benefits for the purposes of GASB Statement No. 43 and 45. LIFE INSURANCE Retiring employees have an option of continuing participation in the Employer sponsored group life program. The cost of insurance to the retiree is $5.75 per month for a policy with a face value of $25,000. 0 GRS Gabriel Roeder Smith & Company -29- Item # 13 Attachment number 2 Page 65 of 81 FUNDING VEHICLE The City contributes to a Retiree Health Trust (VEBA) for police officers which provides a certain level of subsidy toward the premium required from the City for continued retiree coverage. Assessing the GASB 43/45 impact of the benefits provided by this VEBA Trust is outside the scope of this Actuarial Valuation. TERMINATION AND AMENDMENT The post-employment benefits are extended to retirees and continued at the discretion of the City, which reserves the right (subject to State Statute and any collective bargaining agreements) to change or terminate benefits and to change contributions required from retirees in the future as circumstances change. • • GRS Gabriel Roeder Smith & Company -30- Item # 13 Attachment number 2 Page 66 of 81 I• 1 LJ • • APPENDIX F SAMPLE EMPLOYEE BENEFIT STATEMENT Item # 13 Attachment number 2 Page 67 of 81 SAMPLE RETIREMENT SYSTEM A Personalized Employee Benefit Statement Prepared for J. Participant 1. Statement date .................................................................................. October 1, XXXX 2. Your Reported Annual Salary on the Statement Date ..................................... $XX,XXX Your Normal Retirement Date ................................................................. July 1 XXXX If you have already reached your Normal Retirement Date, the calculations have been made as though you retired on the Statement Date. 4. If your salary remains at its current level and if you continue working for the employer until your Normal Retirement Date, the approximate monthly benefit payable from the plan will be ................................................................. $X,XXX This benefit will be the following percent of your Average Monthly Earnings....... XX% If you elect to receive an optional form of benefit that differs from the plan's normal form, your monthly payment will be adjusted accordingly. 5. You have already accrued a portion of your retirement benefit. Based on your service and salary up to the Statement Date, the approximate monthly benefit you have earned so far is ..................................................................... $X,XXX 0 6. Your vested interest in this accrued benefit is ............................................. XX /o If your current vested interest is 0% and if you continue working for the employer for a sufficient number of hours each year, you will become vested in the plan year ending ...................................................................................... N/A At that time, your vested interest will be .................................................... N/A Once you become vested to any extent you will be entitled to receive the vested portion of your accrued benefit even if you terminate employment before your Normal Retirement Date. However, you would have to leave your own contributions in the fund in order to receive this deferred, vested benefit. The vested benefit is payable at the date specified in the plan document. The total of your own contributions with interest on the Statement Date is........... $XXX,XXX * Fiscal year is October 1 through September 30 Prepared by Gabriel, Roeder, Smith and Company Item # 13 Please review the reverse side of this Statement for additional important information. Attachment number 2 Page 68 of 81 is Special Notes: a. Any Social Security benefit payable to you would be in addition to your benefit payable from the Plan. Persons covered by Social Security for at least 30 years who leave covered employment at age 65 and start receiving benefits at that time generally receive from 30% to 45x/0 of their preretirement salary from Social Security. Much smaller percentages would apply to workers whose preretirement salary exceeds the Social Security wage base. b. If you have already reached your Normal Retirement Date, the calculations have been made as though you retired on the Statement Date. c, The amounts shown on this Statement are estimates based on information submitted to the Plan's actuary. While great care has been taken to produce correct figures, there is no warranty of complete accuracy. Exact benefits will be computed at your date of termination or retirement. d. The Plan provides benefits for a number of different situations. You are encouraged to review your own Plan description or the Plan documents for details. e. "Policies Are the Last Word. Although we have exercised great care to make this report accurate, the availability and amount of benefits will be governed entirely by the provisions of the legal documents under which the benefits are provided, as in effect at the time." • • Item # 13 Attachment number 2 Page 69 of 81 • APPENDIX G GRS INSIGHT (MAY 2009): "THE GASB' S INVITATION TO COMMENT ON PENSION ACCOUNTING AND REPORTING STANDARDS" 40 0 Item # 13 Attachment number 2 Page 70 of 81 0 The GASB's Invitation to Com- ment presents the conceptual framework that the GASB will use to evaluate potential changes in accounting and reporting stan- dards for public pensions and possibly other postemployment benefits. To respond effectively, it is im- portant to understand the GASB's framework and to address the issues raised. These discussions will likely play a significant role in shaping state and local government pensions and other postemployment ben- efits for at least the next decade. GRS lnsightis puHli hcd batGatariel, Ro Oki-, Smith t? Compony. Tluc information promdcd is not intelittol n> lcgal, income tax, or invcstmcnt advice or opinion. AIticle: attributcd to indiuiafaaals do not ua a saril y wflect tha, uicu,s of GRS as im oa4aniaation. GASB's Invitation Comment on Pension Accounting and Reporting Standards On March 31, 2009, the Governmental Accounting Standards Board (GASB) issued its Invitation to Comment (ITC) on potential changes in accounting and financial reporting standards related to public pen- sions. The ITC is an early step in the GASB's project to review these standards, and is intended to encourage comments from interested parties before the GASB begins its formal deliberations. Written com- ments are due to the GASB by July 31, 2009, and a public hearing is scheduled during the Board's regular meeting on August 26, 2009. This article summarizes the ITC, along with various arguments suggested in the ITC for and against potential changes to the standards.z However, the article does not provide a detailed evaluation of the arguments, which will be done in a separate paper. Basically, the ITC requests comments on the following questions: • Should accounting and reporting standards for state and local government pensions be focused on the process by which the benefits are financed? On the process by which the benefits are incurred? Or both? • What should the measures of pension expense and liability be for governmental employers participating in defined benefit pension plans? 'The author wishes to thank Norman Jones, Brian Murphy, Chris Conradi, and Mary Ann Vitale at GRS, and Stephen Gauthier at the Government Finance Officers Association for their helpful comments on an earlier draft of this article. However, the author retains full responsibility for the accuracy of the information provided. ' While the ITC presents arguments for and against proposed changes in accounting stan- dards, these arguments do not necessarily reflect the GASB's position. Rather they sum- marize positions presented to the GASB during its research on the potential changes. 2009 Gabriel Roeder Smith & Company Item # 13 By Paul Zorn, Director of Governmental Research' In This Issue Gabriel, Roeder, Smith & Company Attachment number 2 Page 71 of 81 2 GRS Insight 5/09 • • What actuarial cost method should be used to determine the employer's "unfunded accrued benefit obligation?" What discount rate? • Should a range of actuarial cost methods be allowed for determining the unfunded accrued benefit obligation? Should the unfunded obligation be immediately recognized or amortized over future periods? Should asset smoothing be allowed? • Are cost-sharing multiple-employer pen- sion plans sufficiently different from single- employer and agent multiple-employer plans to warrant different accounting and reporting standards for participating employers? • Should state and local pension plans recognize the accrued benefit obligation in their financial statements? Should they provide an annual statement of changes in the unfunded accrued benefit obligation? Project Objectives and Evaluation Criteria The ITC is presented in seven chapters. The first chapter provides background information on the project, including its objectives and the key criteria used to evaluate potential changes. The project's primary objective is to comprehensively reexamine the accounting and financial reporting standards for state and local government pensions and other postemployment benefits.' To do this, the GASB will review the standards presented in GASB State- ments 25 and 27, published in 1994, and amended by Statement 50 in 2007. In evaluating alternative accounting and reporting approaches, the GASB will consider the following criteria.4 3 The ITC specifically addresses pension benefits. However, be- cause the GASB sees pension benefits as conceptually similar to retiree health care and other postemployment benefits (OPEB), the decisions related to the pension standards will likely play an im- portant role in the decisions related to the OPEB standards. 0 The criteria are further discussed in GASB Concepts Statements and 4. Accountability. This is considered the primary objective of governmental accounting and finan- cial reporting, and stems from the duty of public officials to provide constituents with an accurate accounting of financial transactions. Decision Usefulness. This reflects the extent to which financial reports provided users with the information they need to make informed deci- sions. Governmental report users reflect a broad range of stakeholders, including: citizens, legisla- tive and oversight bodies, investors and creditors, plan members and beneficiaries, plan trustees, and others. Related decisions include: determining the size of pension benefits and total compensa- tion offered to employees; evaluating the cost of benefit changes; funding the benefits; determining the plan's funded status and progress; assessing the employer's overall economic condition and credit worthiness; determining the overall cost of government services; and allocating plan assets for investment purposes. Interperiod Equity. Another criterion is how well the financial information helps report users evalu- ate interperiod equity. As discussed in the ITC, interperiod equity is achieved when the costs of cur- rent services are borne by current taxpayers rather than shifted to future taxpayers. However, the ITC also notes that interperiod equity is "not a goal that is expected to be met for any period of time," but is "a relevant metric to assess accountability. 115 Comment: In GASB Statement 27, interpe- riod equity is considered achieved when annual contributions for normal costs are determined as a level percent of payroll over time.' More recently, however, some have argued that leveling pension costs as a per- cent of payroll does not allocate the current pension cost for service to the current year and, therefore, does not reflect interperiod s GASB Concepts Statement No. 4, paragraph 27. e GASB Statement 27, paragraph 97. "The level contribution design facilitates budgeting of pension contributions and is consistent with the budgetary concept of intergenerational equity in terms of the burden on citizens." © 2009 Gabriel Roeder Smith & Company Item # 13 Attachment number 2 Page 72 of 81 GRS Insight 5/09 3 • equity. This difference in focus is a key fea- ture in the debate over pension accounting and reporting standards. Current Pension Accounting and Reporting Standards for Governmental Employers Most of the ITC examines accounting and reporting standards for employers participating in single- employer or agent multiple-employer public pen- sion plans.' Essentially, these employers are solely responsible for funding the benefits promised to plan members. Generally, accounting and reporting standards es- tablish how financial transactions are defined and measured (e.g., what constitutes an "expense" or "liability") and where the measures are displayed in financial reports (e.g., in the financial statements, notes to the financial statements, or as required supplementary information). Before discussing the ITC, it would be useful to briefly review the GASB's current accounting and reporting standards Wor such employers. Current Governmental Standards. Under cur- rent standards, pension accounting measures are closely related to pension financing measures. The employer's pension expense is the employer's "annual pension cost" determined using the same actuarial methods and assumptions that are used to fund the plan. The annual pension cost consists of the employer's annual required contribution (ARC), plus certain adjustments if the employer has con- tributed more or less than the ARC over time. The ARC, in turn, is the actuarially determined cost of benefits earned in a given year (the "normal cost") plus the amortization of any unfunded actuarial accrued liabilities over time.' 'As the name implies, a single-employer plan is a plan sponsored by a single employer. An agent multiple-employer plan is a col- lection of single-employer plans that are administered together. In either case, the employer is solely responsible for funding the benefits promised to its plan members. By contrast, a cost-sharing multiple-employer plan spreads the benefit costs among multiple employers. •8 While the ARC may not be less than zero, the standards do not otherwise require a minimum ARC. The GASB standards set certain constrains on the actuarial methods and assumptions that can be used, including: • Six actuarial cost methods are acceptable. For the most part, in determining the annual normal cost of benefits, these methods include projected future salary and future service.' • The assumed rate of investment return must reflect the long-term expected return on the plan's investments. This rate is also used as the discount rate to determine the present value of plan liabilities. • The period for amortizing unfunded actuarial liabilities is limited to 30 years. • The actuarial value of plan assets must be market-related; however, investment gains and losses may be averaged over time to smooth the impact of investment volatility on the plan's funded levels and contribution rates. The employer's pension liability, if any, is the dif- ference between the employer's annual pension cost and the employer's actual contributions to the plan, accumulated over time. In essence, it reflects the difference between the employer's actuarially required contributions and actual contributions. This liability is referred to as the "net pension ob- ligation" (NPO) and is reported in the employer's financial statements. The current standards also require employers participating in single-employer and agent plans to report extensive information about the plan in the employer's annual financial report. This in- formation is disclosed in the notes to the financial statements and includes (but is not limited to): a 9 The six acceptable actuarial cost methods are entry age, frozen entry age, attained age, frozen attained age, aggregate and pro- jected unit credit. A seventh method, the unit credit cost method, excludes both projected future salary and service. Under current GASB standards, the unit credit method is only acceptable for plans in which accumulated benefits are not affected by future sal- ary levels. (GASB Statement 27, footnote 8) © 2009 Gabriel Roeder Smith & Company Item # 13 Attachment number 2 Page 73 of 81 GRS Insight 5/09 0 description of the plan; annual required contribu- tions; actual contributions; actuarial value of plan assets; actuarial accrued liability; funded status; and related actuarial methods and assumptions. Private-Sector Standards. By contrast, private- sector accounting standards primarily focus on the process by which the employer incurs a pen- sion obligation as a result of employee service to date. As established by the Financial Accounting Standards Board (FASB), private-sector standards allow only one actuarial cost method to be used for accounting purposes, compared with the six actuarial methods allowed by the GASB.10 measured and reported in the employer's annual financial reports? Chapter 2 of the ITC discusses the two different ways of viewing pensions from an accounting and reporting perspective. The first is by focusing on the process through which the employer finances the benefits (referred to the "Financing Focus"). The second is by focusing on the process through which the employer incurs an obligation for ben- efits as a result of employee's service (referred to here as the "Incurrence Focus"). The ITC requests comments on whether governmental accounting and reporting standards should focus on one or the other of these processes, or both. In determining the pension cost, the FASB stan- dards limit the maximum amortization period to the expected remaining service period for active employees, compared with 30 years under the GASB standards. In determining the pension liabil- ity, the FASB standards use the unfunded projected benefit obligation and recognize it in the employer's ,financial statements. Under the GASB's rules, the employer's unfunded obligation is disclosed in the notes to the financial statements, but not in the financial statements themselves. The Focus of Public Pension Accounting and Financial Reporting In discussing potential changes to current stan- dards, the ITC begins by providing a broad concep- tual framework and then progressively narrows the discussion to address various details. The GASB starts by asking: • What should be the focus of pension accounting and reporting for state and local government employers participating in single-employer and agent plans? What processes and transactions associated with the pension benefits should be 10 FASB Statements 87 and 158 require the projected unit credit method, which produces a "projected benefit obligation" reflecting W he cost of benefits earned to date, including projected future salary ut excluding projected future service. Financing Focus. The GASB's standards essentially use the financing focus. This has been a long-stand- ing focus of pension accounting, even before the GASB was established. For example, private-sector accounting principles established in 1966 provided that pension costs should be related to the actuarial costs of funding the benefits." In 1979, the GASB's precursor organization issued a standard applying the 1966 principles to determining public pension expenses and liabilities.12 In 1994, GASB Statement 27 called for the pension cost to be determined us- ing the same actuarial cost method as used to fund the plan. As discussed in the ITC, there are several arguments for and against the financing focus, a few of which are presented below. Arguments For the Financing Focus • It harmonizes pension accounting with actuarial funding. • It provides a measure of the employer's pension cost that reflects the on-going nature of governments. • It reflects total pension costs while mitigating the impact of short-term fluctuations. "Accounting Principles Board (APB), Opinion 8, Accounting for the Cost of Pension Plans, 1966. Generally, under Opinion 8, the cost of pension benefits should reflect the actuarially determined contri- butions needed to fund the plan. 12 National Council on Governmental Accounting, Statement 1, Governmental Accounting and Financial Reporting Principles, 1979. Footnote 8 calls for governmental pension plan expenses and li- abilities to be recognized in conformity with APB Opinion 8. © 2009 Gabriel Roeder Smith & Company Item # 13 Attachment number 2 Page 74 of 81 GRS Insight 5/09 40 Arguments Against the Financing Focus • It does not provide specific information about the cost of benefits earned to date. It does not provide specific information about the current pension cost for service in the current year, since it levels contribution rates over time. Incurrence Focus. From this perspective, pen- sions and other postemployment benefits are part of an exchange transaction between the employer and employees related to total compensation. As employees earn benefits by virtue of their service, the employer incurs an obligation for the benefits earned to date. This approach is fundamentally different from the financing focus, since it would exclude pension costs associated with future service and possibly future salary. Arguments For the Incurrence Focus It focuses financial reporting on the exchange transaction. Determining the Employer's Pension Liability and Expense Chapter 3 of the ITC asks what quantities a gov- ernmental employer in a single-employer or agent plan should recognize as the "pension expense" and "pension liability" in its financial statements. As background, the ITC presents the following definitions: An obligation is "a social, legal, or moral requirement such as a duty, contract, or promise that compels one to follow or avoid a particular course of action." A liability is a present obligation requiring "a duty or responsibility to sacrifice resources that the government has little or no discretion to avoid." The ITC notes that an obligation generally becomes a liability when it is legally enforceable, such as in an exchange transaction. 13 ?• It reflects the employer's current position by measuring the liability for unfunded benefits earned to date. • It provides useful information related to employee compensation decisions. Arguments Against the Incurrence Focus It would inappropriately apply a short-term perspective to an on-going entity. • It could introduce misleading volatility into the measurements. • An expense is "a consumption of net assets ... by the government that is applicable to the reporting period." The GASB draws a distinction between amounts "recognized" in financial statements and amounts "disclosed" in the notes to the financial statements. To be recognized in financial statements, an item must be both: (1) an element of financial statements (e.g., an asset, liability, revenue, expense, etc.) and (2) measurable with sufficient reliability. The ITC discusses three alternative approaches to recogniz- ing the pension expenses and liabilities of govern- The financing focus is more consistent with public mental employers participating in single-employer pension funding and current GASB standards. and agent plans. Comment: To evaluate the arguments for or against possible changes in the accounting standards, the specific actuarial methods and assumptions would need to be defined. The use of certain methods and assumptions, especially with regard to the discount rate, could affect the results in a way that under- mines the standard's intended objectives. Alternative 1. The first alternative is the current approach, under which the employer's pension ex- pense is the annual pension cost and the employer's pension liability is the net pension obligation. 13 In addition, there are "constructive liabilities," which are created as a result of the government's conduct rather than a legal require- ment, provided there is little or no discretion to avoid sacrificing resources. © 2009 Gabriel Roeder Smith & Company Item # 13 Attachment number 2 Page 75 of 81 GRS Insight 5/09 Both the pension cost and pension liability are recognized in the employer's financial statements. However, the employer's "unfunded accrued ben- efit obligation" is not recognized in the financial statements, but rather is reported in the notes to the financial statements. As used in the ITC, the term "unfunded accrued benefit obligation" is intended to describe the employer's obligation for pension benefits attributable to past periods of service, but is not intended to imply a specific funding meth- odology.14 Arguments For Alternative 1 • The measure of pension expense accurately reflects the total cost of pensions over the long-term. are undefined. Consequently, it is difficult to evaluate the validity of the related argu- ments. Alternative 2. Under the second alternative, the employer's pension liability would be the employ- er's unfunded accrued benefit obligation and the employer's pension expense would be the change in the employer's unfunded accrued benefit obli- gation each year. Both would be recognized in the employer's financial statements. Arguments For Alternative 2 • It reflects the effects of the employment exchange on the employer's pension liability. • The net pension obligation is a useful measure of • The unfunded accrued benefit obligation meets the the liability. conceptual definition of a liability. • The unfunded accrued benefit obligation should Arguments Against Alternative 2 not be used as the liability, since it is based on assumptions about future events and so would not be measured with sufficient reliability. Arguments Against Alternative 1 • The unfunded accrued benefit obligation better meets the conceptual definition of liability and is measurable with sufficient reliability to warrant recognition. • By deferring the recognition of past service costs, Alternative 1 does not provide useful information about interperiod equity. Comment: As discussed earlier, arguments offered for and against the proposed alter- natives can only be evaluated after the ap- proaches are fully defined. As presented, the methods and assumptions related to the unfunded accrued benefit obligation "Unfortunately, this term is very similar to the term "unfunded accumulated benefit obligation" which implies the unit credit cost method. Consequently, if the term "unfunded accrued benefit obli- gation" is used in the standards resulting from this project, signifi- cant confusion could result. • It could result in financial statement volatility that is not relevant to government employers. Using different measures to determine the accounting liability and funding liability would create confusion among financial report users. Alternative 3. This alternative brings together elements of the first two alternatives. It would recognize the unfunded accrued benefit obligation as the employer's pension liability in the financial statements. In addition, it would recognize the employer's normal cost as the measure of expense. However, it could also allow for certain end-of-year adjustments that would amortize and defer com- ponents of the unfunded accrued benefit obligation applicable to future periods. Arguments For Alternative 3 It would allow amortization of costs related tofu ture periods while immediately recognizing certain costs related to past periods. © 2009 Gabriel Roeder Smith & Company Item # 13 Attachment number 2 Page 76 of 81 GRS Insight 5/09 7 • It offers common ground between Alternatives I and 2. Arguments Against Alternative 3 • Supporters of Alternative I argue that the unfunded accrued benefit obligation should not be recognized as the liability. Supporters of Alternative 2 argue that deferring any costs associated with past periods is inconsistent with interperiod equity. Measuring the Unfunded Accrued Benefit Obligation Chapter 4 examines possible ways of measuring the unfunded accrued benefit obligation for financial reporting purposes. Specifically, it asks: 0 salary increases, and service credits)? • Should projected future changes be included in the unfunded accrued benefit obligation (e.g., cost-of-living adjustments (COLAs), • What discount rate should be used to determine the present value of benefits? Should it be the long-term expected return on plan investments, the "risk free" rate, or some other rate? For funding purposes, the vast majority of actu- arial valuations for public pension plans include projections of future salary and service, as well as automatic COLAs. This is done to calculate normal costs that, to the greatest extent possible, remain a level percent of payroll over time. This helps the government allocate total pension costs over cur- rent and future taxpayers as an approximately level percentage of their purchasing power. In addition, it helps the government better budget its pension contributions. From the accounting perspective, the measure of the unfunded accrued benefit obligation will de- pend on the focus used. If the GASB decides to use 0the financing focus, then an appropriate measure of the unfunded accrued benefit obligation would likely include projected future salary and service. However, if the GASB decides the focus should be on incurred obligations to date, then basing the unfunded accrued benefit obligation on projected future service would likely be seen as inappropri- ate, since such service would not yet be incurred. If the GASB decides the focus should be on in- curred obligations to date, the ITC asks which of the following two actuarial measures should be used to determine the unfunded accrued benefit obligation. Unfunded Projected Benefit Obligation. This measure includes projected future sal- ary in the value of benefits and only includes future service to the extent it determines an employee's eligibility to receive benefits. Supporters argue it is appropriate to include future salary since there is an implied con- tract that future salary increases will occur. Opponents argue that such future salary increases have not yet occurred and, there- fore, are not relevant to measuring benefits earned to date. Unfunded Accumulated Benefit Obliga- tion. This measure excludes projected future salary and only includes future service to the extent it determines an employee's eligibil- ity to receive benefits. Supporters argue that this is the proper measure of the plan's accrued liability. Opponents argue that it is relevant only in the context of a plans termi- nation or settlement and, therefore, is not a relevant measure for an on-going plan. The Discount Rate. Discount rates are used to estimate the value today of one or more payments to be made in the future. Under current GASB standards, the discount rate should reflect the ex- pected long-term rate of return to be earned on the plan's investments. 15 Since public plans invest in a diversified mix of equity and debt securities, the 15 GASB Statement 27, paragraph 10c. 2009 Gabriel Roeder Smith & Company Item # 13 Attachment number 2 Page 77 of 81 GRS Insight 5/09 expected return would reflect that mix. Currently, public plan discount rates average 8.0% and range from about 7.0% to 8.5%.16 However, some believe that the discount rate should reflect a "risk free" rate of return (e.g., yields on long-term U.S. Treasury bonds or on similar derivative securities). They argue that basing the discount rate on long-term expected returns does not fully reflect investment risks and so will under- estimate plan costs and liabilities. Moreover, they argue benefit payments made by public pension plans are similar to bonds in their amount, timing, and probability of payment and so should be valued (i.e., "priced") using bond yields. Comment: It is important to evaluate these arguments in light of their potential impact on benefit costs and liabilities. For example, the yields on 30-year U.S. Treasury bonds have varied from about 14% in the mid-1980s to about 4% today. Such changes would introduce large variations in the measures of pension costs and liabilities, even in the absence of changes in the underlying plan. Actuarial Methods and Amortization Periods The above discussion of unfunded accrued benefit obligations took place in the context of the GASB's possible future decision to apply the incurrence fo- cus. However, the GASB may decide the financing focus is more appropriate. If so, Chapter 5 asks: reporting purposes, provided it is the same as the method used to finance the benefits. (See footnote 9 for a list of the allowed cost methods.) The choice of actuarial cost method determines how the total pension cost is allocated to past, present, and future periods, but does not affect the total pension cost itself. In its deliberations over Statements 25 and 27, the GASB concluded that any one of the six methods, when properly applied, would produce an acceptable measure of the annual required con- tribution and, therefore, an acceptable measure of the pension expense. 17 However, as discussed in the ITC, some have sug- gested that the ability to choose among six cost methods reduces the decision usefulness of the financial information, since it allows employers to select the most advantageous method. In addition, they argue it reduces the comparability of financial information, and makes interpreting the informa- tion more difficult. Consequently, they suggest reducing the number of acceptable methods. Arguments offered against reducing the number of actuarial cost methods include: (1) the flexibility as- sists employers in funding the benefits; (2) complete comparability of pension accounting measures is impossible given the differences among the plans; (3) comparability is less important than consistency in reporting over time; and (4) in many governmen- tal units, the method is statutory and reducing the number could force a disconnect between pension cost and pension expense. • Which actuarial methods should be If only one actuarial method were to be used, some allowed? Should unfunded obligations be amortized and, if so, over what periods? • Should asset smoothing be allowed? suggest it should be the entry age normal cost method since it is used by the majority of public plans and is seen as the most effective method for accumulating plan assets. Others suggest that, for accounting purposes, the sole actuarial cost method should be the unit credit cost method, since it is Actuarial Cost Methods. The GASB's current stan- explicitly intended to measure current benefit ac- dards allow one of six actuarial cost methods to be cruals. used to measure pension costs for accounting and OP16 Keith Brainard, Public Fund Survey Summary of Findings FY 07, 11 GASB Statement 27, paragraph 99. . 8. © 2009 Gabriel Roeder Smith & Company Item # 13 Attachment number 2 Page 78 of 81 GRS Insight 5/09 9 Amortization Periods. Generally, under current standards, the unfunded actuarial accrued liability is amortized and included in the employer's annual required contribution in addition to the normal cost. The maximum amortization period is 30 years and can be either open or closed. A closed period amortizes the unfunded amount over a decreas- ing period each year. An open period amortizes the unfunded amount over the same period each year (e.g., a rolling 30-year period). The amortized amount can be calculated as a level dollar amount or as a level percent of pay. The GASB tentatively assumes that the normal cost of benefits would be included in the pension cost and recognized in the pension expense as employee services are rendered. Therefore, the choices discussed below relate to how components of the unfunded accrued benefit obligation would be amortized over future periods for the purpose of determining the pension expense. Immediate Recognition. Some believe that the unfunded accrued benefit obligation should be im- mediately recognized without amortization. Arguments For Immediate Recognition Deferring recognition of pension costs that have already occurred inappropriately shifts these costs to future taxpayers. Amortization does not help financial report users assess whether revenues are sufficient to pay for services each year. Arguments Against Immediate Recognition • Immediate recognition would introduce unnecessary volatility in the pension expense. It is more appropriate to allocate actuarial gains and losses over the employee's careers than to recognize them immediately. • Amortization Over Average Remaining Service Life. Others believe that while amortizing the un- funded accrued benefit obligation is appropriate, it should be limited to the average remaining service life of the active employees. Arguments For Amortization Over Average Remaining Service Life • Amortizing over the average remaining service life is appropriate, since the active members would be providing services over that period. • Amortizing retroactive benefit increases is appropriate, since the increases have the intangible benefit of improving morale over the employees' remaining years of employment. Arguments Against Amortization Over Average Remaining Service Life Deferring recognition of pension costs that have already occurred inappropriately shifts these costs to future taxpayers. Amortization does not help financial report users assess whether revenues are sufficient to pay for services each year. Amortization Over Different Periods. Still others believe that different types of pension costs should be amortized over different periods. Under this approach, the incremental pension cost created by retroactively applied benefit increases would be amortized over a much shorter period (e.g. 3 years) than the period for amortizing actuarial gains and losses. Open and Closed Amortization Periods. The ITC also asks whether the amortization period should be open or closed. Some believe the amortization period should be closed because it would provide for the full amortization of specific costs over a spe- cific period. Others believe the amortization period should remain open on the grounds that it would © 2009 Gabriel Roeder Smith & Company Item # 13 Attachment number 2 Page 79 of 81 10 GRS Insight 5/09 avoid abrupt changes in pension costs and better accommodate benefit obligations that continually change over time. Still others believe a combination of open and closed periods would be suitable. The ITC also notes that an open amortization period may result in amortized amounts that are not suf- ficient to cover the interest on the unfunded obliga- tion and so result in increasing obligations. Others argue that this is not a problem, since the employer will remain better off so long as the unfunded ob- ligation is a decreasing percentage of payroll for active members. Still others suggest that the maxi- mum amortization period should vary depending on whether the amortization period is open or closed (e.g., a maximum of 20 years if the period is open and 30 years if the period is closed). Actuarial Value of Plan Assets. Under current GASB standards, the actuarial value of plan assets is used to measure the plan's funded status and un- funded liabilities (and, by extension, amounts am- ortized in the employer's annual required contribu- tion). While current standards require the actuarial value of assets to be market-related, investment gains and losses may be averaged (or "smoothed") into the value of assets over time, typically 3 to 7 years. This is done to reduce the short-term impact of investment gains and losses on the plan's funded level and required contributions. However, others argue that the (unsmoothed) market value of plan assets should be used. Arguments For Asset Smoothing It effectively mitigates the impact of short-term investment volatility on contribution rates. It is appropriate from a long-term, on-going perspective. • It may help reduce the risk of over-reaction by decision-makers in both favorable and unfavorable times. U Arguments Against Asset Smoothing Changes in unfunded obligations (including those due to investment gains and losses) should be recognized as they occur. Smoothed assets do not represent the assets that are currently available to fund the benefit obligation. The ITC notes that some agree with asset smooth- ing, but believe more specific parameters should be set, such as providing a maximum smoothing period or establishing a corridor limiting the degree to which smoothed assets may differ from their market values. Comment: The GASB standards currently require the fair (market) value of invested assets to be reported in the statement of plan net assets. Treatment of Employers in Cost-Sharing Plans Up to this point, the discussion has centered on accounting and reporting for employers in single-employer and agent plans. In these plans, employers are solely responsible for funding the benefits of their plan members. By contrast, in cost-sharing multiple-employer plans, employers are collectively responsible for funding the benefits of members across all participating plans. As dis- cussed in ITC Chapter 6, key differences between cost-sharing plans and single-employer or agent plans include: Cost-sharing plan obligations are pooled across participating employers and are not directly attributable to any single employer. Cost-sharing plan contributions are often determined by statute and payments are contractually required. • The obligation of any individual employer is limited to their contractually required © 2009 Gabriel Roeder Smith & Company Item # 13 Attachment number 2 Page 80 of 81 GRS Insight 5/09 11 contribution and the employer has no control over how contributions are set. Under current GASB standards, employers in cost- sharing plans recognize their contractually required contribution as their pension expense, regardless of whether it reflects their actuarially determined contribution. The ITC asks whether the relation- ship of cost-sharing employers to their cost-sharing plan is sufficiently different from that of employers in single-employer and agent plans to warrant dif- ferent accounting standards.18 Supporters of the current approach point out that it accurately reflects the fact that the financial obliga- tion of cost-sharing employers is their contractually required contribution. Others generally agree that the current approach is appropriate, but would like to see additional disclosures in the employer's financial reports to help readers better understand the adequacy of the contractually required contri- butions. Still others believe that the cost-sharing is not sufficiently different from sin- gle-employer ,arrangement and agent plans to warrant different treatment. Pension Plan Accounting and Reporting The last chapter of the ITC shifts perspective from accounting and reporting for employers to account- ing and reporting for plans. Specifically, Chapter 7 asks: • Should the accrued benefit liability for and (2) the statement of changes in plan net assets. The statement of plan net assets shows current plan assets (including investments) and current liabilities due and payable, but not actuarial ac- crued liabilities, which are shown in the notes to the financial statements. The plans statement of changes in plan net assets shows employer and employee contributions, investment earnings, ben- efit payments, withdrawals, and other expenses. The plans are also required to disclose additional information about annually required contributions, actual contributions, and funding in the notes to the financial statements and required supplementary information. Arguments For the Current Approach • Benefits that are currently due and payable fit the definition of liabilities. The accrued benefit obligation is an obligation of the employer rather than of the plan. Arguments Against the Current Approach Recognizing plan assets without recognizing accrued benefit obligations provides only half of the picture. The accrued benefit obligation is, in effect, the liability that assets are being accumulated to fund. Recognizing a Liability for the Accrued Benefit Obligation. Others believe that the plan's state- ment of net assets should include the accrued ben- defined benefit pensions be recognized in efit obligation earned to date. the plan's statement of financial position? Should a statement of changes in the unfunded accrued benefit obligation be added as a financial statement of the plan? The current standards for defined benefit pension plans require the plans to report two financial statements: (1) the statement of plan net assets Arguments For Recognizing the Accrued Benefit Obligation • The accrued benefit obligation is the liability that assets are being accumulated to fund. Recognizing plan assets without accrued benefit obligations provides only half the picture. is Although not discussed in the ITC, the GASB may also consider .narrowing the definition of a cost-sharing plan. 2009 Gabriel Roeder Smith & Company Item # 13 Attachment number 2 Page 81 of 81 12 GRS Insight 5/09 Arguments Against Recognizing the Accrued Benefit Obligation • The accrued benefit obligation pertains to the employer and not the GRS plan. Offices • The accrued benefit obligation is already reported as required supplementary information. CHICAGO Adding a Statement of Changes in the Unfunded Accrued Benefit Obligation. Some also advocate adding a financial statement show- ing changes in the unfunded accrued benefit obligation. Supporters believe this would provide additional information about the economic condition of the plan. Opponents argue that this information is al- ready included in the notes to the financial statements and required supplementary information. Conclusion The GASB's Invitation to Comment presents the conceptual frame- work that the GASB will use to evaluate potential changes in ac- counting and reporting standards for public pensions benefits. Consequently, it is important to understand this framework in order to respond effectively to the GASB. The ITC and the GASB's plain-language summary are available at: www.gasb.org Circular 230 Notice: Pursuant to regulations issued by the IRS, to the extent this communication concerns tax matters, it is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding tax-related penalties under the Internal Revenue Code or (ii) marketing or recommending to another party any tax-related matter addressed within. Each taxpayer should seek advice based on the individual's circumstances from an independent tax advisor. 20 North Clark Street, Ste. 2400 Chicago, IL 60602-5111 (312) 456-9800 (312) 456-9801 Fax Contact: Mike Kivi DALLAS 5605 N. MacArthur Boulevard, Ste. 870 Irving, TX 75038-2631 (469) 524-0000 (469) 524-0003 Fax Contact: Mark Randall DENVER 7900 East Union Avenue, Ste. 1100 Denver, CO 80237-2746 (303) 217-7600 (303) 217-7609 Fax Contact: Leslie Thompson DETROIT One Towne Square, Ste. 800 Southfield, Ml 48076-3723 (800) 521-0498 (248) 799-9000 (248) 799-9020 Fax Contact: Judy Kerman Gabriel, Roeder, Smith & Company has provided consulting and actuarial services for benefit plans since 1938. We are dedicated to providing services that encourage sound financing, sensible benefit design, efficient administration, and effective communication FT. LAUDERDALE of employee benefits. One East Broward Boulevard, Ste. 505 Since its inception, GRS has placed special emphasis on services to the public sector. Ft. Lauderdale, FL 33301-1827 (954) 527-1616 From our network of offices, we serve over 700 clients nationwide, including retirement (954) 525-0083 Fax systems, employers, employee organizations, and government agencies. We have worked with many of our clients for more than 30 years - some for more than 60 years. Contact: Theora Braccialarghe The far-ranging locations of our clients and the long associations we have enjoyed reflect the quality of the services we provide. Services offered by GRS include: Pension Plan Consulting This newsletter and additional GASB 43/45 OPEB Consulting information about the firm may be Health and Welfare Benefit Consulting found on the GRS website at: Retirement Technology Application www.gabrielroeder.com © 2009 Gabriel Roeder Smith & Company Item # 13 Attachment number 3 Page 1 of 8 CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF CLEARWATER, FLORIDA AND GABRIEL, ROEDER, SMITH & COMPANY Section I General Information A. Purpose The City of Clearwater (City) hereby enters into a contractual agreement with Gabriel, Roeder, Smith & Company (GRS) for actuarial and consulting services pertaining to the City of Clearwater Employees Pension Fund and its Other Post-Employment Benefits (OPEB). The client in this matter shall be the City. This Contract does not create any relationship between GRS and any other related private, not for profit, or governmental entity, including, but not limited to, the City employees or collective bargaining units covering such employees. Such entities may rely upon GRS work products only with the permission of both GRS and the City. GRS shall have no obligation to work for such entities, however, GRS may freely elect to work for such an entity with consent of the City and provided that copies of all related work products are provided to the City. B. Entire Agreement and Order of Precedence This Agreement, together with the Proposal issued by GRS to the City and dated September 28, 2009 collectively, form the complete and exclusive contract between the parties as it relates to this transaction. In the event of any conflict among these documents, the following order of precedence shall apply (in descending order of precedence): 1. This Agreement 2. GRS' Proposal for Actuarial and Consulting Services dated September 28, 2009 The failure of a party to insist upon strict adherence to any term of the contract shall not be considered a waiver, or deprive the party of the right thereafter to insist upon strict adherence to that term, or any other term, of the contract. The contract may not be modified, amended, extended, or augmented, except by a writing executed by the parties, and any breach or default by a party shall not be waived or released other than in writing signed by the other party. Each provision of the contract shall be deemed to be severable from all other provisions of the contract and, if one or more of the provisions of the contract shall be declared invalid, the remaining provisions of the contract shall remain in full force and effect. The contract shall in all respects be governed by, and construed in accordance with, the laws of the State of Florida. Any legal action under this Agreement shall be brought in Pinellas County, Florida. Roeder Smith & Company IteM-# 13 Attachment number 3 Page 2 of 8 C. Term of Contract The contract is for the 60-month period extending from January 1, 2010 through December 31, 2014. D. Contractor Responsibilities GRS assumes responsibility for all contractual activities whether or not it performs them directly. GRS shall be the sole point of contact with regard to contractual matters, including payment of any and all charges resulting from the contract. The City reserves the right to interview the key personnel assigned by GRS to this project and to the reassignment of personnel deemed unsatisfactory by the City. If any part of the work is to be subcontracted, the City reserves the right to approve the subcontractors in advance, and to require that GRS replace any subcontractors found by the City to be unacceptable. GRS shall be responsible for adherence by the subcontractor to all provisions of the contract. E. Client Responsibilities The City agrees to review information supplied by GRS for general reasonableness, and to ensure that GRS has properly understood the assignment. In the event that the City finds a GRS work product to be unreasonable or otherwise unsatisfactory, the City shall not distribute such work product or otherwise make use of it, or rely upon it, until a correction has been made, or GRS has explained matters to the satisfaction of the City. The City agrees that GRS is not responsible for the accuracy of any data provided to GRS by the City. In the event of discovery of an error by GRS in a calculation, the City agrees to take immediate steps to mitigate the effects of such error. Any actuarial communication, report and presentation materials may be provided to parties other than the City only in their entirety and only with the permission of the City. F. Accounting Records GRS shall maintain all pertinent financial and accounting records and evidence pertaining to this contract in accordance with generally accepted accounting principles (GAAP). G. Patent/Copyright Infringement and General Indemnification GRS shall indemnify, defend and hold harmless the City and its employees and agents from and against all losses, liabilities, penalties, fines, damages and claims (including taxes), and all related costs and expenses (including reasonable attorneys' fees and disbursements and costs of investigation, litigation, settlement, judgments, interest and penalties) incurred in connection with any action or proceeding threatened or brought against the City to the extent that such action or proceeding is based on a claim that any piece of equipment, software, commodity, or service supplied by GRS or its subcontractors, or the operation of such equipment, software, commodity, or service, or the use or reproduction of any documentation provided with such equipment, software, commodity, or service infringes any United States or foreign patent, copyright, trade secret or other proprietary right of any person or entity, which right is Gabriel Roeder Smith & Company Item -# 13 Attachment number 3 Page 3 of 8 enforceable under the laws of the United States. In addition, should the equipment, software, commodity, or service, or the operation thereof, become, or in GRS' opinion be likely to become, the subject of a claim of infringement, GRS shall at its sole expense, (i) procure for the City the right to continue using the equipment, software, commodity, or service, or if such option is not reasonably available to GRS, (ii) replace or modify the same with equipment, software, commodity, or service of equivalent function and performance so that it becomes non-infringing, or if such option is not reasonably available to GRS, (iii) accept its return by the City with appropriate credits to the City against GRS' charges and reimburse the City for any losses or costs incurred as a consequence of the City ceasing to use and returning the equipment, software, commodity, or service. GRS agrees to indemnify the City from claims made by GRS employees while working on the City premises on the City projects, provided that the City has complied with all relevant Federal and State Laws related to workplace safety, and human rights, including, but not limited to anti-discrimination and anti-harassment laws. In any and all claims against the City, or any of its agents or employees, by any employee of the contractor or any of its subcontractors, the indemnification obligation under the contract shall not be limited in any way by the amount or type of damages, compensation, or benefits payable by or for GRS or any of its subcontractors under worker's disability compensation acts, disability benefit acts, or other employee benefit acts. This indemnification clause is intended to be comprehensive. Any overlap in subelauses, or the fact that greater specificity is provided as to some categories of risk, is not intended to limit the scope of indemnification under any other sub clauses. The duty to indemnify will continue in full force and effect not withstanding the expiration or early termination of the contract with respect to any claims based on facts or conditions, which occurred prior to termination. H. Liability Insurance GRS shall purchase and maintain such insurance as will protect it from claims which may arise out of or result from its performance under the contract, whether such performance be by GRS or by any subcontractor or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable. The insurance shall be written for not less than the greater of $1,000,000 and any limits required by law, and shall include contractual liability insurance as applicable to GRS' obligations under the indemnification clause of this contract. L Board Minutes The City shall routinely provide GRS with copies of Board Minutes for GRS's reference in connection with work to be performed pursuant to this contract. GRS is not obligated to provide corrections to the minutes. Silence on the part of GRS does not constitute agreement with the minutes, even with respect to meetings that the GRS Consultant attended or at which GRS was directly or indirectly quoted. Gabriel Roeder Smith & Company Item* 13 Attachment number 3 Page 4 of 8 J. Cancellation The City, with 30 days written notice, may cancel the contract. GRS may also cancel the contract with 30 days written notice for any of the following reasons: 1) the City, or one or more plan participants or beneficiaries, or the State has filed a lawsuit against GRS in a matter related to the City, its participants, or its beneficiaries, 2) a member of the City or Staff has been found guilty of criminal or civil breach of fiduciary responsibility or other severe wrongdoing with respect to the City or GRS, or 3) the City or Staff demands that GRS take actions deemed by GRS Management to be unethical or illegal. GRS may otherwise cancel the contract upon giving 90 days written notice. If the City cancels the contract for any cause other than the failure of GRS to fulfill the obligations of the contract, the City shall pay GRS' reasonable final invoice for work performed under the contract. In the event of the failure of GRS to fulfill its obligations under the contract, or in the event that GRS cancels this contract without sufficient notice as described above, the City may procure the services of other sources, and hold GRS liable for any excess costs occasioned thereby, up to the greater of $50,000 or 50% of the amount paid under the contract for the most recently completed fiscal year. Excess costs for this purpose do not include the costs of preparing and issuing an RFP. The City, as an entity of government, is subject to the appropriation of funds by its legislative body in the amount sufficient to allow continuation of its performance in accordance with the terms and conditions of this contract for each and every fiscal year following the fiscal year in which this contract shall remain in effect. Upon notice that sufficient funds are not available in the subsequent fiscal years, the City shall therefore be released of all terms and conditions. K. Delegation/Assignment GRS shall not delegate any duties under this contract to a subcontractor unless the City has given prior written consent to the delegation. GRS may not assign the right to receive money due under the contract without the prior written consent of the City. In addition, the City reserves the right to approve subcontractors for this project and to require GRS to replace subcontractors who in the City's judgment are unacceptable. L. Non-Discrimination Clause In performing the contract, GRS agrees not to discriminate against any employee or applicant for employment, with respect to their hire, tenure, terms, conditions or privileges of employment, or any matter directly or indirectly related to employment, because of race, color, religion, national origin, ancestry, age, sex, height, weight, marital status, physical or mental handicap or disability. GRS further agrees that every subcontract entered into for the performance of any contract resulting here from will contain a provision requiring non- discrimination in employment, as herein specified, binding upon each subcontractor. M. Fees The fees set forth in this contract shall be firm for the duration of the contract as specified on pages 36-38 of GRS submitted proposal to RFP 21-09 (as attached as Exhibit A). Other than routine fee updates for inflation, no fee changes will be permitted without prior written consent of the City. Gabriel Roeder Smith & Company Item # 13 Attachment number 3 Page 5 of 8 N. Modification of Services The City reserves the right to modify the service requirements during the course of the contract. Modifications may include adding, deleting, or altering the work to be performed under the contract. Any changes in pricing (increases or decreases) proposed by GRS as a result of service modifications are subject to written acceptance by the City. In the event that price changes are not acceptable to the City, the contract may be canceled and subject to competitive bidding based upon the new specifications. 0. Confidentiality GRS shall instruct its employees and the employees of any subcontractor to keep as confidential information concerning the business of the City, its financial affairs, its relations with its participating municipalities and courts, members, retirees and beneficiaries, and its employees, as well as any other information which may be specifically classified as confidential by the City. At the City's request, GRS or any subcontractor(s) and each of their employees may be required to sign confidentiality statements prior to beginning or continuing to work on the contract. GRS will not normally print full Social Security numbers on documents used for communication with the City or its participants. The only exception GRS will make to this policy without direction from the City, relates to certain necessary and confidential communications between GRS and the City that are directly related to work assignments. In the event that the City directs GRS to make further exceptions to this policy, the City agrees to indemnify GRS for any illegal use or misuse or security breaches or identity thefts related to such information by individuals other than GRS employees. All copies of information developed by GRS in connection with the contract are the property of and will be returned to the City, upon request. GRS reserves the right to shred or otherwise dispose of information one year following receipt, unless it receives instructions to the contrary from the City. GRS will not reveal or disclose either information or findings concerning this contract with anyone who does not have a substantial need-to-know and who has not been expressly authorized in writing by the City to receive the inform ationlfindings. GRS must ensure that all safeguards and proper procedures are implemented to protect confidential information. P. Tax Advice Legal Advice and Investment Advice Based upon its general background and research on federal income tax, legal issues, and investment matters, GRS employees may from time to time provide general comments and information on same. However, no GRS work product shall be deemed to provide income tax advice, legal advice, or investment advice unless such work product contains one of the following phrases or substantially equivalent language. • "This work product is intended to provide income tax advice." • "This work product is intended to provide legal advice." • "This work product is intended to provide investment advice." Gabriel Roeder Smith. & Company Item # 13 Attachment number 3 Page 6 of 8 No oral communication of any GRS employee shall be interpreted to provide income tax advice, legal advice, or investment advice. Further, no GRS work product shall be used for the purpose of avoiding tax-related penalties under the Internal Revenue Code, or marketing or recommending to another party any tax-related matter addressed within the work product. Q. Third Party Dealings GRS will not provide information related to the City to third parties except with the permission of, and under the specific direction of, the City. By giving such direction and permission, the City agrees to indemnify GRS, or to require such third party to indemnify GRS, against the misuse or misunderstanding of GRS work products by such third party. GRS shall not review any third party work product except under the specific written direction of the City to do so, and only for reasonable compensation. Such review if undertaken shall be limited to those areas in which GRS has expertise, and shall specifically exclude conclusions related to income tax, investment matters, and legal matters. R. Limitations 1. Actuary is an independent contractor and is not an agent, employee or subcontractor of the City. Actuary and its agents and employees shall not accrue leave, retirement, insurance bonding, use of city vehicle, or any other benefit afforded to city employees or City members as a result of this agreement. The Actuary shall be governed in its relations with the City and the plan by the requirements of Chapter 112, Part V11, Florida Statutes. In all of its relations with the plan, the Actuary will utilize the skill, prudence, and diligence that would be expected of a professional actuary in a comparable position. 2. Notwithstanding anything in this agreement to the contrary, Actuary's primary responsibility under this agreement is to the plan and its members, and it will place their interests above all others. The Actuary will not enter into any agreement or take any action contrary to that responsibility. Actuary will not accept or perform any engagement involving the plan or its members for any organization other than the City without the prior written consent of the City or action by the City at a meeting. The Actuary shall not have any discretionary authority or control with respect to management of the plan's assets; render investment advice for a fee or other compensation (direct or indirect) as to any monies or any other property of the plan; nor have any discretionary authority or discretionary responsibility in the administration of the provisions of the plan. The City retains absolute discretion over, and responsibility for, deciding what, if any, action to take with respect to any report, analysis, or recommendation by Actuary and for the implementation of such decision. S. Warranty GRS warrants that all work performed under the contract will be performed by individuals who are qualified to do so in accordance with requirements as are from time to time issued by various actuarial and other professional bodies. GRS warrants that the work product will be subject to an internal peer review procedure. Finally GRS warrants that GRS has no direct or indirect financial relationship to the City, other than the relationship described in this contract. Roeder Smith & Company Item # 13 Attachment number 3 Page 7 of 8 Section TY Work Statement A. Scope GRS shall perform actuarial and consulting services for the City for the period January 1, 2010 through December 31, 2014. B. Duties The regular and special services duties to be performed by GRS are set forth on pages 30 through 38 of GRS' proposal for Actuarial and Consulting Services dated September 28, 2009. GRS is not constrained from supplementing this list with additional items or elements deemed necessary to permit the development of alternative approaches or the application of proprietary analytical techniques, within the price schedule set forth in the proposal, unless agreed otherwise by the parties in writing. C. Other Services From time-to-time, the City may require services other than those described. GRS may be asked to provide communication services, applied technology services, defined contribution plan services, or other supplemental consulting services not described above. Fees for such services shall be based on hourly rates. D. Transition If at the end of this contract, another vendor succeeds GRS as the City's actuary, GRS shall fully cooperate in the transition of actuarial services, including providing the successor firm with up-to-date actuarial valuation data, assumptions and results. Such cooperation is contingent upon the City's agreement to pay GRS' reasonable final invoice for work performed under this contract. GRS shall charge fees for the transition requirements in accordance with the rates described herein. E. Actuarial Audit In the event that an Actuarial Audit of GRS' work for the City is performed during the term of this contract, GRS shall cooperate with the actuarial audit and the City shall pay GRS reasonable fees associated with such cooperation. Gabriel Roeder Smith & Company Item # 13 Attachment number 3 Page 8 of 8 Section III Price and Payment Schedule A. Price for Actuarial Valuations and Consulting Services GRS' fixed fees for Actuarial Valuations and Consulting Services set forth in the Proposal for Actuarial and Consulting Services dated September 28, 2009 are listed below and apply to the first year. Prices for future contract years are updated for inflation based on changes to the 12131 CPI-U index, and changes, if any, in the scope of services requested. The City shall pay these fees to GRS as projects are being performed, within 30 days of receiving an invoice. • Annual Fee for Retainer Services Pertaining to the Employees Pension Fund $16,000 • Annual Fee for Retainer Services Pertaining to OPEB Plans $16,000 B. Fees for Additional Meetings and Other Services Hourly rates applicable to these items are set forth on Page 38 of the Proposal for Actuarial and Consulting Services. These fees are adjusted annually based upon changes to the 12131 CFI-U index. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed effective the 1st day of January, 2010. For GRS: CITY OF CLEARWATER, FLORIDA By: abriel, Roeder, S ith & Company bs.ca,.? _ , 2009 William B. Horne 11 City Manager Attest: Cynthia E. Goudeau City Clerk Countersigned: Frank V. Hibbard, Mayor Approved as to form: Leslie K. Dougall-Sides Assistant City Attorney Gabriel Roeder Smith & Company Item # 13 Meeting Date: 12/17/2009 City Council Agenda Council Chambers - City Hall SUBJECT / RECOMMENDATION: Award a contract to Bollenback Builders, Inc. of Oldsmar, Fl., Bid 09-0011-PR (A) for the sum of $705,282.00 (which included base bid, Alternates 1 through 10 and 10% contingency), for the renovation of the Long Center to accommodate the Aging Well Center and authorize the appropriate officials to execute same. (consent) SUMMARY: On February 19, 2009 the Council approved establishing a new Capital Improvement Project (315-93615) entitled the Aging Well Center, for $1,029,720 and approved a Florida Department of Elder Affairs (DOEA) Senior Center Fixed Capital Outlay Grant agreement between the State of Florida Department of Elder Affairs and the City of Clearwater, to renovate, equip and furnish the Aging Well Center located at the Long Center, in the amount of $727,500. The Aging Well Center will occupy space (approximately 7,700 square feet) which was previously leased by UPARC as a cafeteria, classrooms and restrooms. In August 2008, the City and UPARC reached an agreement, decreasing the UPARC area, so that the Aging Well Center could be constructed. This contract will provide for the demolition of certain areas at the Long Center, the labor and materials to renovate the existing building to include the 7,700 square foot Aging Well Center, expanded fitness room with equipment designed for seniors, additional classroom space at the Long Center, renovated restrooms and improved parking area. All renovations are to be completed by May 2010 with a grand opening to follow. In addition Alternate 1 and 2 for a total cost of $42,047, provide for the renovation of the current concession stand/kitchen and second floor storage room used by youth groups and the City and will be paid for from funds available in CIP 315-93278, Long Center Infrastructure Repairs. The remainder of funding needed for this contract, ($663,235) is available in CIP 315-93615. The balance of funds in this CIP will be used to purchase equipment and furnishings, improve parking, lighting and landscaping for the Center, as well as provide air conditioning and roof repairs to the UPARC section of the building when needed. It is anticipated the annual operating costs of the Aging Well Center will be $102,000, which includes 1.5 full time equivalent (FTE) personnel costs. Staff has been unsuccessful at securing an endowment to cover the operating expenses therefore, as indicated in the previously approved agenda item, the Parks and Recreation Department has reallocated existing personnel and resources to cover the operating cost of this facility. Type: Capital expenditure Current Year Budget?: Yes Budget Adjustment Comments: Budget Adjustment: Current Year Cost: $705,282 Annual Operating Cost: Not to Exceed: $705,282 Total Cost: For Fiscal Year: 2009 to 2010 None $102,000 $807,282 Appropriation Code 315-93615 315-93278 Amount Appropriation Comment $663,235 $42,047 Cover Memo Item # 14 Bid Required?: Yes Bid Number: 09-0011- PR (A) Other Bid / Contract: Bid Exceptions: None Review 1) Engineering 2) Financial Services 3) Office of Management and Budget 4) Legal 5) Clerk 6) Assistant City Approval: Manager 7) Clerk 8) City Manager 9) Clerk Cover Memo Item # 14 C 0. v O z z D s C 2 F- U y O F4?i w z U a^ a z H H ? z o H wi 9 ? ozw U ; a x z P ce ? d A ? z 0 o z w .a z w a Wa w z a ? U U ? w z z d ? o w [- UQ a U U H U z 9 > H 0 Ili c? Q aa? z" 5w . ? H w a x w tz U a zU w ?, w?'q U a ° a ?o w o w H z H ?Qo Uo?D OC4 w w U w H U z w a ? z ° o a? 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ItCI'6. at117lll?itti?, 1111 ',111 1111 I1'i1C f?t1iEIIC?_3 I1` Lr'11111)41 1111 tiIII1I W1 1II11i) IIIL 17111' Illill'i Ini -{I 11'1 IhC l KCTWT'A! ?.!f.lall+;?I? iil1j .IC'4 '11r,lill,, 1C R' r'c,luIl:TIwIll; C1l, Ihl_' i l?'y CI t_ Ic .'t11CT 1 1111.1 I 1,, I 111 1164 hC:w PA WT sit "Ioi1}I> 11111.1 11 Mi;3ihfiic i-1,1111fI1 "Il I t1h," x1.rlrl''+1 11]]<<,, k I? i „I iii 1 l; .1 ?1 1Page I(I _I I 1 , Item # 14 Attachment number 3 Page 12 of 17 J- 10 8 '[`)S;1 f; , A Am,H be w..',-? 4o in tLli} 1? ,.J.'l IIf C` ?l ..fl.fli lC'n'v` ?I?.:[??]'fl?IFS }GI? li^i? IlL+_l'•'I _'?} ?Si??i1;i[ +iflil;kI ;IS1iI tllIfiI l?ii? i:iJ 111.€l1 111i. t . '., !iits :h: i?'3 ?l lJr 11 i'lir, k 1.?1 1, 11h] y'11[}11, ],irIv ? t 11A C, id . lH l11'_ } anQ_ v,l tfll' gill w1 iill11. ;[c, h,J1 )e ;r'lL?lllt?l fiC ( in q i &t pll q ill Hwil'! ,,1i1 i?.ll }- ?;I,?i t ? i" it C4y as sq TL11.W q }1qWth;A,1 11111 I l' 1 i ill 'l','._;r„ Prop `sal, i r dii' ,'lt'si 11,7i it i -1111 I ','l; i:IH } 1, Ili [111 1, f 1 ] `f ?1_'i1 }1 i!-'111 Attach, it ?'.l r +i , ??cl •'1' Cf'1t1i1-i f.'d'beck 41 r]I31! i,k il'1P'l.lli11;1ii i1? }°?°'U iot ?i!1'i1C?9i'?t'?I`I+!1:1? },fti,_1[]k{11I7E,? Ile e31 (°.} , ?11g. ? .LR FJcs,a SC?? ?d 7? l,l j?.. 'wv tl?i1 ?}t i- LI I1,_lilwn mk r4S1[-{c ,un1'tn_ pt'tvgwand pwfiesffryla: ad 111t111,' Itwodirip rlrti} c'11hm'"t' (,if col-1 c-n-io]Iril "" f?l1 T),fl IC', `111lI ;1?illl? !,,,,I ilnl! tCd'_'t?ki }f IT,?T,i (Ji p iiti7L, T,,?11t I i ilni} ?;lacfr?° of 0[': mclll?,cr:; .,_ ;,?s7ar cr ? I k,,? kllld,?r l,i,:t rill[ ;illy }1v; th lafT'1C i1? :111 1?4C'?t!I] ,,lE}1 ?1l'1iJ1di}'.!??}L'I }1,1? ?lll`, t 5 ? +!? Li'?`,1?'ClT3L[lt ?, fl 'I }?l `?'il?'?i l?_ 7;it13?`; lltliFofvt_'111? 171„ JIil 1},[I;> ,J1t. ?'11L1i}l "Iili,Jr I i?i J)I?.°.l}?l?` ik't?;ir ii111t3tiJ', 111 11','11:IIITiP11 "-_ 1PCT)t 1111111 or eU!p )yCr 1 `, 0 f71t1WPM la]' M & ';1vl,LId It 0i? confJ ILt (il } ,c bibCII'I NAMES: \1)1lf,} tiS1 ti t ,. - I 1 7 w? (1& RA L! laust inji, at,. whether Culp ol it,(.rn, V iiinership, { ? )iof Individ'u?J). 1, ?ii ,, it I `tem l 1'4 Attachment number 3 Page 13 of 17 w }lam ? I1?;41ii ? ,}l'i I 1k ttl°,y,l'?1 jd l j 1`, ff, ;l(?'.. f1I l Ill L ? ?,?iktl 1};, I,iE9, 1.41. TitL. Dated if this ot A.D., 20 0".) Item''t4 Attachment number 3 Page 14 of 17 1 )11? t \I PROJECT: %(J-N("' WFC_L (6 N I V k' ? t I ? I 1,0i f n ) I "R M,?11t4 G,'"I'VO I T llk, ?.lIl.tl1'r. 1r' "'?l'.o'lX61}Ef a t6?ay .r1 I'?:rb?"'1i? .?? i.`1iIC;4t1( (j. ?lr{il•1 1 ] r';ie1 " wi) Nn. ?11 11Nair. lrl i 'n ?t1r,i No Addendum No. Addendum No. Addendum No. .ddenduiI1 '11,,. Addenditin No, Date: I?r,tc' IJ.1l 1) ate : 1>, tt. {1?1,it11r ?'I 133Cjti?'i'I ............. I lily;' f t >(ftCL'z ??eCV9 C? em # 14 Attachment number 3 Page 15 of 17 I'it(>11 (_T. N( +kN; L; I ',1h it 1,1 IHF I "NK I'A10k PIr,?, 1?1L1.1'ti I ?. 1?? 'f}rot 8?5;; itc [[?? it?clti{lu1 Iri Ir [sr Ir ?l?.i:?,s[;?? ?•1+fi?_"1!:. [ .FrI? i'tr,r11' 1 ri,{:'li !?}f 1U11'i`t ` [;F. Ir f I +. Ifl '4`t 1 i.:'G+, •; i ', d, p'r[! I[ ('?, J,ii1?•J[ !f 'J?1 ? ?I 11r} it„??: li,? (;"'?I ? f} e '',I ? ;?? ? [ ? ?lII Ll::,' ? tIIII -hz!II .riilr?iL al` a! to wig, t r [iii, ," , r, 1 , 1,1 z Oll c fi[rAV q W01111 [111 ?. 01 ?,_ rtrlrt ? 1d P, 171?`[Il? 1'f irll: J'i I }II'r "Ill ,l ,,111k' It''r1Uil x',11TwT 10 11w hnspa n[ki ?i[rrrri' ul t ? TV [.HilkK j 3. GRAND TOTAL - l l 1 4t 1 :md 1 rN1 t ii if, , ' ;' „r. lp J?- CONTRACTOR NAPO IT K-1 1 c=nba 4(: b 111, , T3i1?7i°1:5 IZ-tN`XrT(?T`:1I ITi 7l31t''TCHIN II 1)l ti I N"PFR('I N'I ( ON f1NFiN(-7V ti (Nwwhc m BIDDil t'`(,40xN1) I()VALI EN163WHIC.11 INCLUDES TEN PERC1;MT€°ON°r'1NGENCY (5,0 &) TIIF HI 1)OF I?II"I'() I AI DWI \?11 Ill 1till 'IQT r1I.BID T3AtiT1)ON IIIN t:NII` iI('I,,1) I.. Ni1'.s1'?NI Ilk I (_'E", 1? 1) I111 F51 lr?IA I ED (,)U %N J TI IEK lth,OI_'?J HJI I III`; FI(;1 ) kV 15 F(II INIl I MNI : IION 4 )NII I I° I III TINIV011 (iE'1?NIN, kll1)1IllI( Il' TVII,J_.AIA JkFIN 14 1 kIt I;I 110)Ni 1,16)11 iI11, UN'II PI 1('1:1-, kN0Lt 1 P 51.;,>tl Plll('IC 101). It 111I{Itl? IS IN Fi ltO1Z IN DI1'. TO'I'M I31 THE €31=110 I1 SIL" I. F (I6;1,Nt:1 0 &:? I IN[ 1' 1111 UNI"1 FINK FS AND I L NIP 4151 I`1{1(1 .`+11 AI I (AWE ITN. 1111' ('ll N' ()I, (_ I T RW 1 T1'll ki1.WEI K' I'1IE Iil(:IlI It, All ( l OI2_ l I1I,I, ISM',. IIIF ('ONI R 1(_lO1tN'iIALLNOI F All BID tI1',ti1,; wIKl I W., PRIl AND BI N'hS I I1 1 ON:1NY II`l III,I' BE \%Al.I UKU)NADVIUDA NON kU',1'{W,1V)'. Ill %NI) NVIIA 14C1]' BE ( I )NSID l IN ANN %1iI)INC: 1`1115 T1IL CITY O CLEAIi1i-I I F R R NIRVI N II1_I 1(I(„I I IO NFL" it AN IN '<ND Oil %II (>W T11E 11 I Fnviir ITEM SAN IllsliFA ("I %NO IND 11,I. 1ll LIIi1I11N. 1.?"RAtMl{N\ILI'lF;l ti`tiI;111 11II`,'IlALLB1` UTILIZED I Till T?Amli 111ON Oh IiEE 114(iIh(I INI) WWI] DF14;1t'UNf1,_ HIE 1116 1:l_ TO BE L.ON,€. (_ kNTI:It I',??ji,, ,N,,, [I?)_(?{)1l-Nll4AI AWA11IDEI)THEA(,IW Nil Ji U NJ ER ATT.111l Item # 14 Attachment number 3 Page 16 of 17 RII"llyFR",,, f'fz()f'OS,lf [ [}NTINT TD H" 1.11 ( f ° ?(,7,'?'(,, 1'w `V I'l ( V N f 1, R 1 R ) f1F i (TA f 1h N' CI-- "j; I IJN 1 0")?.1114f I - I'N f \) -:I 7.Jr?I n I'I ICI I,,1 -? : II 'Iv, ?:{ 'r I:nf! , ,.II I, I ,r, l• Iv.: ?,. iI II ?- II ° J rI rl nJ II n r I I li p.??I I 1 II :.I _. III '. '. 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I III `Ill M ('l.r *RWA`C`ER RYNF R F;5' i111, RI GIFT TIC) ',F1 I,(1 ) still 4 M' 11.1- 14 '1111 ,11 °x'VR2 ,1T'k III't1 11t0V4;1 ND O h.11''(j :ANY AND 111, Al, unm xri, Iv1 niN. 111F Al IP.hN h,I?F 1T1 114, ` mi'_I -rFD WALL BF l?1FlLl7F11 IN Tlills"IAM1) ,11LI()? sth Ill[ 1'I:fj ,"I kAD KHALI- I}UF;II>ti1INY 111F I,MV I1liMI F) I1 y`iN tR1t1•11TIIl+;At JQ- M,171 Lt P,NIvn Q I'HL I "NiNCIi;Af'Ff: P age 16 Item it 14 City Council Agenda Council Chambers - City Hall SUBJECT / RECOMMENDATION: Meeting Date: 12/17/2009 Approve a blanket purchase order to Earth Designs, Clearwater, Florida, in the amount of $281,722.00 for landscape maintenance throughout the City during the contract period January 1, 2010 through December 31, 2010 and the appropriate officials be authorized to execute same. (consent) SUMMARY: On August 6, 2009 the City Council ratified and confirmed the decision of the City Manager to increase the landscape maintenance contract of Earth Designs from $166,312 to $266,832 due to the cancellation of a similar contract with TriMor Systems, Inc. With this approval the Parks and Recreation Department was able to continue to provide un-interrupted landscape maintenance service to all landscape maintenance districts in the City. Currently Earth Designs has eight of the 11 landscape maintenance districts in the City. It has become increasingly difficult to continue our current practice of bidding out different districts throughout the year, with an option to renew contracts if vendors hold their price. Therefore, staff is recommending that all 11 contracts for landscape maintenance be bid out at the same time each year. This will provide for more competition in the 11 landscape maintenance districts. In order to do this, all current blanket purchase orders (BPO's) with Earth Designs will be cancelled and with Council approval, one BPO in the amount of $281,722 will be issued to cover eight landscape maintenance districts for a period of one year, from January 1, 2010 to December 31, 2010. The other three landscape maintenance districts currently maintained by other vendors are under $100,000 and will also be extended until December 31, 2010. At that time the City will solicit new competitive bids for all the districts in the City. Approval of this request will help staff be more efficient in the administration of these contracts. Type: Operating Expenditure Current Year Budget?: Yes Budget Adjustment Comments: Budget Adjustment: Current Year Cost: $281,722 Annual Operating Cost: Not to Exceed: $281,722 Total Cost: For Fiscal Year: 2009 to 2010 Appropriation Code Amount Appropriation Comment 010-01867-530300-572-000 $281,722 None No $281,722 $281,722 Bid Required?: Yes Bid Number: 20-08 Other Bid / Contract: Bid Exceptions: None Cover Memo Review 1) Financial Services 2) Parks and Recreation 3) Financial Services 4) Office of Management and Ju9dget'S)legal 6) Parks Approval: and Recreation 7) Financial Services 8) Office of Management and Budget 9) Legal 10) Clerk 11) Assistant City Manager 12) Clerk 13) City Manager 14) Clerk City Council Agenda Council Chambers - City Hall SUBJECT / RECOMMENDATION: Meeting Date: 12/17/2009 Approve the transfer of $25,000 from CIP 315-94510, Air Conditioning Replacements and $30,000 from CIP 315-93205 Brighthouse Networks Field to CIP 315-93203 Carpenter Field Infrastructure Repairs and Improvements to assist with the remodeling of the player restrooms and shower facilities and spectator areas at Carpenter Field.(consent) SUMMARY: At the June 19, 2008 City Council meeting, City Council established a CIP totaling $3,000,000 to renovate and expand the existing City building at the Carpenter Complex. On March 19, 2009 the City Council approved the Second Amendment to Baseball Training Facility Lease Agreement and the Second Amendment to Sports Facility Use Agreement between the City of Clearwater and the Phillies and an additional $200,000 for the project. The primary purpose of this Amendment was to provide funding and responsibilities for the expansion and renovations needed to the Carpenter Field Clubhouse. The City is responsible for building maintenance and renovations to the restroom and shower facilities in the player locker rooms, as needed. The restrooms and showers were not part of the original project but are not code compliant and are in need of upgrades. In order to do this additional work, the Building and Maintenance Department agreed to the transfer of $25,000 from Air Conditioning Replacement Code to CIP 315-93203 as the scheduled replacement of two air conditioning units at the Carpenter Clubhouse were part of the original $3,000,000 project. Building and Maintenance will also provide coating for the floors through the flooring CIP 315-94519 and replace ceiling tiles, paint walls, and lighting out of their normal maintenance codes. Unfortunately the cost for this renovation project has increased due to significant building code requirements, i.e. individual shower enclosures, ADA shower and restroom issues etc. In addition, unsafe concrete due to landfill settlement in the spectator area needs to be addressed. Staff is proposing that these additional costs be covered by transferring $30,000 from CIP 315-93205 Brighthouse Networks Field to 315-93203. Therefore, staff is requesting that the $25,000 funds allocated for the replacement air conditioners and $30,000 from the Brighthouse Networks Field be transferred to the Carpenter Field Infrastructure Repair budget 315-93203 to assist with the completion of the renovations of the shower, restroom, and spectator area facilities. These transfers will not hinder work scheduled for Brighthouse Networks Field. Type: Capital expenditure Current Year Budget?: Yes Budget Adjustment Comments: Transfer of funds from CIP 94510 and 93205 to CIP 93203. Budget Adjustment: Yes Current Year Cost: $55,000 Annual Operating Cost: Not to Exceed: $55,000 Total Cost: For Fiscal Year: 2009 to 2010 Appropriation Code 315-94510 315-93205 Amount Appropriation Comment Cover Memo $25,000 Transfer of Funds $30,000 Transfer of Funds Item # 16 Bid Required?: No Bid Number: Other Bid / Contract: Bid Exceptions: None Review 1) Office of Management and Budget 2) Parks and Recreation 3) Office of Management and Approval: Budget 4) Legal 5) Clerk 6) Assistant City Manager 7) Clerk 8) City Manager 9) Clerk Cover Memo Item # 16 City Council Agenda Council Chambers - City Hall SUBJECT / RECOMMENDATION: Meeting Date: 12/17/2009 Award a contract to Kilgore Construction in the amount of $293,503.93 for the 2009 Sidewalk Project (09-0039-EN), which is the lowest responsible bid received in accordance with the plans and specifications, for the installation of new sidewalks and for the removal and replacement of sidewalks at various locations in the City of Clearwater, and authorize the appropriate officials to execute same. (consent) SUMMARY: This contract includes two main areas of work, new sidewalks and the removal and replacement of existing sidewalks. New sidewalks will be constructed on Pierce Street and Jefferson Avenue in the East Gateway District as part of the neighborhood enhancement program initiated by the City's Economic Development and Housing Department and supported by a Community Development Block Grant. Sidewalks to be removed and replaced are located along Countryside Boulevard, Landmark Drive and along nearby streets together with sidewalk portions in the neighborhood located between South Ft. Harrison Avenue and the CSX railroad and Lakeview Road south to Woodlawn Avenue. These sidewalk portions are typically cracked or uplifted by trees and a part of the City's program to keep sidewalks in a safe condition. Other sidewalks to be removed and replaced are being upgraded to meet current Florida Disability Code requirements. These sidewalk portions are located along Osceola Avenue, Ft. Harrison Avenue and Pierce Boulevard. Once work is completed these sidewalks will meet all applicable disability code requirements. The contract amount of $293,503.93 reflects the lowest bid received. Sufficient funding is available in Capital Improvement Program project 0315-92273, Streets and Sidewalks in the amount of $255,275.63 and 0181-99628, CDBG-R East Gateway Sidewalk Improvements in the amount of$38,228.30 for total funding in the amount of $293,503.93. Type: Capital expenditure Current Year Budget?: No Budget Adjustment Comments: See Summary Current Year Cost: $293,503.93 Not to Exceed: $293,503.93 For Fiscal Year: 209 to 2010 Appropriation Code Amount 0315-92273-563700-541-000- $255,275.63 0000 0181-99628-563700-544-000- $ 38,228.30 0000 Budget Adjustment: Yes Annual Operating Cost: Total Cost: $293,503.93 Appropriation Comment Cover Memo Item # 17 Bid Required?: Yes Bid Number: 09-0039-EN Other Bid / Contract: Bid Exceptions: None Review 1) Financial Services 2) Office of Management and Budget 3) Engineering 4) Financial Services 5) Office of Management Approval: and Budget 6) Legal 7) Clerk 8) Assistant City Manager 9) Clerk 10) City Manager 11) Clerk Cover Memo Item # 17 z W M O O 0 V W 6^GW W 0 O O N F ? v z E» E» ?, E» E» e3 o w ? O ? O " U ll? In °o ° o U a F z ? °o °o 0 o 0 ro o a: u? N m co ro ro - yp O ? rn ro ro u? ro v ? ? 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F I,ll I,' I I ai y1I yliM'J't l', lln' -I, rl: to the a??` n11ft'HO 111 ? ; 1 !way" ??111''?I',l' Ili 9T1I? II k 1 I it a C' !,?'.illl'111 ?I ?I _ ??'131?lI "L{ L,?f71t3lilil 111 ( Vft#F'aCl) 1!'I t I 1I I ` (tS1 ner K No O d 1.h a 1 I clafm 'M'AN ' I . I , 11 1 I " . I ' l y a HI II I 'I I ! ' I ' I i o , 1 1 al ; l I I Ili d ' 21 () x;4'1 ?.C}I:f-([k?tiT?;l t I f(a?.I I t tl l'? 0? 1" 13Y OTAID 1'I BIAC x 1, i l l1 t I. Item # 17 1 .J? BIDDLk'S 'RGPQS.-'1 PROJECT 2)oO9 SIDEN? fi.LK.PR(-)JI-C,I (N r r Attachment number 2 Page 7 of 20 i v? - PENN SIDENk `I_k , _? ?TiS`??.il'3?1?+9 l?ill:?l?d t, '7 lj 1Q.,1 'tl?'Tld rat •1 ? r,??-? I SILT 1? u ? ? ?..... ..?.?... .? .t E3-TOT i1. NEN SIDE1t ?l Kt l CON-), IN C zF NC TOT,aI_ NE\\ SIDF_1'b ki h ... .,. RE l0VEIREPL:X(= E SIDE\N'.AL R.' Rmxivc S: rcplac h c'-,lwr"'1c?51 t:L v3lk J01h ti! 1 ?. V ?+4esh Rcinfostui?, ai-tci r) (1 1, iry uoijcqs t? rrL? -.- Irtaall wile La-BS iPS2 "LllfaCY itam3lexi PTC i?diltYiL 1n,l fidtr?,r1 IN, '1131nie-hart - SUB-TOTAL REM \ F REPLAC F; SI1)E13 ALLY ' i '. CO-NTI1(;F`iC 1 I TOTAL IE?1tO4°`E„+REPLACE .5]1)x=1\ 11_I:", SUWT(')T,,ktA LINES 1-6& TOTAL W C'ONTIN'GENCY (LINPS 7 ` TOTAL_ ONJR.?CT 11, 1\1- 4 & 15,1 j BTDDLW S I'01',? 1. l `,, 7 TRE'BIDDEWS TOT kL ,HBO E IS ITS Lill: BAH L) [lti HIS I NIT I,Ri( is ?Ml LUMP SI_:'1S PRICES :ktiD THE ESTEM k T'ED Qt ,V-, ' ITIFS RF Qt) IRED. TIII, F IGt ICE IS FOR INFORM-MOM 0'S'L4' .-#T THE THE OF ()Pl ;'AV, BIDS. THE (?T?' U V,AKF THE T,XBULL ITION FROM THE ["NIT PRICES ANI? L.L''1IP SETH PRI( F- BID, IF I HERE IS :•\N ERROR IN TTiF TOTAL BY THE. BIDI)VP_ `T SI{,IL.I_, SI'. CH \NGrFD A-S 10\L. ' THE. LINT IT PRIG E 1) LUNI''-A,"NI P K I C F S I I \ 1 1, r 0'\ FRN. Item # 17 Attachment number 2 Page 8 & 20 +:ir DATE: P1 ke 10, wh x CT; pfi1 No I' Pro6 e0,tive adders and Others 7 _ r I L ,i,.,e s¢on the a r.mrr, p?.clr he„ , ,f n bred that the following A.J it1w,d , - mad t Lrl t6 `t 6)J- n C'tti R s an o to Contractor Q u, t 11 iif<< ._t on or prior to the end of the day N :rverriber , 2009, the C, t,' i Jspc tse i as follows: Questun 91 M- '[d Gang: .- in Clo I_ planning to add ore Wme, tG tl-Ils c ,r 11 a( t ;°'.,!'"C" s 1 rs a r :cl_ ? given the 3 icl tics-,aG 20% A 'V^dt,l k Yat az 9 added to it, Response: Section IV. Article 40, 1?,: _ gr y 12 is ammnded R t :w e that aM °' oM c'nI nee A the lw 1 shall be completed .itl r 160 Me s 'iii # h e e „JS tLJ.'M IY T H vl it a E ?I!lr_t C?jl n :jf 1 G'` tlIt' - ?- - 1, esE- n No, Fan vs s ha ? ; . HSK < < <,_''-1 .,, It` component items that are add N: so_l as p3y Von o, END O ADDENFuMi # THE C;iTY OF LEAfrWATER PINEL AS ?()UNTY. FLORIDA islAWham B, Horne il, City Manager Item it 17 Attachment number 2 Page 9 of 20 PROJECT: 2009 Sidewalk Cc)ntract ___._,(U, -033 9 -E N) 0. (Wk a d G i 3 a t I, Q A a, d ,? '?k F I, ?. l?? f I f'. II '.L, ? j I I ? i I I I I I II I ,III ,I,11 F' 6 1'.rddr i? 1'?' Ii? '. )I 11,C I ?' n .j;11 f? f L ?a? C11 Jll',L; riC?1Y I? {?: alll;i?,': Item # 17 Attachment number 2 Page 10 of 20 , 1 O tM for fytl 7f?f y ! DATE: Naven-iber 4 009 TO: Prr,?t . 'I:; s and Others Cor?t,t; A Bidder c;-, t,e !- ,-t-.t-, noffied that the are rude to the ontiiic- l 1. Section I, A j Pri' . 1 r t to Bid Notir_ :t,.,rs Bid opening tin c ! . en _:f call ?r' to No\,en der If, 2009 at :00 P.M. . ell - .ton Ill. Irst?l!-tal?? to Bidders. eaei.-d Aid F r [),-wis acor, ntr t,_ ._ .'fie I ,fl Vd c:nt'Cact Provis' X11., :i'ild J,?',''IS Bacon Pre Li INi ,? October `, 2009. ZIr_ a LL, ! l-A eta' In fir r.wM OVe 1, ,? I aid 'ple PI; I?'l 1?Lr[?•!i_ r r I _ ? i' .! i.': ?i?i l.I if I[_'. 1,?-?II,J `vti'l l?l,..'? .t'r.-+ i._'y J "tf ,_1 j-?,.," Dr C,ra, oz.,In?? f l ??Ils ?._,:,?t LT., Wax,,%l ud ?:'•t 3s,,jj"!r Ut l ham(-)rJ N??1 E--?a 3r. C-L [d Ear. and a Pi l a a`alatiM _NF1 OF ADDENDL. .'J TIME CITE` LEARVVATEI a'INEL_LAS I°LINTY, FLOI; ll ?? _ s14?'illiatil E. L?c7c?rr?f?? 1yI laity Manager Item # 17 I 1 _ lilt _ Hr ?. I' ,I ,r J_ Attachment number 2 Page 11 of 20 ?'Nlih[vcf: -1-'l` I r, ?;Tl Ill 11 I : II" 1 illl ?f?l?"1,l`?st?1 .11Yti17 ' I - a l 1 "il k?o`a la t: 1, 10 11.111(f 11 s ? v I_ I [II?l 1 III I I_i1C j TO A I U . 'cciIn w p I .,l? II,II' i? ?Plll'I:lI o I I 1'i1, 11 I 1 'Ii 1tl?w ??1'li? , lIi`....? l' ? 7ta ol w1'l.li;_ l'f)'. d L I _ , I [I, w -w Item # 17 Attachment number 2 Page 12 of 20 (k` NI t Item # 17 Attachment number 2 Page 13 of 20 Ait a I . .......? Item # 17 Attachment number 2 Attachment number 2 Page 15 of 20 ` f Item # 17 Attachment number 2 Page 16 of 20 Item # 17 Attachment number 2 Page 17 of 20 Item # 17 Attachment number 2 Page 18 of 20 Attachment number 2 Page 20 of 20 rS z Item # 17 ?- Meeting Date: 12/17/2009 City Council Agenda Council Chambers - City Hall SUBJECT / RECOMMENDATION: Approve and convey to Florida Gas Transmission Company, a Delaware limited liability company, a non-exclusive Perpetual Gas Pipeline Easement containing 132 square feet, more or less, to encumber Pinellas County Parcel 20-29-16-000000-230-0400, together with a non-exclusive 2324 square foot, more or less, Perpetual Gas Pipeline Easement and a 3819 square foot, more or less, 24-month Temporary Work Space Easement to encumber Pinellas County Parcel 20-39-26-000000-320-0100, in consideration of receipt of $72,988.75 and Grantee's faithful compliance with the terms and conditions established therein, and authorize the appropriate officials to execute same. (consent) SUMMARY: Grantee has determined it necessary to replace a 10 to 12 inch gas transmission line along a 6 mile traverse of Pinellas County from Oldsmar through Clearwater with a new 12 inch line. FDOT plans to remove the old line beneath U. S. 19 during redevelopment of the roadway segment between Seville Boulevard and Whitney Road anticipated to commence in 2010. The 132 square foot perpetual easement will encumber the very southwesterly corner of a 49-foot wide parcel of land fronting Bay Cove Apartments, 19135 U. S. 19 North, that was deeded to the City as public right-of-way by the John Hancock Mutual Life Insurance Company on August 1, 1980. The 2324 square foot perpetual easement, and the 3819 square foot Temporary Work Space Easement will encumber a 40-foot wide parcel of land fronting the adjacent Imperial Cove Condominiums, 19029 U. S. 19 North, that the condominiums deeded to the City as public right-of-way on December 24, 1979. The temporary easement over the southerly 119 feet of the Imperial Cove parcel is located within an unpaved grassy area that will provide workspace for personnel, directional drilling equipment and material to facilitate installation of the new pipeline, together with at grade and subsurface appurtenances. Among other terms and conditions of the proposed easement grant, Grantee agrees to provide the City with true and correct copies of its project plans for City review and approval prior to commencing installation, and to be solely responsible for functionally relocating any existing City utilities that may conflict with the proposed project. Grantee further agrees and covenants to maintain existing open and safe public access across the right-of-way parcels during the exercise of any rights given in the subject easements. The $72,988.75 consideration the City will receive for granting the subject easements reflects the higher valuation of two appraisals Grantee contracted to value the easement interests. Delivery of the executed easement instrument to Grantee is conditioned upon receipt of the stated consideration. Revenue received will be recorded as Other General Fund (369901) revenue. Review Approval: 1) Legal 2) Engineering 3) Legal 4) Clerk 5) Assistant City Manager 6) Clerk 7) City Manager 8) Clerk Cover Memo Item # 18 Attachment number 1 Page 1 of 1 AERIAL LOCATOR MAP: FGT BA Y COVE - IMPERIAL COVE NATURAL GAS PIPELINE EASEMENT M- ? t ?fM wi 1` ?t ? i m ? - n. 4144 t:. OWL, lot bL :I 'lY T* I rt: ? 519 ?? ? .. way i s M„ uNa????aYru??wr, amnaa?a?rumO?KtttttV6Y F, Q I .,t . l ' f ?, I , f ? ! I ` ? ,, ILV Nrl F ? V p I a I Item # 18 Attachment number 2 Page 1 Of 1 o Clearwater Imperial Cove I Bay Cove Legend "? Parcel Boundary N FGT Natural Gas Pipeline Easement Bldg Footprint Outside CLWTR City limits W E Prepared by: Engineering Department Geographic Technology Division Clearwater Service Area Ite m # la 100S . Myrtle Ave, Clearwater, FL 33756 Ph: (727)5624750, Fax: (727)526-4755 www. MyC learwater. com Map Gen By: JHH Reviewed By: EB Date: 12/3/2009 Grid #: 318A S-T-R: XX-XXs-XXe Scale: N.T.S. Attachment number 3 Page 1 of 4 Return to: Paulette U. Trepl Right of Way Department Florida Gas Transmission Company, LLC 1410 Tech Boulevard Tampa, Florida 33619 Grantee: Florida Gas Transmission Company, LLC 5444 Westheimer Road Houston, Texas 77056 TRACT NO: FL-PINE-036.001 & FL-PINE-036-002 Parent Parcels 1. D. No. 20-29-16-00000-230-0400 & 20-29-16-00000-320-0100 NATURAL GAS PIPELINE EASEMENT FOR AND IN CONSIDERATION of the sum of Seventy Two Thousand Nine Hundred Eighty Eight and ---75/100's---Dollars ($72,988.75) payable following execution and prior to delivery hereof, the sufficiency of which is hereby acknowledged, and the benefits to be derived therefrom, the CITY OF CLEARWATER, FLORIDA, a Florida Municipal Corporation ("Grantor"), does hereby grant and convey to FLORIDA GAS TRANSMISSION COMPANY, LLC, a Delaware limited liability company, with principal offices at 5444 Westheimer Road, Houston, Texas 77056 ("Grantee"), perpetual, non- exclusive easement over, under and across the following described land lying and being situate in the County of Pinellas, State of Florida, to wit: An encumbrance upon Parcel I. D. No. 20-29-16-00000-230-0400: A 132.0 square foot, more or less, PERMANENT EASEMENT lying and being situate in the NW114 of Section 20, Township 29 South, Range 16 East, Pinellas County, Florida, as more particularly described and depicted in Exhibit "A-1", FL- PINE-036.001 appended hereto and by this reference made a part hereof; together with, An encumbrance upon Parcel I. D. No. 20-29-16-00000-320-0100: A 2324.0 square foot, more or less, PERMANENT EASEMENT , and a 3819.0 square foot, more or less, TEMPORARY WORK SPACE EASEMENT, lying and being situate in the SW114 of Section 20, Township 29 South, Range 16 East, Pinellas County, Florida, as more particularly described and depicted in Exhibit "A-11", FL-PINE-036.002 appended hereto and by this reference made a part hereof. Collectively, "Easement." FGT BAY COVE - IMPERIAL COVE NATURAL GAS PIPELINE EASEMENT 1209 - 1 - Item # 18 Attachment number 3 Page 2 of 4 This Easement is conveyed to Grantee to construct, maintain, operate, inspect, repair, replace, patrol, change the size of or remove a sub-surface natural gas transmission pipeline ("Pipeline") and both at grade and subsurface appurtenances thereto, including, but not limited to, markers, vents, cathodic protection equipment, facilities and apparatus, piping and fittings, or other protective devices, which are necessary in connection with the safe and efficient installation, operation and maintenance of the Pipeline ("facilities"). Prior to commencing project construction, Grantee shall provide Grantor true and correct Pipeline construction plans for Grantor's review and approval, which shall not be unreasonably withheld. Grantee, at Grantee sole cost and expense shall be responsible for accurately surveying, locating and functionally reconstructing and relocating any and all of Grantor's utilities constructed within the Easement that may conflict with Grantee's facilities. Grantee shall obtain all governmental and regulatory permits required to exercise the rights granted herein. Grantee shall have the right and option to operate the Pipeline facilities for its own use or to lease, sell or assign any or all of the capacity of the Pipeline or the rights thereto. Nothing herein shall be construed as granting an interest to third parties, and Grantee shall indemnify and remain fully liable to Grantor for all claims whatsoever that may arise as a result of the use of Grantee's pipeline capacity as described above. Grantee covenants, warrants and agrees that Grantee's Pipeline shall be constructed strictly in accordance with plans provided to and approved by Grantor, and that Grantee shall not revise, modify or relocate the Pipeline facilities during initial construction, or in connection with any future maintenance and/or replacement of such Pipeline facilities without first obtaining Grantor approval, which shall not unreasonably be withheld. Grantee shall have use of the Temporary Work Space Easement for purposes of staging or storage of equipment, supplies or materials, and ingress and egress, and for the movement of personnel, supplies and equipment related to Initial Pipeline Operations in connection with Grantee's Pipeline Facilities. The rights of Grantee with respect to the Temporary Work Space Easement shall commence on the latter of January 1, 2010 or upon actual commencement of Initial Pipeline Operations at any time up to but not later than May 1, 2010 if actual commencement is delayed by force majeure or any other circumstances beyond the reasonable control of Grantee. The Temporary Work Space Easement shall terminate and expire in all respects and for all purposes upon completion of Initial Pipeline Operations or twenty-four (24) months following actual commencement as provided herein. Grantee further covenants, warrants and agrees with Grantor that Grantee shall at all times during the exercise of rights conveyed herewith maintain open and safe public access and transit to all users of Grantor's real property as encumbered hereby. In any and all instances that public safety and welfare demands emergency repair of the Pipeline facilities, Grantee shall always and in every case take all reasonable measures to protect and assure uninterrupted safe and reasonable use of Grantor's property by the general public. Grantee covenants and agrees with Grantor that at all times during the exercise of rights granted herein Grantee shall hold harmless and indemnify Grantor against all claims, liabilities, expenses and losses as may be incurred arising out of or related to this grant of Easement, including but not being limited to (a) failure by Grantee, or its agents, to perform any provision, term, covenant or agreement required to be performed by Grantee in consideration of this grant of Easement; (b) any FGT BAY COVE - IMPERIAL COVE NATURAL GAS PIPELINE EASEMENT 1209 - 2 - Item # 18 Attachment number 3 Page 3 of 4 occurrence of injury, damage or death to persons, including third parties, and personal or real property, including any and all of Grantor's utility infrastructure as same is or may be lawfully constructed within, upon and under lands within which Grantor and Grantee utility infrastructure may be collocated throughout the project limits; (c) failure to comply with any requirements of any governmental authority, bonding or insuring company; (d) any security agreement, conditional bill of sale, chattel mortgage, mechanics liens connected with Grantee's activities and operations undertaken pursuant to this Easement grant; and (e) any and all improvements, their construction, alteration, maintenance, repair or replacement within and through the Easement and throughout the project limits. Such covenants to hold harmless and indemnify Grantor shall include reasonable attorneys' fees for all proceedings, trials and appeals as may result from Grantee default. Nothing herein shall be construed as consent by Grantor to be sued by third parties or as a waiver of Sovereign Immunity or the terms and limitations of Chapter 768.28, Florida Statutes, or other applicable law. Subject to Grantee's rights herein conveyed, Grantee, at Grantee's sole cost and expense, shall restore the surface of all disturbed areas within the Easement to original surface, contour and condition, as near as reasonably practical, not later than completion of any work project undertaken within the Easement in the exercise of rights granted herein. It is expressly understood that Grantor reserves all rights of ownership of the easement premises not inconsistent with the easement rights granted herein. Grantor warrants and covenants with Grantee that it is the owner of fee simple title to the herein described Easement, and that Grantor has full right and lawful authority to grant and convey this easement to Grantee, and that Grantee shall have quiet and peaceful possession, use and enjoyment of this Easement, being, however, expressly subject to all expressed stipulations, reservations, terms and conditions contained in that certain Special Warranty Deed as recorded in O. R. Book 5067, Page 790, and that Deed as recorded in O. R. Book 5067, Page 793, all in the Public Records of Pinellas County, Florida. This Easement is binding upon the Grantor, the Grantee, their respective heirs, successors and/or assigns. Unless specifically delimited herein, the rights granted herein shall be perpetual and irrevocable and shall run with the land, except by the written mutual agreement of both parties, or by abandonment of the Easement by Grantee. IN WITNESS WHEREOF, the undersigned Grantor has caused these presents to be duly executed this day of , 20 Countersigned: CITY OF CLEARWATER, FLORIDA Frank V. Hibbard, Mayor Approved as to form: By: William B. Horne, II, City Manager Attest: Laura Mahony, Assistant City Attorney Cynthia E. Goudeau, City Clerk FGT BAY COVE - IMPERIAL COVE NATURAL GAS PIPELINE EASEMENT 1209 - 3 - Item # 18 Attachment number 3 Page 4 of 4 STATE OF FLORIDA : : SS COUNTY OF PINELLAS : Before me, the undersigned authority, personally appeared FRANK V. HIBBARD, Mayor of the City of Clearwater, Florida, who is personally known to me, and who acknowledged the execution hereof to be his free act and deed for the use and purposes herein set forth. Notary Public - State of Florida Type/Print Name STATE OF FLORIDA : : SS COUNTY OF PINELLAS : My commission expires: Before me, the undersigned authority, personally appeared WILLIAM B. HORNE, II, the City Manager of the City of Clearwater, Florida, who is personally known to me, and who acknowledged thee execution hereof to be his free act and deed for the use and purposes herein set forth. Notary Public - State of Florida Type/Print Name My commission expires: FGT BAY COVE - IMPERIAL COVE NATURAL GAS PIPELINE EASEMENT 1209 - 4 - Item # 18 Meeting Date: 12/17/2009 City Council Agenda Council Chambers - City Hall SUBJECT / RECOMMENDATION: Approve the URS Corporation supplemental work order in the amount of $263,134 for additional engineering design and support services during construction of the Clearwater Glen Oaks/Palmetto Reclaimed Water Distribution Project (08-0043-UT); and authorize the appropriate officials to execute same. (consent) SUMMARY: This Agenda Item provides for additional engineering and design services for the construction of the Clearwater Glen Oaks/Palmetto Reclaimed Water Project. The original design Work Order and the Southwest Florida Water Management District Cooperative Funding Agreement were approved on June 18, 2009. The goal of this and all other reclaimed water projects is to reduce the amount of potable water and groundwater being used for irrigation and other non-potable uses. In addition, expansion of the Reclaimed Water Distribution System in accordance with Reclaimed Water Master Plan brings the City of Clearwater closer to achieving zero-discharge of effluent to Tampa Bay and adjacent surface waters. The first design work order was to target the Glen Oaks/Palmetto reclaimed water service area, the main portion of the project is located south of Russell Street and west of Jupiter Avenue and is bounded to the south by Druid Road and the north by Palmetto Street. The project includes six large recreational/commercial/aesthetic customers which include Glen Oaks Park, St. Cecilia Catholic School soccer fields, Clearwater Intermediate School, Betty-Drew Apartments, and Crest Lake Park/Dog Park. The first design work order included approximately 56,000 linear feet of pipe. After the Basis of Design was finalized and a construction estimate was established, it was determined that additional areas can be constructed without increasing the overall project budget. The Supplemental Work Order will include the design and limited construction services to construct approximately 38,000 linear feet of pipe to serve additional areas adjacent to the pre-defined Glen Oaks/Palmetto reclaimed water service area and also pick up more streets in the Glen Oaks/Palmetto area that were not included before. The overall design is anticipated to be complete by April 2010, with the construction phase scheduled for completion by December 31, 2012. URS Corporation is one of the City's Engineers-of-record, and this work order was negotiated in accordance with the Consultants Competitive Negotiations Act. The Cooperative Funding Agreement between the City and SWFWMD includes reimbursement of up to 50% of the cost of design, permitting and construction costs for transmission and distribution of reclaimed water lines up to a maximum of $2,890,000. The estimated total project cost is $5,780,000 and the City's estimated share of the project costs are $2,890,000. A first quarter amendment will transfer 2009 Water and Sewer Revenue bond proceeds from 0376-96611, Biosolids Treatment to 0376-96739, Reclaimed Water Distribution in the amount of $263,134.00 to provide funding for this work order. Type: Capital expenditure Current Year Budget?: Yes Budget Adjustment Comments: Budget Adjustment: None Cover Memo Item # 19 Current Year Cost: $263,134 Annual Operating Cost: 0 Not to Exceed: $263,134 Total Cost: For Fiscal Year: 2009 to 2010 $263,134 Appropriation Code Amount Appropriation Comment 0376-96739-561300-533-000- $263,134 See summary 0000 Review 1) Office of Management and Budget 2) Engineering 3) Office of Management and Budget 4) Legal 5) Clerk 6) Assistant Approval: City Manager 7) Clerk 8) City Manager 9) Clerk Cover Memo Item # 19 Attachment number 1 Page 1 of 10 URS CORPORATION SOUTHERN SUPPLEMENTAL WORK ORDER INITIATION FORM for the CITY OF CLEARWATER Date: October 28, 2009 City Project Number: 08-0043-UT Proj ect Number: 1. PROJECT TITLE: Glen Oaks & Palmetto Reclaimed Water Transmission, and Distribution Project Additional Vicinity Piping (N095) 2. SCOPE OF SERVICES: The project provides for the design, bidding services and limited engineering services during construction for additional extensions of the Glen Oaks & Palmetto Reclaimed Water Transmission, and Distribution Project. This work order is based upon the understanding that approximately 38,000 feet of 4- to 8-inch reclaimed water distribution mains will be designed and constructed for the Glen Oaks & Palmetto area within the CITY. This work order provides for: data collection, the development of an addendum to the Basis of Design Report (BODR) Addenda, the development of the 60 percent plans, the development of the 90 percent plans, the development of the 100 percent plans and the development of final plans. The design plans shall be compiled using the City of Clearwater CAD standards, as attached. I - PRE-DESIGN PHASE Task 1 - Data Collection URS will work with the CITY of collect existing data that will benefit the project. Examples of data required are water and sewer atlases, record drawings of existing reclaimed water facilities associated with the design of the project. Also the design of the project will require hydraulic modeling. URS currently has a significant amount of information on the CITY's current reclaimed water hydraulic models, there maybe additional information required from the CITY or its modeling consultant to complete the hydraulic modeling of the project. C ?Progtem FiluUSeevia COm?DOCUmmt C-ataVeaW gm 4*,FF?i?c G?O#,cl 9 Attachment number 1 Page 2 of 10 II - DESIGN PHASE Task 1 - Survey URS will perform the survey work required to develop the base information and the horizontal/vertical control for the design and construction plans. The approach involves the development of planimetrics from aerial photogrammetry followed by field surveying of the full right-of-way. The following sequence of task will be undertaken for the project: a. Measure down information will be obtained on structures. b. Side lot line information will not be acquired. c. Planimetric Mapping (Aerial Photogrammetry) 1. URS will prepare V = 20' scale planimetric mapping from right of way to right of way showing the following visible features; major roadways, streets, railroads, sidewalks, driveway turnoffs to back of sidewalk, utility poles, culverts, catch basins, signs, manholes, fire hydrants, posts, utility boxes, mail boxes, concrete slabs, trails, walls, towers, water bodies, transmission lines, billboards, swamps, bridges and timbered areas. 2. URS will ground truth mapping and supplement as required. 3. Photogrametric services include, flight and photography, aerial triangulations, planimetric mapping and digital files with face of buildings. 4. Raster images will not be included in the survey work product. d. Right-of-Way Mapping and Determination 1. URS will determine approximate right-of-way line on both sides of each road within project area. 2. For on unpaved roads or those not shown on the CITY project map, URS will determine the both sides of the right-of-way. 3. URS will add the right-of-way lines to planimetric mapping. 4. URS will shown side lot lines in the survey work product. 2 C?Progtem FiluUSeevia COm?DOCUmmt C-ataVeaW gmd 4tFMO#,cl 9 Attachment number 1 Page 3 of 10 e. Utility Depths 1. URS will obtain measure downs on accessible structures. 2. Measure down information will be added to planimetric mapping. f. Miscellaneous Items 1. Trees (4" D.B.H.) will be located to 5 feet outside right-of-way line. The size and species of tree will be collected as part of this task. 2. The outline of areas of significant ornamental vegetation will be shown. Individual items will not be located. 3. Street addresses for the parcels to be served will be incorporated into the survey files. g. Reclaimed Water Main Routes 1. Title information will be provided to URS on any undeveloped right-of- way sections. 2. Jurisdictional wetlands' locations not included unless areas determined prior to the final scope. 3. Reclaimed water main routes will have topography located in a 50-foot wide area. Task 2 - Geotechnical The purpose of the geotechnical services is to provide subsurface soil conditions and relevant geotechnical engineering properties as well as to provide geotechnical recommendations to guide project design and construction. The objective of the geotechnical study will be to obtain information concerning subsurface conditions at within the project area in order to obtain data to base engineering estimates and recommendations in each of the following areas: 1. Suitability of materials on-site for use as backfill. Recommendations for placement and compaction of approved fill materials. 2. General location and description of potentially deleterious materials discovered in the borings, which may interfere with construction progress including existing fills or surficial organics. Identification of groundwater levels and estimation of Seasonal High Groundwater Table (SHGWT) levels. 3 C?Progtem FiluUSeevia COm?DOCUmmt C-ataVeaW gmd 4tFMO#,cl 9 Attachment number 1 Page 4 of 10 3. URS will review readily available published soils and topographic information. This published information will be obtained from the appropriate Florida Quadrangle Map published by the United States Geological Survey (USGS), and the Soil Survey for Pinellas County, published by the United States Department of Agriculture (USDA) Soil Conservation Service (SCS). 4. URS will execute a program of subsurface exploration consisting of borings, subsurface sampling and field-testing. We plan to perform a total of forty (40) Standard Penetration Test (SPT) borings to a depth of 10 feet below existing grade along the pipeline alignment. In each SPT boring, samples will be collected and SPT resistances will be measured virtually continuously to the boring termination depth. 5. URS will visually classify the samples in the laboratory using the Unified Soil Classification System (USCS). Identify soil conditions at each boring location and form an opinion of the site soil stratigraphy. 6. URS will prepare a formal engineering report in accordance with this proposal, which summarizes the course of study pursued, the field data generated, subsurface conditions encountered and engineering recommendations in each of the pertinent topic areas. Task 3 - Subsurface Utility Engineering The location of potential utility conflicts is not known at this time. It is assumed that up to twenty (20) utility conflicts will be encountered which will require field verification by subsurface utility evaluation. Task 4 - Development of Basis Of Design Report (BODR) Addendum Since a BODR has been developed for the original configuration of the Reclaimed Water Transmission, and Distribution Project, URS will supplement the BODR with an Addendum to include the new extended reclaimed water service area for the project. The BODR Addendum will provided detail regarding the extended project areas, the general alignment of the extended reclaimed water transmission and distribution systems, hydraulic modeling of the extended systems and pipeline sizing, identification of potential major conflicts and construction issues, opinion of probable construction costs, conceptual construction phase schedule. URS will submit six (6) copies of the draft BODR Addendum to the CITY for review and comment. URS will convene a BODR Addendum review meeting with the CITY to receive review comments approximately two (2) weeks after the submission of the BODR Addendum to the CITY. URS will prepare and distribute minutes (comments and responses) of the BODR Addendum review meeting to the attendees. 4 C?Progtem FiluUSeevia COm?DOCUmmt C-ataVeaW gmd 4tFMO#,cl 9 Attachment number 1 Page 5 of 10 Based upon the comments received during the review meeting URS will finalize the BODR Addendum. Upon completion of the final BODR Addendum, URS will submit six (6) copies of the final BODR Addendum to the CITY. Task 5 - Development of 60 Percent Plans From the basis of design developed in the BODR Addendum, URS will develop the 60 percent completion level plans. The 60 percent plans will include pipe plan views with profile details for identified areas of potential conflict or in areas that will require additional profile information (e.g. Pinellas County road and/or railroad crossings), survey data sheet, geotechnical information, typical details and opinion of probable construction cost. The BODR Addendum and the 60 percent submittal will be used as supporting information for FDEP, Pinellas County, MOT and CSX (if applicable) permit applications. The 60 percent submittal will include draft permit application packages for the CITY's review and comment. URS will submit six (6) sets of the 60 percent plans and opinion of probable construction cost to the CITY for review and comment. URS will convene a 60 percent review meeting with the CITY to receive review comments approximately two (2) weeks after the submission of the 60 percent documents to the CITY. URS will prepare and distribute minutes (comments and responses) of the 60 percent review meeting to the attendees. Task 6 - Development of 90 Percent Plans From the review of the 60 percent plans and opinion of probable construction cost, URS will develop the 90 percent completion level plans. The plans will be pipe plan view with profile details for identified areas of potential conflict or in areas that will require additional profile information (e.g. Pinellas County road and/or railroad crossings), survey data sheet, geotechnical information, typical details and opinion of probable construction cost. URS will submit six (6) sets of the 90 percent plans and opinion of probable construction cost to the CITY for review and comment. URS will convene a 90 percent review meeting with the CITY to receive review comments approximately two (2) weeks after the submission of the 90 percent documents to the CITY. URS will prepare and distribute minutes (comments and responses) of the 90 percent review meeting to the attendees. 5 C?Progtem FiluUSeevia COm?DOCUmmt C-ataVeaW gmd 4tFMO#,cl 9 Attachment number 1 Page 6 of 10 III - FINAL DESIGN PHASE Task 1 -Development of 100 Percent Plans From the review of the 90 percent plans and opinion of probable construction cost, URS will develop the 100 percent completion level plans. The plans will be pipe plan view with profile details for identified areas of potential conflict or in areas that will require additional profile information (e.g. Pinellas County road and/or railroad crossings), survey data sheet, geotechnical information, typical details and opinion of probable construction cost. Also any known permit conditions at the time of the submittal will be included in the 100 percent plans. URS will submit six (6) sets of the 100 percent plans and opinion of probable construction cost to the CITY for review and comment. URS will convene a 100 percent review meeting with the CITY to receive review comments approximately two (2) weeks after the submission of the 100 percent documents to the CITY. URS will prepare and distribute minutes (comments and responses) of the 100 percent review meeting to the attendees. Task 2 - Development of Final Plans From the review of the 100 percent plans and opinion of probable construction cost, URS will develop the final plans and technical specifications. The plans will be pipe plan view with profile details for identified areas of potential conflict or in areas that will require additional profile information (e.g. Pinellas County road and/or railroad crossings). The final plans will be ready for advertisement by the CITY for bidding by general utility contractors. URS will submit two (2) sets of the final plans and opinion of probable construction cost to the CITY for review and comment. URS will also submit the final plans and in electronic form (AutoCAD for the final plans) and one signed and sealed original set of plans. It is anticipated that the final plans will be used by the CITY for bidding and construction of the project. IV - PROJECT MANAGEMENT During the course of the project, URS will provide project management to maintain schedule, scope and budget requirements. Also it is understood that SWFWNM will require bimonthly project status reports during the design and construction of the project. URS will prepare the bimonthly project status reports for the CITY's use in coordinating with SWFWNID. 6 C?Progtem FiluUSeevia COm?DOCUmmt C-ataVeaW gmd 4tFM0#,c1 9 Attachment number 1 Page 7 of 10 Additionally URS will maintain open lines of communication with the CITY and will meet with the CITY as required. It is assumed that there will be four (4) project meetings that are in addition to other meetings identified in Tasks I through V. It is assumed that those other meetings will have a project management and status agenda item and will suffice for the purposes of the CITY with regard to the status of the project and issues at the time. 3. PROJECT GOALS: The project goals are to design and construct new reclaimed water distribution systems for the CITY to continue to expand its reclaimed water customer base and to increase the amount of reclaimed used to offset potable water demand for nonpotable uses. Additionally the increased use of reclaimed water within the CITY will also help to reduce the amount of treated effluent that is discharge to surface waters for disposal. The work products developed will include the draft and final BODR Addenda, 60-, 90-, 100-percent plans, a final bidding set of plans, opinions of probable construction cost, survey electronic files, geotechnical report, regulatory permit applications, bimonthly project status reports. The plans will be drafted in AutoCAD and the text documents will be MS Word documents. 4. BUDGET: The fee estimate for this assignment is shown below and is also located on Attachment "B" This price includes all labor and expenses anticipated to be incurred by URS Corporation Southern for the completion of these tasks, not to exceed Two Hundred Sixty Three Thousand One Hundred and Thirty Four Dollars ($263,134.00). This fee includes funds for pay for permit application fees to be reimbursed by the CITY. Task I Pre-Design $ 1,725.00 Task 11 Design $214,518.00 Task III Final Design $ 30,751.00 Task IV Project Management $ 12,140.00 Permit Review Fees $ 0.00 Other Direct Costs $ 4,000.00 Total $263,134.00 5. SCHEDULE: The design portion of the project is to be completed 250 days from issuance of notice-to- proceed. The schedule is based upon the assumption of the CITY reviews of the project 7 C?Progtem FiluUSeevia COm?DOCUmmt C-ataVeaW gmd 4tFM0#,cJ 9 Attachment number 1 Page 8 of 10 6. 7. 8. work products will be completed in two (2) weeks from the date of submission. The project deliverables are to be phased as follows: 30% Draft BODR Addendum 30% Final BODR Addendum 60% Plans and Permit Applications 90% Plans 100% Plans Final Construction Documents STAFF ASSIGNMENT (Consultant): Officer-in-Charge: Project Manager: Engineer III: Construction Manager: Senior Designer: CADD Operator: Admin Assistant: Dana K Tallman, P.E. Bozho Handjiev, P.E. Maria Muller, E.I. Craig Osmanski, P.E. David Ellis Terry Sonnenberg Lisa Woodard No. of days after NTP 14 calendar days 30 calendar days 90 calendar days 120 calendar days 150 calendar days 180 calendar days CORRESPONDENCE/REPORTING PROCEDURES: ENGINEER's project correspondence shall be directed to Bozho Handjiev, P.E. All City project correspondence shall be directed to Lan-Anh Nguyen, P.E. with copies to others as may be appropriate. INVOICING/FUNDING PROCEDURES: Invoices shall be submitted monthly to the City of Clearwater, Attn: Veronica Josef, Senior Staff Assistant, P. O. Box 4748, Clearwater, Florida 33758-4748, for work performed. Invoices will be prepared monthly according to the City's Engineer of Record contract procedures and requirements. Contingency services will be billed as incurred only after written authorization provided by the City to proceed with those services. City Invoicing Code: 0381-96739-561300-533-000-0000 8 C P og mFilu e is CO Do mmt C-ataVea g-4tFM0#,c1 9 Attachment number 1 Page 9 of 10 9. SPECIAL CONSIDERATIONS: URS shall meet or assist the City with meeting all conditions of SWFWMD Cooperative Funding Agreement. The Bidding Services and Limited Services During Construction for the work described herein are provided in the previous Glen Oaks/Palmetto Reclaimed Water Transmission and Distribution Work Order. PREPARED BY: Dana K. Tallman, PE Vice President URS Corporation Southern APPROVED BY: Michael D. Quillen, PE City Engineer City of Clearwater Date Date 9 C?Progtem FiluUSeevia COm?DOCUmmt C-ataVeaW gmd 4tFM0#,cj 9 Attachment number 1 Page 10 of 10 r Clearwater 0 CITY OF CLEARWATER ENGINEERING DEPARTMENT WORK ORDER INITIATION FORM Attachment "A" CITY DELIVERABLES FORMAT The design plans shall be compiled utilizing one of the following two methods. 1. City of Clearwater CAD standards. 2. Pinellas County CAD standards 3. Datum: Horizontal and Vertical datum shall be referenced to North American Vertical Datum of 1988 (vertical) and North American Datum of 1983/90 (horizontal). The unit of measurement shall be the United States Foot. Any deviation from this datum will not be accepted unless reviewed by City of Clearwater Engineering/Geographic Technology Division. DELIVERABLES The design plans shall be produced on vellum or bond material, 24" x 36" at a scale of 1" = 20' unless approved otherwise. Upon completion the consultant shall deliver all drawing files in digital format with all project data in Land Desktop 2000 or later including all associated dependent files. NOTE: If approved deviation from Clearwater or Pinellas County CAD standards are used the consultant shall include all necessary information to aid in manipulating the drawings including either PCP, CTB file or pen schedule for plotting. The drawing file shall include only authorized fonts, shapes, line types or other attributes contained in the standard AutoDesk, Inc. release. All block references and references contained within the drawing file shall be included. Please address any questions regarding format to Mr. Tom Mahony, at (727) 562-4762 or email address tom.mahony(c,clearwater- fl.com ? All electronic files must be delivered upon completion of project or with 100% plan submittal to City of Clearwater. 10 C P og mFilu e is CO Do mmt C-ataVea g-4tF?i?c G?0 ,cJ 9 City Council Agenda Council Chambers - City Hall SUBJECT / RECOMMENDATION: Meeting Date: 12/17/2009 Award a contract to TLC Diversified, Inc. of Palmetto, Florida for the construction of the Marshall Street and East Advanced Pollution Control Facilities (APCF) Chlorine Gas and Sulfur Dioxide Gas Conversion Project in the amount of $1,153,559.00, which is the lowest responsible bid in accordance with plans and specifications; and approve a work order for $193,700.00 to Jones Edmunds and Associates, Inc., of Tampa, Florida, for project related post-design engineering services, and authorize the appropriate officials to execute same. (consent) SUMMARY: This project includes the removal of the existing chlorine gas and sulfur dioxide gas systems and replaces them with permanent liquid chlorine solution (hypochlorite solution) and liquid bisulfite solution systems at both the Marshall Street and the East APCFs. In January 2008, the chlorine gas and bisulfide gas systems used for the chlorination and de-chlorination operation at the Marshall Street and East APCFs were removed and temporary liquid chlorine solution (hypochlorite solution) and liquid bisulfite solution systems were installed as part of the design. The purpose for the gas system removal was to eliminate Risk Management Plan (RMP) documentation and reporting requirements, as well as reduce the health and safety issues associated with the existing gas disinfection and dechlorination systems. The project was competitively bid, and TLC Diversified was the lowest responsive bidder for a proposed fee of $1,153,559.00. The requested $193,700.00 authorization for Jones Edmunds provides Construction, Engineering and Inspection (CEI) services of the Marshall Street and East Advanced Pollution Control Facilities (APCF) Chlorine Gas and Sulfur Dioxide Gas Conversion Project in the amount of $151,700 during the construction period , which includes daily on-site construction inspection, engineering assistance with onsite observations and interpretations, review of shop drawings, attending meetings, and providing record drawings for the City of Clearwater. This fee also includes daily on-site construction inspection in the amount of $42,000 for the Marshall Street APCF Generator Upgrade Phase 2 Project (07-0032-UT) since construction will be occurring simultaneously at the same facility. The City is utilizing the Owner's Direct Purchase (ODP) option for selected equipment, and the tax savings is estimated at $25,918.00. The contract period for construction is 300 consecutive calendar days estimated to start in January 2010 and finish in November 2010. The Public Utilities Department will own and maintain the proposed improvements included in this contract. A first quarter amendment will transfer 2009 Water and Sewer Revenue bond proceeds from 0376-96611, Biosolids Treatment to 0376-96624, Liquid Disinfection in the amount of $445,000.00. Additional funding with 2009 Water and Sewer Revenue Bond proceeds is available in projects 0376-96624, Liquid Disinfection in the amount of $698,227.88 and 0376-96619, WTTP Generator Replacements in the amount of $42,000. Funding is also available in Capital Improvement Program project 0315-96624, Liquid Disinfection, in the amount of $162,031.12. Type: Capital expenditure Cover Memo Current Year Budget?: Yes Budget Adjustment: Yes Item # 20 Budget Adjustment Comments: See funding statement Current Year Cost: $1,347,259.00 Annual Operating Cost: Not to Exceed: $1,347,259.00 Total Cost: $1,347,259.00 For Fiscal Year: 2009 to 2010 Appropriation Code Amount Appropriation Comment 0376-96619-561300-535- $ 42,000.00 see summary section 000-0000 0376-96624-561300-535- $151,700.00 see summary section 000-0000 0376-96624-563800-535- $991,527.88 see summary section 000-0000 0315-96624-563800-535- $162,031.12 see summary section 000-0000 Bid Required?: Yes Bid Number: 07-0021-UT Other Bid / Contract: Bid Exceptions: None Review 1) Financial Services 2) Office of Management and Budget 3) Legal 4) Clerk 5) Assistant City Manager 6) Clerk 7) City Approval: Manager 8) Clerk Cover Memo Item # 20 , - I k f' t a 1I1 , --FM ... it ('?'' r C 4 .! sk a a z 0 a U O J U w mmn O oc 0 N it N O O i O H V h z ?a 0 V V W W a x W Z v ti a W a O x O M Q? O O N ao w 0 A Z A L'7 w 0 A Q? O 0 N w w A A H W A A ? O O a N rl O ? Q Q O O Q W d W A M ? ? 69 515 Q A Q Z Q U A z ?, W x ?AN w w w w w H a a w A ? W,o o w w w w w x a ? U O W ? z x z x ? ? ? z . ? z o o ? ? ~ U z z U A z W ? ? w ? x o U w z o x ? rA o H ? W H ? Q a w A ? 0 N it N Attachment number 3 Page 1 of 1 MARSHALL STREET & EAST APCF CHLORINE GAS AND SULFUR DIOXIDE CONVERSION (07-0021-UT) BID OPENING - WEDNESDAY, NOVEMBER 18, 2009 AWARD -THURSDAY, DECEMBER 17, 2009 INTERSTATE ENGINEERING CORP. 6421 CONGRESS AN E., #100 BOCA RATON, FL. 33487 TLC DIVERSIFIED, INC. 271917TH ST. E. PALMETTO, FL. 34221 1 BIDIT"F; N?IARSIIALL STREET APCF DEMOLITION OF REMIANING PIPING. EQUIPMENT. AND ELECTRICAL COMPONENTS OF CHLORIDE GAS SYSTEM AND SULFUR DIOXIDE GA SYSTEM (MAIN COMPONENTS ALREADY REMOVED). QTV - CH 1 ir?"IT LORI LS Tr?"IT PRT('E 4?InTmT NE & SULFUR DIOXID $ 24.000.00 $ 24.000.00 I-N-ITPRICF A? VNT E $ 27.000.00 $ 27.000.00 2a FURNISH AND DELIVER SODIUM HYPOCHLORITE BULK STORAGE TANKS - ODP ITEM 1 LS $ 80.745.00 $ 80.745.00 $ 80.745.00 $ 80.745.00 2b SODIUM HYPOCHLORITE BULK STORAGE TANKS SALES TAX 1 LS $ 5.700.00 $ 5.700.00 $ 5.652.00 $ 5.652.00 2c INSTALLATION.. TESTING AND WARRANTY OF SODIUM HYPOCHLORITE BULK STORAGE TANKS 1 LS $ 153.000.00 $ 153.000.00 $ 132.000.00 $ 132.000.00 3a FURNISH AND DELIVER SODIUM BISULFITE BULK STORAGE TANSK - ODP ITEM 1 LS $ 10.932.00 $ 10.932.00 $ 10.932.00 $ 10.932.00 3b SODIUM BISULFITE BULK STORAGE TANKS SALES TAX 1 LS $ 770.00 $ 770.00 $ 765.00 $ 765.00 3c INSTALLATION. TESTING AND WARRANTY OF SODIUM BISULFITE BULK STORAGE TANKS 1 LS $ 63.000.00 $ 63.000.00 $ 116.000.00 $ 116.000.00 4a FURNISH AND DELIVER CHEMICAL FEED PUMP SKIDS FOR SODIUM HYPOCHLORITE SYSTEM - ODP ITEM 1 LS $ 94.700.00 $ 94.700.00 $ 94.700.00 $ 94.700.00 4b CHEMICAL FEED PUMP SKIDS FOR SODIUM HYPOCHLORITE SYSTEM SALES TAX 1 LS $ 6.600.00 $ 6.600.00 $ 6.600.00 $ 6.600.00 4c INSTALLATION. TESTING AND WARRANTY OF CHEMICAL FEED PUM SKIDS FOR SODIUM HYPOCHLORITE SYSTEM 1 LS $ 51.000.00 $ 51.000.00 $ 10.000.00 $ 10.000.00 5a FURNISH AND DELIVER CHEMICAL FEED PUMP SKIDS FOR SODIUM BISULFITE SYSTEM - ODP ITEM 1 LS $ 31.530.00 $ 31.530.00 $ 31.530.00 $ 31.530.00 5b CHEMICAL FEED PUMP SKIDS FOR SODIUM BISULFITE SYSTEMS SALES TAX 1 LS $ 2.300.00 $ 2.300.00 $ 2.300.00 $ 2.300.00 5c INSTALLATION. TESTING AND WARRANTY OF CHEMICAL FEED PUM SKIDS FOR SODIUM BISULFITE SYSTEM 1 LS $ 27.000.00 $ 27.000.00 $ 8.000.00 $ 8.000.00 6 FURNISH AND RELOCATE THE LEVEL METER IN THE RECLAIMED WATER PUMP WELL 1 LS $ 12.570.00 $ 12.570.00 $ 7.500.00 $ 7.500.00 7 MOBILIZATIONTDEMOBILIZATION 1 LS $ 14.333.00 $ 14.333.00 $ 15.000.00 $ 15.000.00 8 SCADA INTEGRATION SERVICE ALLOWANCE 1 LS $ 23,000.00 $ 23,000.00 $ 23,000.00 $ 23,000.00 MARSHALL STREET APCF - CHLORINE & SULFURE DIOXIDE - SUB-TOTAL (ITEMS 1-8) $ 601.180.00 $ 571.724.00 9 10 CONTINGEN( 1" 1 LS $ 60,118.00 $ 60.118.00 $ 57.172.40 $ 57.172.40 MARSHALL STREET APCF - CHLORINE & SULFURF DIOXIDE - TOTAL (ITEMS 1-9) ti 661,298.00 8 628,896.40 10 EAST AMT - CHLORINE & SULFUR DIO ULMOLI'IION OF CHLORINE GAS S15IENI AND SULFUR DIOXIDE GAS SYSTEM 1 LS $ 34.000.00 XIDE $ 34.000.00 $ 27.000.00 $ 27.000.00 l l a FURNISH AND DELIVER SODIUM HYROCHLORITE BULK STORAGE TANKS - ODP ITEM 1 LS $ 48.447.00 $ 48.447.00 $ 48.447.00 $ 48.447.00 l lb SODIUM HYPOCHLORITE BULK STORAGE TANKS SALES TAX 1 LS $ 3.400.00 $ 3.400.00 $ 3.391.00 $ 3.391.00 11 c INSTALLATION.. TESTING AND WARRANTY OF SODIUM HYPOCHLORITE BULK STORAGE TANKS SALES TAX 1 LS $ 142.000.00 $ 142.000.00 $ 120.000.00 $ 120.000.00 12a FURNISH AND DELIVER SODIUM BISULFITE BULK STORAGE TANKS - ODP ITEM 1 LS $ 7.288.00 $ 7.288.00 $ 7.288.00 $ 7.288.00 12b SODIUM BISULFITE BULK STORAGE TANKS SALES TAX 1 LS $ 520.00 $ 520.00 $ 510.00 $ 510.00 12c INSTALLATION. TESTING AND WARRANTY OF SODIUM BISULFITE BULK STORAGE TANKS 1 LS $ 53.000.00 $ 53.000.00 $ 115.000.00 $ 115.000.00 13a FURNISH AND DELIVER CHEMICAL FEED PUMP SKIDS FOR SODIUM HYPOCHLORITE SYSTEM - ODP ITEM 1 LS $ 63.100.00 $ 63.100.00 $ 63.100.00 $ 63.100.00 13b CHEMICAL FEED PUMP SKIDS FOR SODIUM HYPOCHLORITE SYSTEMS SALES TAX 1 LS $ 4.400.00 $ 4.400.00 $ 4.400.00 $ 4.400.00 13c INSTALLATION. TESTING AND WARRANTY OF CHEMICAL FEED PUM SKIDS FOR SODIUM HYPOCHLORITE SYSTEM 1 LS $ 22.000.00 $ 22.000.00 $ 8.000.00 $ 8.000.00 14a FURNISH AND DELIVER CHEMICAL FEED PUMP SKIDS FOR SODIUM BISULFITE SYSTEM - ODP ITEM 1 LS $ 31.530.00 $ 31.530.00 $ 31.530.00 $ 31.530.00 14b CHEMICAL FEED PUMP SKIDS FOR SODIUM BISULFITE SYSTEM SALE TAX 1 LS $ 2.300.00 $ 2.300.00 $ 2.300.00 $ 2.300.00 14c INSTALLATION. TESTING AND WARRANTY OF CHEMICAL FEED PUM SKIDS FOR SODIUM BISULFITE SYSTEM 1 LS $ 16.500.00 $ 16.500.00 $ 8.000.00 $ 8.000.00 15 MOBILIZATIONTDEMOBILIZATION 1 LS $ 10.000.00 $ 10.000.00 $ 15.000.00 $ 15.000.00 16 SCADA INTEGRATION SERVICE ALLOWANCE 1 LS $ 23.000.00 $ 23.000.00 $ 23.000.00 $ 23.000.00 EAST APCF - CHLORINE & SULFUR DIOXIDE SUB-TOTAL (ITEMSI0-16) $ 461.485.00 $ 476.966.00 17 10% CONTINGENCY 1 LS $ 46.148.50 $ 46.148.50 $ 47.696.60 $ 47.696.60 EAST APCF - CHLORINE & SULFUR DIOXIDE TOTAL BID (ITEMS 10-17) = 8 507,633.50 8 524,662.60 BASE BID SUB-TOTAL (BID TEMS #1-8,9-16) = 8 1,062,665.00 8 1,048,690.00 SUB-TOTAL 10% CONTINGENCY (BID TEMS # 9 & 17) = 8 106,266.50 8 104,869.00 BASE BID GRAND TOTAL (BID ITEMS # 1-16) = 8 1,168,931.50 8 1,153,559.00 Item # 20 Attachment number 4 Page 1 of 19 BOND NUMBER: CONTRACT BON D STATE OF FLORIDA COUNTY OF PINELLAS OW ALL .,.! THESE PRESENTS: That we TLC DIVERSIFIED, INS. Contractor and WESTFIELD INSURANCE COMPANY (Surety) whose home address is P .O. BOX 5001, WESTFIELD CENTER 110 ,442-51 HEREINAFTER CALLED THE "Surety", are held and firmly bound into the City of Clearwater, Florida (hereinafter called the "Owner") in the penal suns of ONE MILLION, ONE HUND E[) FIFTY-THREE THOUSAND, FIVE It, ll,,N IRED FIFTY-NINE DOLLARS AND NO Cl_.,, i .y ($1,153,553.00) for the payment of which we bind ourselves, our heirs, executors, administ] .:ter-:, successors, and assigns for the faithful performance of a certain written contract, dated the . day of , 20 , entered into between the Contractor and the City of Clearwater or.. MARSHALL STREET AND EAST APCF CHLORINE GAS AND SULFUR DIOXIDE CONVERSION (070021-UT) a copy of which said contract is incorporated herein by reference and is made a part hereof as if fully copied herein. NOW 'T'HEREFORE, THE CONDITIONS OF THIS OBLIGATION ARE SUCH, that if the Contractor shall in all respects comply with the terms and conditions of said contract, including the one-year guarantee of material and labor, and his obligations thereunder, including the contract documents (which include the Advertisement for Bids, Form of Proposal, Form of Contract, Form of Surety Bond, instructions to Bidders, General Conditions and Technical Specifications) and the Plans and Specifications therein referred to and made a part thereof, and such alterations as may be made in said PlU7ns and Specifications as therein provided for, and shall indemnify and save harmless the said Owner against and from all costs, expenses, damages, injury or conduct, want of care or skill, negligence or default, including patent infringements on the part of the said Contractor agents or employees, in the execution or performance of said contract, including errors in the plans furnished by the Contractor, and further, if such "Contractor" or "Contractors" shall promptly make payi eats to all persons supplying him, them or it, labor, material, and supplies used directly or indirectly by said Contractor, Contractors, Sub-Contractor, or Sub-Contractors, in the prosecution of the work provided for in said Contract, this obligation shall be void, otherwise, the Contractor and Surety jointly and severally agree to pay to the Owner any difference between the sum to which the said Contractor,- would be entitled on the completion of the Contract, and that which the Owner may be obliged to pay for the completion of said work by contract or otherwise, & any damages, direct or indirect, or consequential, which said Owner may sustain on account of such work, or on account of the failure of the said Contractor to properly and in all things, keep and execute all the provisions of said contract. Page Item # 20 Attachment number 4 Page 2 of 19 CONTRACT BOND (2) And the said Contractor and Surety hereby further bind themselves, their successors, executors, administrators, and assigns, jointly and severally, that they will amply and fully protect the said Owne ° against- and will pay any and all amounts, damages, costs and judgments which may be recovered against or which the Owner may be called upon to pay to any person or corporation by reason of any damages arising from the performance of said work, or of the repair or maintenance thereof, or the manner of doing the same or the neglect of the said Contractor or his agents or sere=ants or the improper performance of the said work by the Contractor or his agents or servants, or the infringetnei its of any patent rights by reason of the use of any material furnished or work done; as aforesaid, or of -wise. And the said Contractor and Surety hereby further bind thernselves, their successors, heirs, executors, administrators, and assigns, jointly and severally, to repay the owner any sum which the Owner may be compelled to pay because of any lien for labor material furnished for the work,, embraced by said Contract. And the said Surety, for the value received, hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the contract or to the wort, to be performed thereunder or the specifications accompanying the same shall in any way affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the contract or to the work or to the specifications. IN TESTIMONY WHEREOF, witness the hands and seals of the parties hereto this day of 20 TLC DIVSERSIFIE> I SC. CONTRACTOR By: AT'T'EST: WITNESS: SURETY By: ATTORNEY-IN-FACT COUNTERSIGNED: Page 2 Item # 20 Attachment number 4 Page 3 of 19 CONTRACT This CONTRACT made and entered into this day of 20 by and between the City of Cleajiv ter, Florida., a municipal corporation, hereinafter designated as the "City", and TLC DIVERSIFIP YNC. of the City of PALMETTO, !County of MANATEE and State of FLORIDA hereinafter desi,,nated as the "Contractor". WITNESSET : That the parties to this contract each in consideration of the undertakings, promises and agreements on the part of the other herein contained, do hereby undertake, promise and agree as follows: The Contractor, and his or its successors, assigns, executors or administrators, in consideration of the sums of money as herein after set forth to be paid by the City and to the Contractor.. shall and will at their own cost and expense perform all labor, furnish all materials, tools and equipment for the following: MARSHALL STREET AND EAST APCF CHLORINE GAS AND SULFUR DIOXIDE CONVERSION (07-0021-UT) IN THE AMOUNT OF: ONE MILLION, ONE HUNDRED FIFTY-THREE THOUSAND, FIVE HUNDRED FIFTY-NINE DOLLARS AND NO CENTS ($1,153,559.00) In accordance with such proposal and technical supplemental specifications and such other special provisions and drawings, if any, which will be submitted by the City, together with any advertisement, instructions to bidders, general conditions, proposal and bond, which may be hereto attached, and any drawings if any, which may be herein referred to, are hereby made a part of this contract, and ali of said work to be performed and completed by the contractor- and its successors and assigns shall be fully completed in a good and workmanlike manner to the satisfaction of the City. If the Contractor should fail to comply with any of the terms, conditions, provisions or stipulations as contained herein within the time specified for completion of the work to be performed by the Contractor, then the City, may at its option, avail itself of any or all remedies provided on its behalf and shall have the right to proceed to complete such work as Contractor is obligated to perform in accordance with the provisions as contained herein. PaL Item # 20 Attachment number 4 Page 4 of 19 CONTRACT (2) In addition to the foregoing provisions, the Contractor agrees to conform to the following requirements: In connection with the performance of work under this contract, the Contractor agrees iiot to discriminate against any employee or applicant for employment because of race, sex, religion, color, or national origin. The aforesaid provision shall include, but not be limited to, the following. employment, upgrading, dernotion, or transfer; recruitment or recruitmment advertising; lay-off or termination, rates of pay or other foams of compensation; and selection for training, including apprenticeship. The Contractor agrees to post hereafter- in conspicuous places, available for employees or applicants for employment, notices to be provided by the contracting officer setting forth the provisions of the non-,discrimination clause, The Contractor further agrees to insert the foregoing provisions in all contracts hereunder, including contracts or agreements with labor unions and/or worker's representatives, except sub-contractors for standard commercial supplies or raw materials. It is mutually agreed between the parties hereto that time is of the essence of this contract, and in the event that the work to be performed by the Contractor is not completed within the time stipulated herein, it is there further agreed that the City may deduct from such sums or compensation as may be due to the Contractor the sum of $1,000.00 per day for each day that the work to be performed by the Contractor remains incomplete beyond the time limit specified herein, which sum of $1„400.00 per dav_ shall. only and solely represent damages which the City has sustained by reason of the failar1'C of the Contractor to complete the work within the time stipulated, it being further agreed that this sure is not to be construed as a penalty but is only to be construed as liquidated darnages for failure of the Contractor to complete and perforrm all work within the time period as specified in this contract.. It is further mutually agreed between the City and the Contractor that if, any time after the execution of this contract and the surety bond which is attached hereto for the faithful performance of the terrns and conditions as contained herein by the Contractor, that the City shall at any time deem the surety or sureties upon such performance bond to be unsatisfactory or if, for any reason, the said bond ceases to be adequate in amount to cover the perforrnance of the work the Contractor shall, at his or its own expense, within ten (I0) days after receipt of written notice from the City to do so, furnish an additional bond or bonds in such terra and arnounts and with such surety or sureties as shall be satisfactory to the City. If such are event occurs, no further payment shall be made to the Contractor under the terms and provisions of this contract until such new or additional security bond guaranteeing the faithful performance of the work under the teams hereof shall be completed and furnished to the City in a forrn satisfactory to it.. Page 4 Item # 20 Attachment number 4 Page 5 of 19 CONTRACT (3) IN WITNESS WHEREOF, the parties to the agreement have hereunto set their hands and seals and have executed this Agreement, in duplicate, the day and year first above written. CIT'Y' OF CLEARWA`T'ER IN PINELLAS COUNT'Y', FLORIDA By: William B. Dome, II City Manager Countersigned: By: Prank Hibbard, Mayor-Couneilmember (Contractor must indicate whether Corporation, Partnership, Company or Individual.) (The person signing shall, in his own handwriting, sign the Principal°s name, his own narne, and his title, where the person is signing for a Corporation, he must, by Affidavit, show his authority to bind the Corporation). Attest: Cynthia E. Coudeau, City Clerk Approved as to form Seal) Leslie Dougall-'Sides Assistant City Attorney (Contractor) By: (SEAL,) Page 5 Item # 20 Attachment number 4 Page 6 of 19 CONTR.,-,CTO R'S A 1Ff'GDAVIT FOR FINAL PAYMENT (CORPORATION FORM) STATE OF FLORIDA COUNTY OF On this day personally appeared before me, the undersigned authority, duly authorized to administer oaths and take acknowledg=nts, who after being duly sworn, deposes and says: That he is the (TITLE.) of TLC DIVERS' -1T- 7, a Florida Corporation, with its principal }dace of business located 2719 17T11 STREQ E, A I METTO, FLORIDA 34221 (herein, the "Contractor"). That the Contractor was the general contractor under a contract executed on the day of 20, with the C'ITE' OF CLEARWATER, FLORIDA, a municipal corporation, as Owner, and that the Contractor was to perform the construction of. MARSHALL STREET AND EAST APCF CHLORINE GAS AND SULFUR DIOXIDE CONVERSION (07-0021-UT) That said work has now been completed and the Contractor has paid and discharged all sub-contractors, laborers and material men in connection with said work and there are no liens outstanding of any nature nor any debts or obligations that might become a lien or encumbrance in connection with said work against the described property. That he is making this affidavit pursuant to the requirements of Chapter 713, Florida Statutes, and upon consideration of the payment of (T hl it Full Ania_unt_of_Contr_iet) in full satisfaction and discharge of said contract. That the Owner is hereby released from any claim which aright arise out of said Contract. The word "liens" as used in this affidavit shall mean any and all arising under the operation of the Florida Mechanic's Lich. Law as set forth in Chapter 713, Florida Statutes. Sworn and subscribed to before me TLC DIVERSZTTF T),, IT,?C. AFFIAI? T This day of 2010 BY: NOTARY PUBLIC My Commission Expires: PRESIDENT Page 6 Item # 20 Attachment number 4 Page 7 of 19 POT,()'' ? -'' BOND io_ `c < ft;lcd OUL if :# Urt iecl check is stibmitt,ud KNOWN AFL AM N F3), THESE PRESENTS: That we, file ttndersi&m6, TLC Diversified, Inc. asP--;ricDa,A.ar,,dWestfield Insurance Company as surety, ??170'; address is Pd Box 5 0 01 Westfield.C_e-ester, nt?44 51 az: heldand fir'tiLlybow3dukitothe pi ty nfCieor?\vaSer, Flcli :,R, tr1 the stain of Ten Perrin cif Arnoii n t .-R 7011 '7 (1 Q of bi j (beirn a n0li1r:=_nu of 10% c Gorttn'tctcrr'"s total bid ar'launlt) for the mlyment 0 :vhicl-i, oll! grid tali to be r1s?cle, ue hC," ,by jondy nad sev?raly bilk ourselves, clu hoir°s, exvctrton: , 'Y I 1CiIi' r7r i1' rIJ1 S, laCl l S U#'S aW cln , a5. Tl',e cored: ,)!a ofthe above obligation is atc,.l that i[`tlle at'acbcd Ftroposal of TLC D v r f„ d Tn as Princip ? alld Westf ie ld._,I.ir1SLI®r C'C7 Lis S?aret},fcr°:vQl cspecjiec! ?u5: Marshall Street and Pa-,-,t ?pr?-P rhi nr, ?as and Sulfur Dioxide Gas Conversion Atli as stipiiiatcd in said No osal, b- daing all wark ulcicental tbcfet°o, in accordance 1,01,1,3 the plans and spu6`iications provided hea•efor, all witUi Pinellas Comity, is accepted and the conhact awarded to fl-le above mined kidder, arA the said Molder skaa" i >1in tea clays afte'r notice of said awar_. t r_.r W o a conixact, n. w itirng, and ftriirish fire r:equir'ed PerforrEnitce .3o:Ac with surety or suet ess to be . pprovcd by The ity Vl@nag? r, tlris obLgatdon sballl be voici, refer-visc +i-i sarne shale be isi fulnl force and vi.itue by law ant the fill .lrxit it nt of ti> J proposal Bond wil be, paid to the City as stipulated or liquidated damages. S nod tlxis 26 clay of Cct®her (P it1 ipal iiaust indicate mrho^g1er co,porat%otr p tiaers3 lU. cor piny ar irnc€ivid'- l) Cor2oration TLC Diversified, Inc. ?v The i)e? son sigpdog shall, irn his owin 1%i wl'rt r;,g., .sigrn the Pa-Vtcipal s name, his uwr: rnanne and !us He; ,1e Person slg lt-gT foi- a +-(7qA '1raiion inntist, bJ , X-Ed vit K,lr:-.,w ;".L5 authority to hind the corj,)Qt ', D£`t:{1Ca13'4'' o??'?_?w9.trz?C Thurs amb dent ersor"i Westf i - ld "7urance_ Company SLIrE 1_ ?..-_ .. Attor?,y( n Fast Pago ? o? I ? 9124!2Q',)8 Item # 20 Attachment number 4 Page 8 of 19 General POWER NO, 0992202 04 Poorer Westfield Insurance Co. of Aftor ey Westfield National Insurance, Co. CERTIFIED COPY Ohio Farmers Insurance Co. Westfte(d Center, Ohio Know All Men by These Presents, That WESTFIELD INSURANCE COMPANY, WESTFIELD NATIONAL INSURANCE. COMPANY and OHIO FARMERS INSURANCE COMPANY, corporations, hereinafter referred to individually as a `Company" and collectively as. `Companies," duly organized and existing under the laws of the State of Ohio, and having Its principal office ln. Westfield Center, Medina County, Ohio, do by these presents make, constitute and appoint THEODORE J. JEDLICK, ROBERT H. BOND, JOINTLY OR SEVERALLY Of DAVIE and State or FL Its true and lawful Attorneyfs)-;n-Fact, with full power and authority hereby conferred in its name, piece and stead„ to execute, acknowledge and deliver any and all bonds, recognizances, undertakings, or other Instruments or contracts of suretyship . . . .. . . . .. . . . . . . . . . _ . . . . .. . _ . . . _ L.IIMITATION THIS POWER OF ATTORNEY CANNOT BE USED TO EXECUTE NOTE GUARANTEE, MORTGAGE DEFICIENCY, MORTGAGE '1 fr, OR BANK DEPOSITORY BONGS, and to biro' any of the Companies thereby as fury and to the same extent as If such bonds were signed by the President, sealed with the corporate sea[ of ti applicable Company and duly attested by its Secretary, hereby ratifying and confirming all that the said Attorney(s)-in-Fact may do In the premises, Said appo;ntment is made under and by author.ty of the following-resolution, adopted by the Board of Directors of each of the WESTFIELD INSURANCE COMPANY, WESTFIE+,-p NAT OVAL INSURANCE COMFArv'Y and C?;1C FARMERS INSURANCE COMPANY: "Be It Resolved, that the President, any Senlor Executlve, any Secretary or any Fidelity 8 Surety Operations Executive or other Executive shall be and Is hereby vested with full power and authority to appoint any one or more suitable persons as Attorney(s)-in-Fact to represent and act for and on behalf of the Company subject to the fviowing provislons: The Attorney-in-Pact. may be given full power and authority for and in the name of and on behalf of the Company, to execute, acknowledge and deliver, any and all bonds, recognizances, contracts, agreements of indem^.ity and other cond'tlonal or ob!igatory undertakings and any and all notices and documents canceling or terminating the Company's Lability thereunder, and any such Instruments so executed by any such Attorney-In-Fact shall be as binding upon the Company as If signed by the President and sealed and attested by the Corporate Secretary," `Be 9 Further Resolves', that the signature of any such designated person and the seal of the Company heretofore or hereafter affixed to any power of attorney or any certificate relating thereto by facsimile, and any power of attorney or certificate bearing facsimile signatures or facsimile seal snail be valid and binding upon the Company with respect to any bond or undertaking to which It Is attached." (Each adopted at a meeting held on February B, 201 In Witness Whereof, WESTFIELD INSURANCE COMPANY, WESTFIELD NATIONAL INSURANCE COMPANY and OHIO FARMERS INSURANCE COMPANY have caused these presents to be signed by their Senior Executive and their corporate seals to be hereto affixed this 204th day of MAY A.D., 2W . Corporate Seals Affixedi44 t° "` 6y ?e State of Ohio County of Medina ss.: ,1ynMA qV ,. s? a.Y % SEAL WESTFIELD INSURANCE COMPANY WESTFIELD NATIONAL INSURANCE COMPANY OHIO FARMERS INSURANCE COMPANY By: Richard L. Kinneird, Jr„ Senior Executive On this 20th day of MAY A.D., 2W3 before me personally carre Richard L. Kinnaird Jr. to me known, who, being by me duly sworn, did depose and say, that he resides I^. Medina, Ohio; that re is Senior Executive of WESTFIELD INSURANCE COMPANY, WESTFIELD NATIONAL INSURANCE COMPANY and OHIO FARMERS INSURANCE COMPANY, the companies described In and which executed the above Instrument; that he knows the seals of said Corrpan?es; that the seals affixed to said nstrument are such corporate seals; that they were so affixed by order of the Boards of Directors of said Companies; and that he signed his name thereto by like order. Notarial a "UbY6°"?'k Seal ayp t "• r j L Affixed Q#jflr j State of Ohio William J. Kahelin, A rney at Law, Notary Public iiii, ,, My Commission Does Not Expire (Sec. 147.03 Ohio Revised Code) County of Medina ss.: 1? C1 o I, Frank A. Carrino, Secretary of WESTFI ELD INSURANCE COMPANY, WESTFIELC NATIONAL INSURANCE COMPANY and OHIO FARMERS INSURANCE COMPANY, do hereby certify that the above and foregoing Is a true and correct copy of a Power of Attorney, executed by said Companies, which is still in full force and effect; and furthermore, the resolutions of the Boards of Directors, set out In the Power of Attorney are In full force and effect. In Witness Whereof, I have hereunto set my 'nand and affixed the seals of said Companies at Westfield Center, Ohio, this day of l? S 4 ???.??;s?NAC ?A?•? C :. SEA ?. 104,E '?. Q Frank A. Carrno?Secret secrWay y Item # 20 BOAC2 (combined) (05-02) Attachment number 4 Page 9 of 19 C)NS T R' C T 10N m 9 ,Cl 'aTT = M LLA ASSFF' !sT ?' _L a ?' , L2 ?'•(Jnj i' Cl ; ?'. ,= I f J.l lm.? .tea ?'_?..? C C l ! c-,T . -11TRIOE STREET F? :2399-07 3 L MBERSCJN, T URv'I'O T L C D i V°FRSIFIF;D NC 2719 17TH STREET FKST PALMETTO FL X4221 Ccngr& J@-onsi W , this 11cense you become one of the nearly One rni'.llc:n l-lurldlarls licensed by ?the Depa,-tmentt GAP Business and Fro!'eSS;O721 Regulation 01-- professionals and busmeases range Irom ard, ite: s to yacht brokers, i7om boxers to bar IDegu restaurants, and tiey keep Flo.7ida's economV strung. ! 7 Li' STA7c OF FL.ORI k _ r ?0Ffs5 J-C!ITI?L rCC,T C'€',? Every day we vvork to improve the way we ec Business in ordeC to serve you better. For information abort our seav;ce:s, please lag onto www.mytioridalicer7se.com, N NTEIRA_L Cc)-,, TR?CCTOr there you can find 1C71me I ier IOtICti1 about our Cilla351Ons a^G the regulations that ,, %L 7jN, Ti YT RS T01T impact you, subscribe to ceea nen: newsletters and learn more about the ;.' r: T? urv 2 F D fir Deoa?,-Ient's ir-t tie'iVes. _ Our mission at the DRpartmen+ is: License E ,,c ently, ilegulate Fairly, We cc ast ,,: i ly s r 1V: to SSrVe YOU I' c er s that you can serve your customers. - - ? w _ g ? R Of l y, FS Thank you for doing business Irl Florida, ana congratulations on your nSSti,' {loer°i 64 ull - - DI TAt._ H F;ER7- Al. DOARD 09/0/2008 D8701345 _ . {' fER?L CA.V1Fv..C . aed be 16 S` --id-r the -provis tin '1,a-p ? 44,9. FMS,' LXT-jir 1-iOrL d L.e? nu':s ._.i.; 2010 L 14E- ,RS ON, v i tTRS i'Ci 2719. 17`-F ST R E E A-LMETT F? 34221 f1t `1 CH?-l.L ! L'i .C1,-? -r S '' - _ ? CHARLES COvFR7O _,!? ? J i AV11' Attachment number 4 Page 10 of 19 AFFIDAVIT (To be filled in and executed if the bidder is a corporation) STATE OF LLOWDA COUNTY OIL Manatee } Joanne Lamberso being duly sworn, deposes aid says that he/she is Secretary of ILC_ _U E'r i ? ?d P T n r . a corporation organized and existing under and by virtue of the laws of the State of Florida, mid having its principal office at: 2719 17th St. E. PaimettQ Street & Number !City County State Affiat t further says that he is familiar with the records, rxiinute books and by-laws of TLC Diversified. Inc. - (Name of Corporation) AMantfurd-icr•says that Thurston Lamberson is President _-. _. (Off'icer's Name) (Title) of tile corporation, is duly authori eel to sign the Proposal for TLC Div I for said corporation by virtue of provisiron t f by laws (state whether a provision of by. a ? or a Re,,i+ l i.o?r of the Bow-d of Directors, lf-by Resol! c: C.? lnl3tion}. r _ A Chant Joann ? Lamberson, Secretary Sworn to before race this 18th- day EIfNQyembe ....... 20 ... li L3nna r Thal Natl,,p i v Ad' t. Notary Pull ic Type/print/sttuzrp name ot'Notary - "title or rank, and Serial No., if any Sect oonV 092309.cloc Page 8 of 15 912,112008 Item # 20 Attachment number 4 Page 11 of 19 NON-COLLUSION AFFIDAVIT 1 STATI El OF FLORIDA I COUNTY OF Manatee } Thurston Latnberson being, first dally swol'tt, deposes and says that Ile is President -Of TLC Diversified - Inc. the party making the foregoing Proposal or Bid; that such Bid Is genuine and not coUnsive or sliam: (hat said bidder is not R iancially interested in or otherwise affiliated int a business way with any other bidder on the sanic contract; that said bidder has not colluded, conspired, connived, or agreed, directly or indirectly, with any bidders or person, to put hi a shale bid or that such other person shah( refrain from bidding, and has not iu any manner, directly or indirectly, sought by agreement or collusion, or con-unuiucation or conference, with any person, to x the bid price or afEiant or arty other bidder, or to fix any overheard, profit or cost element of said bid price, or (hart of any other bidder, or to secure any advantage against the City of Clearwater, Florida, or any person or I)ersons hiferested in the prol)osed contract, acid that all statements contained in said proposal or bid are true; and 11 ether, (licit such bidder has not directly or indirectly submitted this bid, or the contents thereof; or chvt.4'go l information or data relative thereto to Uiy association or to any member or agent tliereol. ,'?l?uutt Thurston Lamberson, President Sworn to and subscribed before me this 18 day of November _3 20_0 9 iT, ?,,t fi =`k ?..ryPublic+JrO ;r v Scct onV 0923o9.doc Page 9 of 15 9/24/2008 Item # 20 Attachment number 4 Page 12 of 19 PROPOSAL (1) TO TI-W!, CITY OIL CLEARWATE , FLORIDA, fio MARSHALL STREET & EAST APC:1+ CHLORINE OAS AND SULFUR DIOXIDE CONVERSION PROJECT (PROJECT c 07-0{121-u,r) an(] doing such other work incidental thereto, all in accordance with the contract documents, .niacked ]MARSHALL ,S'T'REET & LAST APCF CHLORINE OAS AND SULFUR DIOXIDE CONVERSION PROJECT (PROJECT Its 07-0021-UT) Every bidder Anus( talcs notice of the first that even though his proposal the accepted and the docluinents signed by the bidder to whom an award is made and by those officials authorized to do so on behalf of the City of Clearwater, Florida, that no such award or signing shall be consider=ed a binding cornti-aet without a certificate ft•om the Finance Director that funds are available to cover the cost of the work to be clone, or without the approval of the City Attorney as to the forth and legality of the contract arnd all the pertinent documents relating tlnercto having been approved by said City Attorney, and such bidder is hereby charged with this notice, The signer of the Proposal, as bidder, also declares that the only person, persons, company or pat-ties interested in this Proposal, are named in this Proposal, that lie has carefully examined the Advertisennent, histructions to Bidders, Contract Specifications, Platys, Supplemental Specifications, General Conditions, Special Provisions, at-td Contract Bond, that lie or 1-ds representative has made such investigation as is necessary to determine the cliaacter and extent of the work and he proposes and agrees that if the Proposal be accepted, he will contract with the City of Clearwater, Florida, in the form of contract; hereto arnr:excd, to provide the necessary labor, materials, machinery, equipment, tools or apparatus, do ail the work required to complete the contract within the time mentioned iii the General. Conditions and according to the requirements of (lie City of Clearwater, Florida, as herein acid hereinafter set forth, and furnish the required surety bonds for the following prices to wit; Sect iojiV 0923 09.doc lInge ]() of 15 9/24/2008 Item # 20 Attachment number 4 Page 13 of 19 If the foregoing Proposal shall be accepted by the City of Clearwater, If loa°ida, tuad the undersigtacd shall fail to exccaate a satisfactory contract as stated in the Advertisement herein attached, then the City ruay, at its option cletern-ri ae that the undersigned has abandoned the contract, and thereupon this Proposal shall be null and void, and the certified check or bond accompanying this Proposal, shall be forfeited to becoie (lie pfoperty of the City of Clearwater, Florida, and the lull aaa oLult of said check shall be retuned by the Cite, or if the Proposal Botid be given, the full amount of such bond shall be paid to the City as stipulated or liquidated daanagesy otherwise, the bond or certified check acconipanyia g this Proposal, Of the anIOUnt of said check, shall be returned to the undersigned as specified herein. Attached hereto is a board or certified check oar Westfield Insurance Cgm ny ( 10-'. of amt bi)d (being a inininium of 10% of Contractor's total bid wi-iount). The frill nnes and residences ofaL person and parties interested in the foregoing bid are as follows: (If corporation, give the names and addresses of the President and Secretary. If Orin or paAncrsl-iii), the naanes and addresses of (lie inembers or partners. The Bidder shall list not only his Warne but also the nEu-ne of any person with whom bidder has any type of agreement whereby such person's ii-riprovenients, enricl7inent, einploynient or possible benefit, whether sub-contractor, niaterialtuan, agent, supplier, or enaployer is contingent upon the award of the contract to the bidder). NAMES: ADDIZI-SEES Thurston Palmetto. F PROPOSAL (2) 43fat1le, f)1'the sum of 10-0. of amount bid Joanne Lamberson ? S? a ar,r3 sue ? i? ^? ? wa?t- P Signature of t . _: President Thurston Lamberson, ('fhe bidder inust indicate whether or° Cora rora Partnership, Company or 111d1V16lt?!i). Sect tunV 092309.doc Page H or aS 9/24/2008 Item # 20 Attachment number 4 Page 14 of 19 PROPOSAL (3) Tl-.e person sign4ig shall, hi his own hwidwriting, sign the Principal's Manic, his own naive and his title. Where the person sighing for a mporation is other than the President or Vice-President, lie must, by affidavit, sliow i-?s authority, to bhid the corporation, Principal: TLC Diversified, I By: Thurston Lamherson_ Title: President BL)siness Adc Tess of Bidder: 2719 17th St E City and State: Palmetto, FL Lip Code 34221 Dated at Palmetta__ _ FL _> this 18th day Of November _ ,11.1 ., 20 SCCLiot)V_092309.doc Pale 92 of 15 9/24/2005 Item # 20 Attachment number 4 Page 15 of 19 CITY OF CLEARWATER j ADDENDUM SHEET PROJECT: MARSHALL STR ET & EAST APCTi CIIL RI F, CAS AND SULFUR DIOXIDE CONVERSION PROJECT (PROD CT' #: 07-0021-UT) i Acknowledgii ent is hereby i1l-, de of the follow1 i acideiicla i"ceeivecl Sn]CO ssi-iz tlce ofPl,,uis and Specifications. Addendum No. 1 Date. _ 10/28/09 Addendum No. _22 Date: 11 / 1717 Z Q 9 Addenclu No. ) Date: I Addendum No. Date: Addendum No. Date: Addendum No. Date: I Addendum No. Date: Addendum No. D[atei: Addendum No. Date: Addendum No. Date: Addendum No. Date: TLC Diversified, Inc. (>N, :nie of Bidder) i 4 i?,itt!<<iLi,; of (ill cer) Thurscon Lainberson President (Fille of Officer) November 18. 2009__, (Date) I Sectic,nV (192309-doc ll?ige 13 of 15 9/24/2008 i Item # 20 Attachment number 4 Page 16 of 19 BIDDER'S PROPOSAL PROJECT: MARSHALL STREET EAST CF CHLORINE GAS AND SULFUR DIOXIDE CONVERSION PRO E CT (PROJECT #. 07-0021-UT) ITEM D"SCRIP`I'ION P.ST. I[ m ?T PRICE TOTAL -. 1 T- _... Dern6ilion of icerrr,ir in ri in , t. p ?- li il`mCnty and 1 Electrical Components of Chlorine Gas System and Sulfur Dioxide Gas Systefrl (Main Components Already 1 LS _, , Removed). 2a Flirni'h and Deliver Sodium Hypochlorite Bulk Storage Tanis ODP Item I LS 2b Sodwarm H ochlorite Bulk Story e Tanks Sales Tax I LS > tai . 1_0 ,. 2c Installation, Testing and Warranty of Sodium Tdypochlorite Bulk Storage Tanks. I LS , 0 ca 3a Furnish and Deliver Sodium Bisulfite Bulk Storage Tanks -0DI'Item I LS A 317 so(I . ' , T lkij ifr lRi ilk Cfnryl c T;knF cT-r 1 , i C 3c Instal- -iSulfite P . r "' lks. for e .af I LS i 1 L 00 4a . Furnish and Deliver Chemical Feed Pump Skids For _ cJ. 1 OP Sodiur?l I 1 ochlorite System - ODP Item 1 LS $ 94,700.00 $ 94,700,(00 4b Chemical Feed Pump Skids For Sodium Flypochlorite S stern Sales Tax I LS $ 6,600.00 $ 6,600.00 4c Installation, Testing and Warranty of Chemical Feed Pump Skids For Sodium. H ochlorite System I LS 0 000, o c O, 5a Furnish and Deliver Chemical Feed Pump Skids For Sodium Bisulfate System - ODP Item I LS $ 31,530.00 S 31,530.00 5b Chemical Feed Pump Skids For Sodium Bisulfite System Sales Tax I LS $ 2,300.00 $ 2,300.00 5c Installation, Testing and Warranty of Chemical Feed Pump Skids For Sodium Bisulfite astern I LS 000, 6 Furnish and Relocate the Level Meter in the Reclaimed Water Pump Wet Well 1 LS . 7 Mobilization/Demobilization I LS I 0 0 C. 1 000, 8 SCADA Inte ation Services Allowance l LS $ 23,000.00 $ 23,000.00 Marshall Street APCF -Chlorine and Sulfur Dioxide -Subtotal (Bid Item Nos. 1-8)- 9 Owner's 10% C onf ri ency = s 7 1 ? ? p to Demollition of Chlorine Gas System and Sul i4 Di, \ IUC r - LS Geri S stem J V V Ha Furnish and Deliver Sodium Idypochlorite Bulk Storage Tanks C DP Item I LS I l b Sodium 14 ochlorite Bulk Story e Tanks Sales Tax 1 LS ? el Ile Instalh lion. Testing and 1 'r r r nt„ of i.17 ?rlt[or to Bulk I LS 12a Furs 1 --- ._ Fanks -ODPllern I LS 99 12b Sodium Bisulfite Bulk Storage Tanks Sales Tax 1 LS 12c Installation, Testin and Warran of Sodium Bisulfite I LS 11, o4gf0 f l_ 000. Revised Bidder's Proposal _1 11709.doc Page 14 of 15 11/17/2009 Item # 20 Attachment number 4 Page 17 of 19 ITEM NO. DESCRIPTION EST. UNIT UNIT QTR' PRICE TOTAL Bulk Storage Tanks. 13a Furnish and Deliver Chemical Feed Pump Skids For Sodium H ochlorite System - ODP Item I LS $ 63,100.00 ` $ 63,100.00 13b Chemical Feed Pump Skids For Sodium Hypochiorite System Sales Tax 1 $ 4,400.00 - $ 4,400.00 lac Installation, T:?sting and Warranty of Chemical Feed Pump iuni 11 ochlorite System Skids For Sod 1 V-1 o 0 0. 7, 14a _ Furnish and Deliver Chemical Feed Pump Skids For Sodium. Bisullite System -DDP Item I, $ 31,530.00 $ 31,530.00 14 Chemical Feed Pump Skids Far Sodium Bisulfte System Sales Tax I LS $ 2,300.00 $ 2,300.00 1 E Installation, Testing and Warranty of Chemical Feed Pump Skids For Sodium Bisulfite System I LS co_ . D E 5 Mobilization/Demobilization I LS i 00. 16,000, 16 SCADA Integration Services Allowance 1 LS $ 2j,000.00 $ 23,000.00 East APCF - Chlorine and Sulfur Dioxid e - Subtotal Bid Item Nos. 10-16) - . [1A -1 17 Owner's 10°% a Contin Yens Fast APCF - Chlorine and Sulfur Dioxide - Total Bid Item Nos. 10-171= L5a = _ Rase Bid Subtotal Bid Item Nos. 1-8,10-16) C 1 ?4 Subtotal Owner's 10%4 Contingency Bid Item Pros. 9,17 =_ y Base Bid Grand Total Bid Item Nos. 1-1 CONTRACTOR:,- TLC Diversifled. Tnc, BIDDER'S TOTAL $ BIDDER'S TOT q e? q. umbers) ords) AWARD OF THE CONTRACT WILL BE BASED ON THE LOWEST TOY-kll, BAST7, BID AMOUNT. Revised Bidder's Proposal _111749.doe Page 15 of 15 11/1712049 w to 0 0. Item # 20 Attachment number 4 Page 18 of 19 ATTACHMENT TO BIDDER'S PROPOSAL SCHEDULE OF MANUFACTURERS AND SUPPLIERS Project: Marshall Street and Last APCI+ Chlorine Gas and Sulfur Dioxide Gas Conversion Praject. Z 0 The Contractor proposes that the items of major ecluilxmcnt named herein will be supplied by the Manufacturers and Suppliers set forth below as written by the Contractor (circle one), unless changes are specifically authorized by the Owner. If Manufacturers and Suppliers have not been determined, list all potential Manufacturers and Suppliers. Prelirninary acceptance of equipment listed by - facturer's name and model shall not in any way constitute a waiver of the specifications; final acceptance will be based on full conformity with the specifications covering the equipment. Section Itenx Manufacturer/Supplier 11345 Chemical metering pumps and Pump skids a Blue Planct Environirtental Services, Inc. 11350 Chemical bulls storage tanks 0 Poly Processing Co, b. Assnman Corporation of Ainerica 1 03720 040-01 Biel Docti? tints 1 IDDLR'5Pt OPOSAI.ATTACIIM13N EQUIPMENT LIST Item # 20 Attachment number 4 Page 19 of 19 LTG _F FF, WORKPLACE FORM The undersigned vendor in accordance with Florida Statute 287.087, as amended from time to time, hereby certifies that TLC Diversified Inc. does:. (Name of Business) 1. Publish a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violation of such prohibition. 2. Infor' .,... th ' of drug abuse in the workplace, the business's policy of maintaining a drug free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the j hies that may be imposed upon employees for drug abuse violations. 3. Give each employee engaged in providing the commodities or contractual services that are under bid a copy of the statement specified in subsection (1). 4. In the statement specified in subsection (1), notify the employees that, as a condition of working on the commodities, or contractual services that are under bid., the employee will abide by the terms of the statement, and will notify the employer of any conviction of, or plea of guilty, or nolo contenders to any violation of chapter 893, Florida Statutes, as amended from time to time, or of any controlled substance law of the United States, or any State, for a violation occurring in the workplace no later than five (S) days after such conviction. S. Impose a sanction on, or require the satisfactory participation in a drug abuse assistance, or rehabilitation program, if such is available in the employee's community, by any employee who is so convicted. 6, Make a good faith effort to continue to maintain a drug-free workplace through implementation of this section. As the person authorized to sign the statement, I certify that this firm complies fully with the above requirements. idd, 3., ` ili;:Aure Thurstcr L+mberson, President Noverrber 18, 2009 Date Item # 20 Attachment number 5 Page 1 of 10 JONES EDMUNDS JONES EDMUNDS & ASSOCIATES, INC. WORK ORDER INITIATION FORM for the CITY OF CLEARWATER Date: November 20, 2009 Project Number: 03720-030-02 City Project Number: #07-0021-UT- 1. PROJECT TITLE: Limited Construction Phase Services and Preparation of Operations and Maintenance Manual for the Chlorine Gas and Sulfur Dioxide Gas Conversion Project at the Marshall Street and East APCFs, and Limited Construction Phase Services for the Emergency Generator Project at Marshall Street APCF 2. SCOPE OF SERVICES: Jones Edmunds & Associates, Inc. (Jones Edmunds) is pleased to provide the City of Clearwater with this proposal for the Limited Construction Phase Services to assist the City during the construction phase of the Chlorine Gas and Sulfur Dioxide Gas Conversion Project for Marshall Street and East Advanced Pollution Control Facilities (APCFs). We have also included Limited Construction Services to assist the City during the construction phase of the emergency generator project at the Marshall Street APCF. The upgrades/improvements specific to each facility include the following: A. Chlorine Gas and Sulfur Gas Conversion Project: a. Marshall Street APCF - Removal of the overhead crane and electrical and piping system associated with the chlorine gas and sulfur dioxide gas systems, repair of the concrete floor, coating of the floor with chemical resistant coating, painting the interior of the Chemical Building, procurement and installation of the chemical storage tanks and pump skids, and relocation of the flow meter at the reclaimed water wet well. b. East APCF - Removal of the overhead crane and chlorine gas and sulfur dioxide gas system including electrical and piping, removal and installation of the new floor slab at the chlorine and sulfur dioxide buildings, coating of the floor with chemical resistant coating, painting the interior of the buildings, and procurement and installation of the chemical storage tanks and pump skids. ItUngC26f 10 Attachment number 5 Page 2 of 10 B. Emergency Generator Project a. Marshall Street APCF - Install a new emergency generator (designed by others). The City has requested that Jones Edmunds provide a resident project representative (RPR) to observe the progress of the project. The construction schedule for the chlorine gas and sulfur dioxide gas conversion project is 300 days from Notice to Proceed (NTP) to the Contractor. The construction schedule for the emergency generator project is 360 days from NTP to the Contractor. The budget for the proposed scope of services assumes the site work at each location occurs in different time frames within the construction schedule. It is also assumes that both projects will be awarded at the same time and the NTP issued to the Contractors approximately at the same time. The proposed scope of work is as follow: I - PRE-DESIGN PHASE Not applicable II - DESIGN PHASE Not Applicable III - FINAL DESIGN PHASE Not Applicable IV - BIDDING PHASE Not Applicable V - CONSTRUCTION PHASE A. Limited Construction Phase Services - Chlorine Gas and Sulfur Dioxide Gas Conversion Proj ect Task I- Post Design Engineering Services The Post Design Engineering Services provide include the following: a. Pre-construction meeting - Jones Edmunds Project Manager and Construction Administrator/RPR will conduct one pre-construction meeting with the City's engineering and operations staff, contractor, and other applicable representatives. Jones Edmunds will prepare the meeting agenda. In the meeting, we will review lines of communication, project requirements, schedule and milestone dates, required contractor submittals, monthly payment applications, Request for Information (RFI) procedures and other key project information. We will prepare the meeting minutes and contact list and submit this information to City staff and contractor within 5 days following the meeting. ItUngC26f 10 Attachment number 5 Page 3 of 10 b. Shop drawings and submittal review - Jones Edmunds will review up to 50 submittals including show drawings, O&M manuals, Owner Direct Purchase forms and product substitution for compliance with the Contract Documents, diagrams, illustrations, catalog data, schedule and samples inclusive of re-submittals. These submittals will be reviewed for conformance with the contract documents of the project to ensure that the proposed facilities will operate and achieve performance requirements. Jones Edmunds will coordinate the review process and maintain a submittal review log. Reviewed submittals will be distributed to the City, Contractor and the City's Project Representative. C. Respond to RFI - Jones Edmunds will review and respond up to 20 RFIs and provide technical interpretations of the drawings, specifications, and contract documents to meet design intent and performance requirements. Jones Edmunds will maintain a RFI receipt/response log. Reviewed RFIs will be distributed to the City, Contractor and the City's Project Representative. d. Site visit with Contractor - Jones Edmunds Project Manager and/or RPR will attend up to 2 site visits upon request by the Contractor to review scope of work and site issues prior to Contractor mobilization. Task 2 - Construction Services Jones Edmunds will provide the following services during construction of the project: a. RPR - Jones Edmunds will provide one RPR on a part time basis (20 hours per week on average) to observe the site construction activities during the construction period (estimated at 24 weeks for a total of 480 hours). It is estimated that the site work will be completed within 24 weeks. The RPR will: i. Observe the work related to the design requirements, verify quantities, and review the Contractor's "As-Built" redlines. ii. Prepare a site report after each site visit on observed activities, progress, discussions, and any identified deficiencies. A copy of the report will be provided to the City. iii. Review Contractor's request for payment, compare the request with the work completed, verify accuracy and recommend appropriate action by the City. iv. Attend and assist with administering up to 8 monthly progress meetings with the Contractor and the City to review project status including work progress, schedule, submittals, change orders, RFIs, material delivery, and Contractor's 2-week look ahead. The meetings will be held at either the Marshall Street APCF's operator break room or at the East APCF's operator break room. The RPR will prepare minutes of meeting and distribute it via email to all attendees and other stakeholders. ItdnyQ#326f 10 Attachment number 5 Page 4 of 10 V. Review up to 3 requests for change orders from the Contractor or from the City, and provide recommendation to City for action. The City Project Manager will prepare and issue the change order. vi. Witness equipment testing and review testing reports. vii. Arrange and attend operation trainings by the Contractor and equipment manufacturers. b. Project Manger/Engineer - Jones Edmunds Project Manager/Engineer will attend up to eight (8) monthly progress meetings and conduct up to 8 site visits/meetings to observe the work progress and to resolve any technical issues. C. Provide general contract administration including interpretation of the Contract Documents, general correspondence with the City, Contractor, jurisdictional agencies and sub-consultants; and coordination of construction activities (observation, training, equipment startup, ODP administration, etc.) between the appropriate personnel. Task 3 - Post Construction Services Jones Edmunds will provide the following Post Construction Services: a. Substantial completion and final walk through - Jones Edmunds RPR will attend one (1) substantial completion with the Contractor and the City's operation staffs and to prepare punch lists for the Contractor to complete and/or correct items that are required by the Contract Documents. Jones Edmunds will attend one (1) final walk through with the Contractor and city's operation staffs to inspect the punch list items and/or items to be completed by the Contractor. b. When the Contractor certifies that the Work including all punch list items have been completed, perform one (1) final inspection of the completed work with the City (operations, Public Utilities, and Engineering) and prepare the Engineer's Certification for submittal to FDEP and, if needed, to the City's Building Department. C. Prepare Record Drawings (based on the "As-Built" Drawings prepared by the Contractor), signed and sealed by the Engineer of Record, and submit one (1) hard copy and one (1) electronic copy to the City. d. Prepare a Chlorination and Dechlorination Process Operation and Maintenance (O&M) Manual for each facility. Five (5) draft copies of the O&M manual will be submitted to the City for review. The manual will be finalized upon review by the City. One (1) hard copy and one (1) electronic copy of the final O&M manual will be submitted to the City. e. Project Close-out - Jones Edmunds will prepare and submit to the City a final set of construction documents, spare parts, and a final administrative change order. It,0ag0E42Gf 10 Attachment number 5 Page 5 of 10 B. Limited Construction Phase Services - Emergency Generator Project Task 4 - Emergency Generator at Marshall Street APCF Jones Edmunds will provide one (1) RPR on a part time basis (20 hours per week on average) over the construction period (estimated at 16 weeks for a total of 320 hours) to observe the work relating to the design requirements, verify quantities, review Contractor's "As-Built" redlines, witness testing and training, and review Contractor's request for payment. After each visit, the RPR will prepare a site visit report on observed activities, progress, schedule, discussions, and any identified deficiencies and submit the report to the City. It is estimated that the site work will be completed within 16 weeks. Jones Edmunds RPR will attend one (1) substantial completion with the Contractor, the Engineer, and the City's operation staffs and to prepare punch lists for the Contractor to complete and/or correct items that are required by the Contract Documents. Jones Edmunds will attend one (1) final walk through with the Contractor, Engineer, and city's operation staffs to inspect the punch list items and/or items to be completed by the Contractor. The RPR will perform one (1) final inspection of the completed work with the Engineer and the City when the Contractor certifies the Work including punch list items is completed. The RPR will attend up to 10 monthly progress meetings with the Contractor, Engineer, and the City to review project status including work progress, schedule, submittals, change orders, RFIs, and Contractor's 2-week look ahead. All other construction administration work including preparation of monthly progress meeting, distribution of meeting minutes, shop drawing/submittal review, change orders, review and response to RFIs, submittal and RFI logs, Record Drawings, and project closeout will be performed by others. The RPR will coordinate with other projects that may be under construction at the same time to ensure they will not be conflicting with each other. Our budget for this task is independent of the chlorine gas and sulfur dioxide gas conversion project and assumes the following: a. The site work occurs in a different time frame from the chlorine gas project. b. Both the chlorine gas and emergency generator projects will be awarded at the same time. C. The NTP will be issued to respective Contractor approximately at the same time. 3. PROJECT GOALS: The goal of the project is to provide Limited Construction Phase Services to the City during the construction of the chlorine gas and sulfur dioxide gas conversion project at East and Marshall Street APCFs and the emergency generator construction at Marshall Street APCF in order to observe the construction activities and the successful completion of the project. During the construction of the chlorine conversion projects, Jones Edmunds will provide post engineering, construction, and post construction services. At the end of the construction work, Jones Edmunds will deliver to the City the following: ItdnyQ#526f 10 Attachment number 5 Page 6 of 10 4. 5. 6. a. One hard copy and one electronic copy of the Record Drawings, b. One hard copy set of project close out documents which include submittals, equipment operation and maintenance manuals, training manuals and training material per contract requirements, submittal logs, change orders and change order logs, RFI logs, and final payment application. C. One hard copy and one electronic copy of the chlorination and dechlorination process operation and maintenance manual for each plant. For the emergency generator project, Jones Edmunds will provide limited construction and post construction services. We will deliver to the City copies of site visit reports and bi-weekly progress meeting minutes. BUDGET: Our fee for the Construction Phase Services is summarized by task in the attached table (see Attachment B). This fee includes all labor and expenses anticipated to be incurred by Jones Edmunds for the completion of these tasks, on a time and material basis, for a Not-To-Exceed fee of One Hundred and Ninety Three Thousand Seven Hundred Dollars ($193,700.00). SCHEDULE: Our fee is based on the premise that the project will be completed 300 days from issuance of notice- to-proceed to the Contractor for the chlorine gas conversion project at East and Marshall Street APCF, and 360 days from issuance of notice-to-proceed to the Contractor for the emergency generator project at Marshall Street APCF. It is also assumed that the site work for both projects will occur in different time frames. STAFF ASSIGNMENT: City's Staffs Robert Maue, P.E. Project Manager Loren Pratt Lead Operator - East APCF Jack Sadowski Lead Operator - Marshall Street APCF Tom Neitzel Wastewater Superintendent Jones Edmunds Staffs Thomas Friedrich, P.E. Tak Kai Pang, P.E. Claus Schirk Liz Johnson Malcolm Koros, P.E. Client Service Manager Project Manager Resident Project Representative/Construction Administrator Project Engineer Electrical/Control Engineer It,0nXQM2Gf 10 Attachment number 5 Page 7 of 10 Bilgin Erel, P.E. Structural Engineer 7. CORRESPONDENCE/REPORTING PROCEDURES: ENGINEER's project correspondence shall be directed to Tak Kai Pang, P.E. All City project correspondence shall be directed to Robert Maue, P.E., City's Project Manager with copies to others as may be appropriate. 8. INVOICING/FUNDING PROCEDURES: Invoices will be submitted monthly to the City of Clearwater, Attn: Veronica Josef, Senior Staff Assistant, Engineering, P.O. Box 4748, Clearwater, Florida 33758-4748, for work performed, and each task (or construction contract) will be billed in separate invoices. City Invoicing Code: 0376-96619-561300-535-000-0000 $42,000 (Limited Construction Phase Services for the Emergency Generator Project at Marshall Street APCF) And 0376-96624-561300-535-000-0000 $151,700 (Limited Construction Phase Services and Preparation of Operations and Maintenance Manual for the Chlorine Gas and Sulfur Dioxide Gas Conversion Project at the Marshall Street and East APCFs) 9. SPECIAL CONSIDERATIONS: a. Construction administration will be provided by others except those described in Item 2 above. b. The site work for both the chlorine gas and sulfur dioxide gas conversion project and the emergency generator project will occur in different time frames. C. The Engineer of Record for the emergency generator project shall perform post design engineering, construction, and post construction services other than the RPR duties specified in this scope of work. PREPARED BY: Stanley F. Ferreira, PE Chief Operating Officer Jones Edmunds & Associates, Inc. Date APPROVED BY: Michael D. Quillen, PE City Engineer City of Clearwater Date ItdnyQ#726f 10 Attachment number 5 Page 8 of 10 Clearwater y ENGINEERING DEPARTMENT WORK ORDER INITIATION FORM Attachment "A" CITY DELIVERABLES FORMAT The design plans shall be compiled utilizing one of the following two methods. 1. City of Clearwater CAD standards. 2. Pinellas County CAD standards 3. Datum: Horizontal and Vertical datum shall be referenced to North American Vertical Datum of 1988 (vertical) and North American Datum of 1983/90 (horizontal). The unit of measurement shall be the United States Foot. Any deviation from this datum will not be accepted unless reviewed by City of Clearwater Engineering/Geographic Technology Division. DELIVERABLES The design plans shall be produced on vellum or bond material, 24" x 36" at a scale of I" _ 20' unless approved otherwise. Upon completion the consultant shall deliver all drawing files in digital format with all project data in Land Desktop 2000 or later including all associated dependent files. NOTE: If approved deviation from Clearwater or Pinellas County CAD standards are used the consultant shall include all necessary information to aid in manipulating the drawings including either PCP, CTB file or pen schedule for plotting. The drawing file shall include only authorized fonts, shapes, line types or other attributes contained in the standard AutoDesk, Inc. release. All block references and references contained within the drawing file shall be included. Please address any questions regarding format to Mr. Tom Mahony, at (727) 562-4762 or email address tom.mahonykclearwater-fl.com ? All electronic files must be delivered upon completion of project or with 100% plan submittal to City of Clearwater. ItonyoVof 10 Attachment number 5 Page 9 of 10 ATTACHMENT B CITY OF CLEARWATER LIMITED CONSTRUCTION PHASE SERVICES AND PREPARATION OF OPERATION AND MAINTENANCE MANUAL FOR THE CHLORINE GAS AND SULFUR DIOXIDE GAS CONVERSION PROJECT AT MARSHALL STREET AND EAST APCF AND LIMITED CONSTRUCTION PHASE SERVICES FOR THE EMERGENCY GENERATOR PROJECT AT MARSHALL STREET APCF PROJECT BUDGET JONES EDMUNDS Task Description Subconsultant Services Labor Total 1.0 Pre-Design 1.1 Project Management Plan $0- 1.2 Progress Reports $0 1.3 Coordination $0 1.4 Meetings $0 1.5 Task Allowance (10%) $0 $0 2.0 2.1 Design Ground Surveys x z, Inc. $0 $0 2.2 Geotechnical Services $0 $0 2.3 Utility Locations by Vacuum Excavation (10) $0 $0 2.4 Task Allowance (10%) $0 $0 3.0 Final Design Plans and Specifications 3.1 30% Submittal $0 3.2 60% Submittal $0 3.3 90% Submittal $0 3.4 Final Construction Documents $0 3.5 Task Allowance 10% $0 $0 4.0 Permitting Services 4.1 Prepare & submit applications $0 4.2 Task Allowance 10% $0 $0- 5.0 Limited Construction Phase Services 5.1 Chlorine Gas and Sulfur Dioxide Gas Conversion Project 5.1.1 Post Engineering Services $33,800 5.1.2 Construction Services $78,200 5.1.3 Post Construction Services $39,700 5.1.4 Task Allowance (0%) $0 $151,700 5.2 Emergency Generator at Marshall Street 5.2.1 Construction Services $42,000 5.2.2 Task Allowance (0%) $0 $42,000 Itdnp 92df 10 Attachment number 5 Page 10 of 10 Task Description Subconsultant Services Labor Total Subtotal, Labor and Subcontractors $0 Permit Review Fees $0 Other Direct Costs (prints, photocopies, postage, etc) $0 Grand Total $193,700 Items #426f 10 Meeting Date: 12/17/2009 City Council Agenda Council Chambers - City Hall SUBJECT / RECOMMENDATION: Award a contract to Brandes Design-Build Inc. Clearwater, Florida for the construction of the Marshall Street APCF Generator Upgrade Phase 2 Project in the amount of $1,104,220.82, which is the lowest responsible bid in accordance with plans and specifications; and approve a work order for $89,490.00 to McKim and Creed (EOR) of Clearwater, Florida, for project related post-design engineering services, and authorize the appropriate officials to execute same.(consent) SUMMARY: The Marshall Street Advanced Pollution Control Facility (APCF) Generator Upgrade Phase 1 Improvements were completed in February 2007. Phase 1 consolidated the stand-by power systems in the blower complex and filter complex areas, which were located at the north end of the facility, with a single generator system located in the blower building. McKim and Creed completed an evaluation of the systems at the south end of the Marshall Street facility and developed the plan to consolidate and extend generator coverage for systems on the south portion of the Marshall Street plant site. The study concluded that a single generator located within the Dewatering Building is the most effective and desirable configuration to provide stand-by power to facilities at the southern end of the site. The project includes the demolition/removal of existing generators, purchase and installation of a new generator within an existing structure, addition of two (2) load-bank/portable generator connection cabinets, relocation/addition of automatic transfer switches (ATS) and related structural, architectural, electrical, and control system upgrades. The project was competitively bid, and Brandes Design-Build was the lowest responsive bidder for a proposed fee of $1,104,220.82. The requested $89,490.00 authorization for McKim and Creed provides post-design engineering services during the construction period, which includes engineering assistance with limited onsite observations and interpretations, review of shop drawings, attending meetings, and providing record drawings for the City of Clearwater. The City is utilizing the Owner's Direct Purchase (ODP) option for selected equipment, and the tax savings is estimated at $11,933.61. The contract period for construction is 360 consecutive calendar days estimated to start in January 2010 and finish in January 2011. The Public Utilities Department will own and maintain the proposed improvements included in this contract. Sufficient budget and funding with 2009 Water and Sewer Revenue Bond proceeds is available in project 0376-96619, WWTP Generator Replacements, in the amount of $1,193,710.82. Type: Capital expenditure Current Year Budget?: Yes Budget Adjustment Comments: Current Year Cost: $1,193,710.82 Not to Exceed: For Fiscal Year: $1,193,710.82 to Budget Adjustment: None Annual Operating Cost: Total Cost: $1,193,710.82 Cover Memo Item # 21 Appropriation Code Amount Appropriation Comment 0376-96619-561300-535- $ 89,490.00 see summary section 000-0000 0376-96619-563800-535- 000-0000 $1,104,220.82 see summary section Bid Required?: Yes Bid Number: 07-0032-UT Other Bid / Contract: Bid Exceptions: None Review 1) Financial Services 2) Office of Management and Budget 3) Legal 4) Clerk 5) Assistant City Manager 6) Clerk 7) City Approval: Manager 8) Clerk Cover Memo Item # 21 N O V O V 4? .? O A l " l f ? m x W z U a w a 0 x a 0 M O O N w O A H z w O A 0 N U A A H W A A Q Q 0 0 0 rl z N M O 000 ? W A 00 N N ? l? O l? 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IN t"Mi'lI ,I Attachment number 4 Page 22 of 22 Attachment number 5 Page 1 of 5 DRAFT CITY OF CLEARWATER ENGINEERING DEPARTMENT McKIM & CREED ENGINEERS SUPPLEMENTAL WORK INITIATION FORM DATE: November 20, 2009 City Project No: 07-0032-UT 1. PROJECT TITLE: Marshall St. APCF Generator Upgrades Limited Construction Services 2. SCOPE OF WORK: SUMMARY The City of Clearwater (City) is implementing back-up generation upgrades at the Marshall Street Facility. The upgrades involve the installation of a new backup generator at the Dewatering Building and associated electrical distribution upgrades at the Dewatering Building, Influent Pump Station and MCC-9. The design phase of this project is complete and the City is now moving into the construction phase of the project. This Work Order is for limited construction services which includes: pre-construction meeting, shop drawing review, request for information and change order assistance, limited engineering site visits, substantial and final walk thru, start-up assistance and preparation of record drawings. The scope of work to be included is more fully defined as follows: SCOPE OF WORK Task 1 Project Setup and Coordination Develop project documents and filing systems for the project that will include; project set- up, project schedule, project management plan, hard and electronic file systems, and conduct an internal kick-off meeting. 2. Provide monthly status reports of the progress of this scope of work to accompany monthly invoices and administer the project. Task 2 Limited Construction Services Conduct pre-construction conference with City staff, the selected Contractor and the City's Project Representative to review project requirements, coordination, and scheduling. Minutes of the meeting will be prepared and distributed by McKim & Creed (M&C) to attendees and other designated stakeholders. 2. Review Contractor's submittals including shop drawings, O&M Manuals, Owner Direct Purchase forms and product substitution for compliance with the Contract Documents. M&C will coordinate the review process and maintain a submittal review log. Reviewed submittals will be distributed to the City, Contractor and the City's Project Representative. 3. Administer ten (10) monthly progress meetings with the City, Contractor and the City's Project Representative to review project status including work progress, schedule, submittals, change orders, and RFIs. It is anticipated that the meetings will be held at the City's Marshall Street Plant. Minutes of the meeting will be prepared and distributed via email by M&C to attendees and other designated stakeholders. Item # 21 Attachment number 5 Page 2 of 5 Page 2 4. Make one (1) 2-hr site visit per week to observe the work in progress and the quality with respect to the intended function and Contract Documents. It is not anticipated that site visits will be required during the first several months of the contract. As such, 80 hours have been allotted for this task. 5. Provide general contract administration including interpretation of the Contract Documents, general correspondence with the City, Contractor, jurisdictional agencies and sub- consultants; and coordination of construction activities (observation, training, equipment startup, ODP administration, etc.) between the appropriate personnel. 6. Respond to Contractor's Request for Information (RFI). Maintain a RFI receipt/response log. Eighty (80) hours have been allotted for this task. 7. Provide assistance with change requests submitted by the Contractor and make recommendations to the City. Maintain a log to track change orders and costs. Forty (40) hours have been allotted for this task. 8. Review and log results of material testing for compliance with the Contract Documents. Copies of the testing results will be forwarded to the City. 9. Review Contractor's requests for payment, compare requests with the work completed, verify accuracy, and recommend appropriate action to the City. It is M&C's understanding that the City's Project Representative will verify quantities installed and percent complete with the Contractor and submit such documentation to M&C at the same time the Contractor submits their request for payment. 10. Assist with startup by reviewing and commenting on the Contractor's submitted procedures for testing and starting the improvements. 11. Attend substantial and final walk-throughs with the City's on-site observer. Punch lists shall be prepared by M&C. (RAM) 12. Perform final inspection of completed work and prepare the Engineer's Certification for submittal to the Building Department. 13. Administer project closeout by collecting and submitting contract closeout documents, including record drawings, release of liens, warranties, O&M manuals, final change order, and other documents required by the Contract. 14. Prepare Record Drawings of improvements based on Contractor supplied marked-up drawings showing any deviation from the construction drawings. Provide one (1) CD ROM in AutoCAD 2008 format and one (1) printed copy of said Record Drawings to the City. It is our understanding that the City will have a qualified Project Representative on this project who will be providing daily construction observation and is familiar with the type of work to be performed by the Contractor. The City's Project Representative will prepare Construction Observation Reports for each day he is on site and will email a copy of each report to the City and M&C at a minimum weekly basis. 3. PROJECT GOALS - WORK PRODUCTS: Tasks • Pre-construction meeting minutes • Progress meeting minutes Item # 21 Attachment number 5 Page 3 of 5 Page 3 4. 5. 6 7 8 • Shop Drawing reviews • RFI responses • Changes Order recommendations • Contractor request for payment recommendations • Copies of correspondence • Engineer's Observation Reports • Substantial and Final Punch Lists • Certification of Completion • Record Drawings • Project Close-out BUDGET The Construction will be billed on the "Actual Cost Method" in accordance with the Engineer of Record Contract. The Not-To-Exceed fees for the various tasks are outlined below. Task 1 - Project Setup and Coordination Task 2 - Limited Construction Services SCHEDULE $2,950 $86,540 Total $89,490 McKim & Creed will provide the services outlined herein in accordance with the Contractor's schedule for the construction of the Generator Upgrades (a duration of 360 consecutive calendar days). STAFF ASSIGNMENTS: City: Robert Maue, PE McKim & Creed: Construction - Mitch Chiavaroli, Joe Resendes & Gene Robinson CORRESPONDENCE/REPORTING PROCEDURES: All City correspondence shall be directed to Robert Maue, P.E. All McKim & Creed construction correspondence shall be directed to Joe Resendes. INVOICING/FUNDING PROCEDURES: Please invoice monthly for work performed as detailed in McKim & Creed Engineer of Record Contract. Invoices will be transmitted to City of Clearwater, Attn: Veronica Josef, Senior Staff Assistant, Engineering Department, P.O. Box 4748, Clearwater, FL, 33758-4748. City Funding Code: 0376-96619-561300-535-000-0000 Item # 21 Attachment number 5 Page 4 of 5 Page 4 9. ENGINEER CERTIFICATION I hereby certify as a licensed Professional Engineer, registered in accordance with Florida Statute 471, that the above project's site and/or construction plans meet or exceed all applicable design criteria specified by City municipal ordinance, State, and Federal established standards. I understand that it is my responsibility as the project's Professional Engineer to perform a quality assurance review of these submitted plans to ensure that such plans are free from negligent errors and/or omissions. This certification shall apply equally to any further revision and/or submittal of plans, computations, or other project documents which I may subsequently tender. 10. SPECIAL CONSIDERATIONS: None PREPARED BY: A. Street Lee, PE Vice President McKim & Creed APPROVED BY: Michael D. Quillen, PE City Engineer City of Clearwater Date: Date: Item # 21 Attachment number 5 Page 5 of 5 Page 5 Clearwater Attachment "A" CITY DELIVERABLES FORMAT The design plans shall be compiled utilizing one of the following two methods. 1. City of Clearwater CAD standards. 2. Pinellas County CAD standards 3. Datum: Horizontal and Vertical datum shall be referenced to North American Vertical Datum of 1988 (vertical) and North American Datum of 1983/90 (horizontal). The unit of measurement shall be the United States Foot. Any deviation from this datum will not be accepted unless reviewed by City of Clearwater Engineering/Geographic Technology Division. DELIVERABLES The design plans shall be produced on vellum or bond material, 24" x 36" at a scale of I" = 20' unless approved otherwise. Upon completion the consultant shall deliver all drawing files in digital format with all project data in Land Desktop 2000 or later including all associated dependent files. NOTE: If approved deviation from Clearwater or Pinellas County CAD standards are used the consultant shall include all necessary information to aid in manipulating the drawings including either PCP, CTB file or pen schedule for plotting. The drawing file shall include only authorized fonts, shapes, line types or other attributes contained in the standard AutoDesk, Inc. release. All block references and references contained within the drawing file shall be included. Please address any questions regarding format to Mr. Tom Mahony, at (727)562-4762 or email address tom.mahony(axlearwater-fl.com ? All electronic files must be delivered upon completion of project or with 100% plan submittal to City of Clearwater. Item # 21 SUBJECT / RECOMMENDATION: City Council Agenda Council Chambers - City Hall Meeting Date: 12/17/2009 Approve the contract purchase of ProjectDox software, an electronic plan submittal and review system from the Avolve Software Corporation in the amount of $112,000 with monies provided by the Department of Energy Efficiency and Conservation Block Grant and authorize the appropriate officials to execute same. (consent) SUMMARY: On October 22, 2009 City Council ratified and confirmed the City Manager's acceptance of a United States Department of Energy Efficiency and Conservation Block Grant in the amount of $1,075,400. The grant provides funding for four separate City projects, one of which is establishing an electronic building plan submittal and review system. The Planning and Development Department is requesting a contract be awarded to Avolve Software in the amount of $112,000 to purchase the software. ProjectDox is currently the only self-hosted solution for electronic plan check and review for governmental entities. It is designed to handle permit project drawings from review, markup, approval and through to final inspection. ProjectDox is the only electronic plan review solution with a proven two way integration with the Department's Accela permitting system. Implementation of ProjectDox will begin after the Accela upgrade is fully implemented in the Spring 2010. Funding and the related expenditures for this project will be captured in Special Program project 181-99857, Electronic Plan Submittal. Type: Current Year Budget?: Budget Adjustment Comments: Current Year Cost: Not to Exceed: For Fiscal Year: Purchase Yes Budget Adjustment: None $112,000 Annual Operating Cost: Total Cost: to Review 1) Office of Management and Budget 2) Legal 3) Clerk 4) Purchasing 5) Clerk 6) Assistant City Approval: Manager 7) Clerk 8) City Manager 9) Clerk Cover Memo Item # 22 ?- Meeting Date: 12/17/2009 City Council Agenda Council Chambers - City Hall SUBJECT / RECOMMENDATION: Approve a settlement of the case of John Shields v. City of Clearwater, Case 09-4038-CI-11, in the amount of $70,000.00 and authorize the appropriate officials to execute same. (consent) SUMMARY: An action was brought against the City for injuries to the plaintiff, John Shields, resulting from an incident involving a defective manhole cover on Gulf to Bay Boulevard. As he was driving over the manhole cover, it came out of its collar, damaged the undercarriage of his car, causing him to lose control, jump a curb, and strike two vehicles parked in a nearby parking lot. Mr. Shield's primary injury was a torn rotator cuff in his right shoulder. Following a period of conservative treatment, surgery was performed to repair the damage. Mr. Shield has some residual impairment (6%), and incurred medical expenses The parties participated in mediation, per Court order, on November 16, 2009, and a tentative settlement of all of Mr. Shields claims was reached. The proposed settlement provides for a cash payment of $70,000.00 to the plaintiff in exchange for a full release from all liability, past, present and future. Review Approval: 1) Office of Management and Budget 2) Legal 3) Clerk 4) Clerk Cover Memo Item # 23 SUBJECT / RECOMMENDATION: City Council Agenda Council Chambers - City Hall Meeting Date: 12/17/2009 Approve an agreement between the City and LOM to allow LOM to build a Break Wall on city property in advance of a formal Development Agreement, setting out terms and conditions, authorize an easement for such purpose and authorize the appropriate officials to execute same. (consent) SUMMARY: On June 18, 2009, Council authorized staff to negotiate a development agreement and all other necessary agreements to implement the development and construction of a multi-story condominium building, consisting of retail and restaurant condominium building and a commercial parking garage containing the minimum of 300 parking spaces open to the public, on the LOM property. LOM and the city are presently negotiating the definitive agreements for the project, which are scheduled to be presented to Council on January 14, 2010. LOM has requested the city consider an agreement and easement which would allow the construction of a "Break Wall" on city property lying west of the LOM property along the Beachwalk promenade, prior to the approval of the definitive agreements. On August 31, 2009, FEMA issued a conditional letter of map revision for the flood zone change, conditioned upon the construction of the Break Wall on the city property. Following the construction of the Break Wall, the city will file the letter of map revision to FEMA supporting the flood zone change, advertise the flood zone change as required by law and process the flood zone change in accordance with requirements set forth by FEMA. This process will take approximately 3 to 4 months following the completion of construction of the Break Wall. This agreement allows the developer to commence construction of the Break Wall which will accelerate the timeframe for construction. However, because of the approval process, it is possible that the Break Wall will be constructed and the project and the development agreement not be ultimately approved or the project not move forward for other reasons. In order to protect against that contingency, the agreement provides that in the event the Break Wall is constructed and the FEMA approval is granted but the project does not move forward through no fault of the city's, LOM will compensate the city for the increased value of the property which resulted from the FEMA map revision. The agreement establishes the process by which the appraisers will be selected to determine the value. The agreement provides that LOM will be responsible for the construction and maintenance of the Break Wall. The easement provides LOM access across the city property to the Break Wall for the purposes of maintenance, construction and operation of the wall. It is important to note that the easement is not contingent upon the ultimate construction of the garage project. In the event the project is not constructed following the construction of the Break Wall, the Break Wall will remain in place and the FEMA change will remain in place. Type: Current Year Budget?: Budget Adjustment Comments: Current Year Cost: Not to Exceed: For Fiscal Year: Other None Budget Adjustment: Annual Operating Cost: Total Cost: to None Cover Memo Review Approval: 1) Clerk Item # 24 Attachment number 1 Page 1 of 8 [LETTERHEAD OF LOM, INC.] December , 2009 City of Clearwater 112 S. Osceola Avenue Clearwater, FL 33756 Attn: Frank V. Hibbard, Mayor RE: L.O.M., Inc./Clearwater Beach Parking Garage Ladies and Gentlemen: We refer to that certain Term Sheet presented by L.O.M., Inc., a Florida corporation ("LOM") to the City Council for the City of Clearwater, Florida, a Florida municipal corporation (the "City"), at the Council Work Session on June 15, 2009, and clarified at the City Council meeting on June 18, 2009 (as so presented and clarified, the "Term Sheet"), with respect to LOM's property located at 315 S. Gulf View Boulevard and 320 Coronado Drive (the "LOM Property"). The Term Sheet contemplates the development and construction of a multi-story condominium building on the LOM Property (the "Project"), consisting of retail and restaurant components (and related delivery area and parking spaces), and a commercial parking garage containing a minimum of 300 parking spaces open to the public, as more particularly described in (and subject to the terms of) the Term Sheet. LOM and the City are presently negotiating the definitive agreements for the Project (collectively, the "Definitive Agreements"), including an Agreement for Development of Property, a Put Agreement, a Parking Covenant, and a Declaration of Condominium, all as contemplated by the Term Sheet. The Term Sheet contemplated that (i) LOM would process a letter of map revision with FEMA to change the flood zone for the LOM Property from VE to AE (the "Flood Zone Change"), and (ii) the City would fully cooperate with FEMA requirements in order to accomplish the Flood Zone Change, including any requirement for the construction of a so-called "wave dissipating wall" (the "Break Wall") on the property owned by the City lying west of the LOM Property to the east of Gulfview Boulevard along the promenade (the "City Property"). By letter dated August 31, 2009, FEMA issued a Conditional Letter of Map Revision (the "CLOMR") for the Flood Zone Change conditioned upon, inter alia, the construction of the Break Wall on the City Property. To facilitate the development of the Project, LOM has requested that the City allow LOM to construct the Break Wall on the City Property as soon as reasonably possible, and the City has agreed to allow same (in advance of the approval, execution and delivery of the Definitive Agreements contemplated by the Term Sheet), subject to the terms and conditions hereinafter set forth. Accordingly, the parties hereby agree as follows: 1. Break Wall Easement. Simultaneously with the execution hereof, the City shall provide a perpetual non-exclusive easement for access to and from, construction and maintenance of, the Break Wall on the City Property, which easement shall be appurtenant to the v6 MIA 180,914,197 1 Item # 24 Attachment number 1 Page 2 of 8 LOM Property and shall be in substantially the form of the easement attached to this letter agreement as Exhibit A (the "Break Wall Easement"). 2. LOM's Construction of Break Wall. The City agrees that LOM shall be entitled to enter the City Property pursuant to the Break Wall Easement and to construct the Break Wall upon the following terms and conditions: (a) LOM has prepared and the City has approved the plans and specifications for the Break Wall attached hereto as Exhibit B. LOM shall construct the Break Wall substantially in accordance with such plans and specifications. (b) Prior to the commencement of construction, LOM shall obtain all required permits for the Break Wall from the City. (c) LOM shall provide (or cause its contractor to provide) the City with evidence of builder's risk insurance. (d) LOM shall construct the Break Wall (or cause same to be constructed) in accordance with the plans and specifications therefor by Florida licensed contractors. (e) LOM shall, at its sole cost and expense, unless otherwise provided in the Break Wall Easement, repair any damage to the landscaping, surfaces, structures or utilities within the easement or within Beach Walk (as contemplated by Beach by Design) which may occur as a result of construction, maintenance, repair, restoration, and/or replacement of the Break Wall. (f) LOM shall comply with the terms and conditions of the Break Wall Easement in connection with the construction of the Break Wall, including without limitation paragraph 5 thereof (entitled Liens). (g) Upon completion of the Break Wall, LOM shall provide the City with copies of the certificate of final approval of the Break Wall issued by the City, together with one set of "as built" plans and specifications for the Break Wall. 3. City Obligations. The City agrees to cooperate with LOM and FEMA requirements in order to accomplish the Flood Zone Change. Specifically, the City will (a) as the owner of the City Property upon which the Break Wall will be constructed, submit the letter of map revision to FEMA supporting the Flood Zone Change, (b) advertise the Flood Zone Change as required by applicable law, and (c) in conjunction with LOM, process the Flood Zone Change in accordance with the requirements set forth by FEMA in the CLOMR. 4. Costs and Expenses. LOM will be responsible for and pay all costs associated with the Flood Zone Change, including the cost of construction and on-going maintenance and repair of the Break Wall, unless the cost of maintenance and repair is allocated to the City under the Break Wall Easement. 5. Flood Zone Change - Compensation. The City and LOM are entering into this letter agreement with the expectation that the parties will finalize and enter into the Definitive v6 MIA 180,914,197 2 Item # 24 Attachment number 1 Page 3 of 8 Agreements and LOM will construct the Project as contemplated in the Term Sheet. However, the parties acknowledge and agree that issues and circumstances could arise which interfere with the negotiation, execution and delivery of the Definitive Agreements and the ultimate development of the Project, and there is no guarantee that the Project will be constructed. In consideration of the terms of this letter agreement, the City has required that LOM compensate the City in the event LOM constructs the Break Wall and the Flood Zone Change occurs, but LOM fails to construct the Project, under certain limited circumstances. Accordingly, the parties hereby agree as follows: (a) In the event that (1) the Definitive Agreements are not entered into by May 1, 2010, (2) the Definitive Agreements are terminated, or (3) another definitive action occurs which indicates with certainty that LOM will not construct the Project, in each case for any reason other than a City Cause (defined below), LOM shall be required to pay the positive difference (if any) between the Flood Zone Change Amount (defined below) less the Flood Zone Change Costs (defined below) to the City as hereinafter provided. As used herein, the following terms shall have the meanings set forth below: (i) "City Cause" shall mean any of the following: (x) the City's unreasonable failure or refusal to approve or enter into one or more of the Definitive Agreements by May 1, 2010, or (y) the City's unreasonable failure or refusal to issue any permit(s), authorizations or approvals necessary for the construction of the Project (as contemplated in the Definitive Agreements or otherwise), or (z) the termination of the Definitive Agreements by reason of the City's failure to satisfy a condition precedent contained therein or a City default. The "reasonable" standard under clause (x) above shall be measured by standards of reasonableness which apply to parties in an arm's length commercial real estate transaction with relatively equivalent bargaining power, and the parties hereby agree that if the City imposes terms, conditions or requirements in the Definitive Agreements which materially deviate from the terms contemplated by the Term Sheet, such action(s) shall be deemed unreasonable. The "reasonable" standard under clause (y) above shall be measured by the actions a governmental authority would customarily take under similar circumstances for comparable projects. (ii) "Flood Zone Change Amount" shall mean the positive difference (if any) between (x) the value of the LOM Property immediately prior to the Flood Zone Change, less (y) the value of the LOM Property immediately following the Flood Zone Change. The Flood Zone Change Amount shall be determined by the appraisal process provided in paragraph 5(b) below. (iii) "Flood Zone Change Costs" shall mean all costs and expenses incurred by LOM in connection with the Flood Zone Change, including, without limitation, (x) all costs and expenses associated with the application for the CLOMR and the Flood Zone Change, including application and processing fees, expenses of feasibility studies, surveys and plans, and legal and consultant fees and expenses, and (y) all costs and expenses associated with the construction of the Break Wall, including architectural and engineering studies and fees, the cost v6 MIA 180,914,197 3 Item # 24 Attachment number 1 Page 4 of 8 of plans and specifications, construction costs, and all other hard and soft costs associated with the construction of the Break Wall. (b) The Flood Zone Change Amount shall be established and determined in accordance with the following appraisal process: (i) Each party, at its sole cost and expense, shall appoint a real estate appraiser with at least ten (10) years full time commercial appraisal experience and who is a member of the American Institute of Real Estate Appraisers, to appraise and determine the Flood Zone Change Amount. The two (2) appraisers appointed by the parties as stated in this paragraph (the "Initial Appraisers") shall meet promptly and attempt to establish the most reasonable, appropriate and practical valuation model to determine the Flood Zone Change Amount (the "Valuation Model") and then, using such agreed upon Valuation Model, appraise and determine the Flood Zone Change Amount. Each of the City and LOM shall pay for the fees of its respective Initial Appraiser, and promptly provide true, correct and complete copies of the appraisal report prepared by its Initial Appraiser to the other. (ii) If the Initial Appraisers are unable to agree on the Flood Zone Change Amount within thirty (30) days after the Initial Appraisers have been appointed, then the Initial Appraisers shall select a third appraiser meeting the qualifications stated in this paragraph (except that such third appraiser shall have at least fifteen (15) years full-time commercial appraisal experience) within ten (10) days following the expiration of said 30-day period. The third appraiser must be a person who has not previously acted in any capacity for either of the City or LOM, and shall be referred to herein as the "Third Appraiser". Each of the parties shall bear one half of the costs and expenses associated with the selection of the Third Appraiser and the Third Appraiser's fees. True, correct and complete copies of the appraisal reports prepared by the Initial Appraisers shall be provided to the Third Appraiser. Within thirty (30) days after the selection of the Third Appraiser, the Third Appraiser shall appraise and set the Flood Zone Change Amount based on the Valuation Model. (iii) If either the City or LOM is dissatisfied with the Flood Zone Change Amount as determined by the Third Appraiser, then either party shall have the right to submit the matter to the American Arbitration Association for resolution in arbitration in accordance with this provision. The arbitration shall be conducted under the Commercial Arbitration Rules (or similar successor rules thereto). The place of arbitration shall be Pinellas County, Florida. If either party calls for a determination in arbitration pursuant to this paragraph, the parties shall have a period of ten (10) days from the date of such request to mutually agree on one arbitrator who, at a minimum, must be an appraiser meeting the requirements of the Third Appraiser stated above. If the parties fail to agree on a single arbitrator, each party shall have an additional ten (10) days to each select an individual meeting such qualifications, and the two (2) arbitrators shall select an v6 MIA 180,914,197 4 Item # 24 Attachment number 1 Page 5 of 8 arbitrator to be the arbitrator for the matter in question. The final arbitrator, however selected under this provision, must be a person who has not previously acted in any capacity for either of the City or LOM. The arbitrator shall decide the issues submitted to him/her in accordance with the terms of this paragraph 5, provided that all substantive issues shall be determined under the laws of the State of Florida. The arbitrator conducting the arbitration shall be bound by the provisions of this letter agreement and shall not have the power to add to, subtract from or otherwise modify such provisions. Each party shall be responsible for its own costs and expenses incurred in the arbitration, including attorneys' fees, but the costs of the presiding arbitrator and the arbitration itself shall be shared equally by the parties. (iv) Within thirty (30) days after determination of the final Flood Zone Change Amount pursuant to this paragraph, LOM shall pay the City an amount equal to the Flood Zone Change Amount minus the Flood Zone Change Costs. (c) If LOM does not construct the Project due to a City Cause, or the Project is constructed pursuant to the terms and conditions of the Definitive Agreements or otherwise, LOM shall have no obligation to the City whatsoever with respect to the Flood Zone Change. 6. Enforcement. In the event that any party defaults under the terms, provisions or obligations of this letter agreement and such default is not cured within fifteen (15) days after receipt of the written notice thereof, then the nondefaulting party shall have all rights and remedies available at law or in equity for the redress of such default. 7. Notice. Notices given by either party to the other hereunder shall be in writing, and shall be sent by certified mail, postage prepaid, return receipt requested or by courier service, or by hand delivery to the office for each party indicated below and addressed as follows: To the Developer: L.O.M., Inc. c/o Surf Style, Inc. 4100 N. 28th Terrace Hollywood, Florida 33020 Attn: Controller To the City: City of Clearwater 112 S. Osceola Avenue Clearwater, Florida 33756 Attn: City Manager and City Attorney Notices given by courier service or by hand delivery shall be effective upon delivery and notices given by mail shall be effective on the third (3rd) business day after mailing. Refusal by any person to accept delivery of any notice delivered to the office at the address indicated above (or as it may be changed by notice given in accordance with this paragraph) shall be deemed to have been an effective delivery. v6 MIA 180,914,197 5 Item # 24 Attachment number 1 Page 6 of 8 This letter agreement may be executed in any number of counterparts and by the separate parties hereto in separate counterparts, each of which shall be deemed an original, but all of which (when taken together) shall constitute one and the same agreement. Please note that this letter is intended to address only the matters specifically set forth herein and is not intended to address any other matters or issues with regard to the Project. Sincerely, L.O.M., INC., a Florida corporation By: Name: Title: ACCEPTANCE BY THE CITY: Attest: THE CITY OF CLEARWATER, FLORIDA, a Florida municipal corporation By: By: Cynthia Goudeau, City Clerk Frank V. Hibbard, Mayor Approved as to form: Pamela K. Akin City Attorney cc: Nancy Lash, Esq. (via e-mail w/attachment) v6 MIA 180,914,197 6 Item # 24 Attachment number 1 Page 7 of 8 EXHIBIT A CONSTRUCTION, ACCESS AND MAINTENANCE EASEMENT AGREEMENT v6 MIA 180,914,197 Item # 24 Attachment number 1 Page 8 of 8 EXHIBIT B FINAL BREAK WALL PLAN v6 MIA 180,914,197 Item # 24 Attachment number 2 Page 1 of 10 This instrument prepared by, or under the supervision of (and after recording, return to): Nancy Lash, Esq. Greenberg Traurig, P.A. 1221 Brickell Avenue Miami, Florida 33131 for Clerk of CONSTRUCTION, ACCESS AND MAINTENANCE EASEMENT AGREEMENT THIS CONSTRUCTION, ACCESS AND MAINTENANCE EASEMENT AGREEMENT ("Agreement") is made and entered into as of the day of December, 2009, by and between the CITY OF CLEARWATER, a municipal corporation of the State of Florida ("City") and L.O.M., INC., a Florida corporation ("LOM"). RECITAL S: A. LOM is the owner in fee simple of that certain parcel of land located at 315 S. Gulf View Boulevard in Clearwater, Florida, which is legally described or depicted in Exhibit A attached hereto ("LOM Property"). B. The City owns or controls that certain parcel of land adjacent to and west of the LOM Property, which is legally described or depicted in Exhibit B attached hereto ("City Property"). C. The City and LOM entered into that certain letter agreement dated 2009 (together with any amendments, modifications, extensions, restatements and supplements from time to time, the "Letter Agreement"), which governs the construction of a "wave dissipating wall" on the City Property ('Break Wall"), as more particularly described in the Letter Agreement. D. The City desires to grant and create, on the terms and conditions hereinafter set forth, certain construction, access and maintenance easements over, under and upon that portion of the City Property more particularly described in Exhibit C attached hereto ("Easement Area") in favor of LOM and all of the present and future owners of the LOM Property. NOW, THEREFORE, in consideration of the premises, agreements and covenants set forth hereinafter, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City and LOM hereby agree that the foregoing recitals are true and correct and further agree as follows: v7 MIA 180,823,377 Item # 24 Attachment number 2 Page 2 of 10 1. Grant of Easements to LOM. Subject to the conditions herein, the City hereby grants to LOM a perpetual non-exclusive easement over, through, upon, across and under the Easement Area for the following purposes: (i) ingress and egress from the LOM Property to and from the Easement Area for the purpose of installation, construction, maintenance, repair restoration and replacement of the Break Wall (ii) installation and construction of the Break Wall and other related and ancillary items within the Easement Area, and (iii) maintenance, repair, restoration and replacement of the Break Wall. The easements granted herein include the right to keep and maintain the Break Wall within the Easement Area (and repair, restore and replace same in the event of damage or destruction of any kind or nature) in perpetuity. The foregoing easements shall be in favor of and appurtenant to the LOM Property, to be used in common with the owner(s) from time to time of the LOM Property and their respective employees, contractors, operators, agents and representatives. 2. Construction and Maintenance of Break Wall. LOM shall, at its sole cost and expense, construct the Break Wall in accordance with the terms and conditions set forth herein and the Letter Agreement. LOM shall, at its sole cost and expense, (a) except as otherwise provided herein, maintain and repair the Break Wall in accordance with the requirements of the Federal Emergency Management Agency (including any maintenance and operation plan required by such agency), and City of Clearwater standards for maintenance of knee walls within Beach Walk (as contemplated by Beach by Design), and (b) repair any damage to the landscaping, surfaces, structures or utilities within the Easement Area or within Beach Walk (as contemplated by Beach by Design) caused by the construction, maintenance, repair, restoration, and/or replacement of the Break Wall. Notwithstanding the foregoing, the City shall reimburse LOM for all costs and expenses incurred in the maintenance, repair and restoration of the Break Wall necessitated by or required as a result of the negligence or willful misconduct of the City, its employees, contractors, operators, agents or representatives. 3. No Obstruction of Traffic. LOM shall not cause or permit any material obstruction to the free flow of vehicular or pedestrian traffic in and through the Easement Area or to the use and exercise of the easement rights granted herein except during temporary periods when the Break Wall is being constructed, maintained or repaired. All construction, maintenance or repair work performed by LOM shall be accomplished in such a manner as to minimize any disruption to the free flow of ingress and egress over and across the Easement Area. 4. Reservation. The City hereby reserves all rights of ownership in and to the Easement Area which are not inconsistent with the easement and rights granted herein, including, without limitation, the right to grant further easements on, over and/or across such area (e.g. utility easements) and all other uses not interfering with the uses permitted herein. 5. Liens. LOM shall keep the Easement Area (and all portions thereof) at all times free of mechanics' liens, and any other liens, for labor, services, supplies, equipment or materials purchased or procured, directly or indirectly, by or for LOM. LOM agrees that it will promptly pay and satisfy all such liens of contractors, subcontractors, mechanics, laborers, materialmen and others of like character. In the event any such liens shall be made or filed, LOM shall bond against or discharge same within thirty (30) days after receiving written notice of the filing of same. LOM shall not have any authority to create any liens for labor or material on the Easement Area and all persons contracting with LOM for the performance of any services, v7 MIA 180,823,377 2 Item # 24 Attachment number 2 Page 3 of 10 supply of any materials or provision of any labor for any work done in, on or around the Easement Area, and all materialmen, contractors, suppliers, mechanics and laborers are hereby charged with notice that they must look solely to LOM to secure payment of any bill for work done or material furnished at the request or instruction of LOM. 6. Mortgages. LOM shall be prohibited from mortgaging or otherwise encumbering the City's Property; however, any mortgage of the LOM Property may include and encumber the non-exclusive easement rights granted pursuant to this Agreement as recorded in the Public Records of Pinellas County, Florida (as amended from time to time) over the City Property. 7. Defaults. In the event that any party defaults under the terms, provisions or obligations of this Agreement and such default is not cured within thirty (30) days after receipt of the written notice specifying in reasonable detail the event of default ("Default Notice"), or if such event of default is of such nature that it cannot be completely cured within such time period, then if the defaulting party shall not have commenced to cure such default within such thirty (30) day period and shall not diligently prosecute such cure to completion within such reasonable longer period of time as may be necessary, then the nondefaulting party shall have all rights and remedies available at law or in equity for the redress of such default, including, in the case of the City, the right of self-help under the circumstance set forth in paragraph 8 below. 8. Self-Help. If LOM fails to maintain the Break Wall in the condition described in paragraph 2 above, then the City may give a Default Notice to LOM, and LOM shall have the applicable cure period (described in paragraph 7 above) following receipt of such notice to restore the Break Wall to the required condition. If LOM fails to restore the Break Wall within said cure period, then, in addition to the other remedies provided herein, the City may restore same to the required condition and thereafter LOM shall reimburse the City for the reasonable costs of such restoration (excluding any restoration the cost of which the City is required to reimburse under paragraph 2) within fifteen (15) days following LOM's receipt of an invoice therefor. Any sums not reimbursed when required herein shall bear interest at the maximum rate allowed by law from the date due until paid. 9. Covenant Running with the Land. The easements hereby granted and the requirements herein contained are intended as, and shall be, covenants running with the land. 10. Amendments; Termination. This Agreement may not be amended, modified or terminated except by written agreement of all of the then fee owners of the City Property and the LOM Property, and the holders of any mortgages of record encumbering same. Furthermore, no modification or amendment shall be effective unless in writing and recorded in the Public Records of Pinellas County, Florida. 11. Miscellaneous. a. Counterparts. This Agreement may be executed in any number of counterparts and by the separate parties hereto in separate counterparts, each of which shall be deemed an original, but all of which (when taken together) shall constitute one and the same instrument. v7 MIA 180,823,377 1 Item # 24 Attachment number 2 Page 4 of 10 b. Construction. Reference to any paragraph, section, exhibit, or subpart thereof, unless otherwise provided, shall refer to this Agreement. In construing this Agreement, the singular shall be held to include the plural, the plural shall be held to include the singular, and reference to any particular gender shall be held to include every other and all genders. Use of the term "including" shall mean "including, without limitation". Each of the parties hereto and their counsel have reviewed and revised, or requested revisions to, this Agreement, and the usual rule of construction that any ambiguities are to be resolved against the drafting party shall be inapplicable in the construction and interpretation of this Agreement and any amendments or exhibits to this Agreement. C. Titles of Paragraphs and Sections. The titles of the several parts, paragraphs and sections of this Agreement are inserted for convenience of reference only and shall be disregarded in construing or interpreting any of its provisions. d. Notices. Any notice or communication under this Agreement shall be in writing and shall be deemed sufficiently given if hand delivered or dispatched by United States certified mail, postage prepaid, return receipt requested, or by nationally recognized overnight delivery service, to the appropriate party or entity, and their respective authorized representatives as set forth below, at the address specified below or at such other address of which the other parties shall be duly notified in writing: NOTICE TO THE CITY: City of Clearwater 112 S. Osceola Avenue Clearwater, FL 33756 Attn: City Manager NOTICE TO LOM: L.O.M., Inc. c/o Surf Style, Inc. 4100 N. 28th Terrace Hollywood, Florida 33020 Attn: Controller WITH COPY TO: Pamela K. Akin, Esq. Clearwater City Attorney 112 S. Osceola Avenue Clearwater, FL 33756 WITH COPY TO: Greenberg Traurig, P.A. 1221 Brickell Avenue, 23rd Floor Miami, Florida 33131 Attn: Nancy B. Lash, Esq. All notices shall be deemed received when actually delivered if delivered by hand or by a nationally recognized overnight delivery service and shall be deemed delivered five (5) days following mailing in the event mailed as provided above. e. Severabilily. If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement or the application of such term or provision to the persons or circumstance other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law. f. Counterparts. This Agreement may be executed in any number of counterparts and by the separate parties hereto in separate counterparts, each of which when taken together shall be deemed to be one and the same instrument. v7 MIA 180,823,377 4 Item # 24 Attachment number 2 Page 5 of 10 g. Governing Laws. The laws of the State of Florida shall govern the interpretation, validity, performance and enforcement of this Agreement. Venue for any action brought hereunder shall be proper exclusively in Pinellas County, Florida. h. Expenses. In the event any arbitration, litigation or controversy arises out of or in connection with this Agreement between the parties hereto, the prevailing party in such arbitration, litigation or controversy shall be entitled to recover from the other party or parties all reasonable attorneys' and paralegals' fees, expenses and suit costs, including those associated with any appellate or post judgment collection proceedings. i. Exhibits. All of the Exhibits attached to this Agreement are incorporated in, and made a part of, this Agreement. j. Waiver of Jury Trial. The parties hereby each knowingly, irrevocably, voluntarily and intentionally waive any right such party may have to a trial by jury in respect of any action, proceeding or counterclaim based on this Agreement, or arising out of, under or in connection with this Agreement or any amendment or modification of this Agreement, or any other agreement executed by and between the parties in connection with this Agreement, or any course of conduct, course of dealing, statements (whether verbal or written) or actions of any party hereto. This waiver of jury trial provision is a material inducement to the parties to enter into this Agreement. [The remainder of this page is intentionally left blank.] v7 MIA 180,823,377 5 Item # 24 Attachment number 2 Page 6 of 10 EXECUTED as of the date and year first above written. SIGNED, SEALED AND DELIVERED THE CITY OF CLEARWATER, IN THE PRESENCE OF: FLORIDA, a Florida municipal corporation Name: By: Frank V. Hibbard, Mayor Name: Attest: By: Cynthia Goudeau, City Clerk Approved as to form: Pamela K. Akin City Attorney STATE OF FLORIDA ) COUNTY OF PINELLAS ) The foregoing instrument was acknowledged before me this day of , 2009 by Frank V. Hibbard and Cynthia Goudeau, Mayor and City Clerk, respectively, for the City of Clearwater, Florida, on behalf of the City. By: Signature of Notary Public My Commission Expires: Printed, typed or stamp v7 MIA 180,823,377 6 Item # 24 Attachment number 2 Page 7 of 10 SIGNED, SEALED AND DELIVERED IN THE PRESENCE OF: Name: Name: STATE OF FLORIDA ) COUNTY OF ) L.O.M., INC., a Florida corporation By:_ Name: Title: The foregoing instrument was acknowledged before me this as Florida corporation, on behalf of the corporation. By: Signature of Notary Public Printed, typed or stamp day of , 2009 by of L.O.M., INC, a My Commission Expires: v7 MIA 180,823,377 7 Item # 24 Attachment number 2 Page 8 of 10 EXHIBIT A LOM PROPERTY v7 MIA 180,823,377 R Item # 24 Attachment number 2 Page 9 of 10 EXHIBIT B CITY PROPERTY v7 MIA 180,823,377 0 Item # 24 Attachment number 2 Page 10 of 10 EXHIBIT C EASEMENT AREA v7 MIA 180,823,377 10 Item # 24 ry w o II ;zt C*) i O N z O ?Q ? U ?O U ry ?O ?w U) U) W W Z O 1 U w U) J J >Q o M M Q O TI QIg N r ` III- zQ H O C _ Y } Q Y U<) Z co U W W 7. J - w W § Z a U U- wOZ ICI- ` Ilk Y W Z O U) W Attachment number 4 Page 1 of 1 Scale: 1 "40' This is not a survey J U U S8 U U CJ U EXHIBIT "C" NORTH ?Z ? i3 I to I Q U 15' 44"E 116.03' J N ? 3 LL' o ? I ? 3 Z ? Cl) I ? I N8p° 34' 24"W I 110-51' I O IW Z J n W P. 0. B° N. W. Corner Lot 60 60 II U O I/ ? ho ?0? ' J 61 m "V? U 3 L O J I O Lu I ? J ? O O CO U) 62 Commence at the Northwest Corner of Lot 60 of LLOYD WHITE SKINNER Subdivision as recorded Plat Book 13 Page 12 63 of the Public Records of Pinellas County, Florida for a POINT OF BEGINNING; thence run Southerly along the East Right of Way line of South Gulfview Blvd. and a curve concave Westerly with a radius of 6017.52 feet; an Arc length of 179.98 feet; a Chord Bearing S 08°34'54" W and a Chord distance of 179.97 feet; thence run N 80°34'24" W, 110.51 feet to the Coastal Construction Control Line (C.C.C.L.) CITY OF CLEARWAT thence run N 06°47'27" E, 176.73 feet; thence run S ENGINEERING DE 82°15'44" E, 116.03 feet to the P.O.B. ..' Fr.Ai SKF" 1 10 ?- Meeting Date: 12/17/2009 City Council Agenda Council Chambers - City Hall SUBJECT / RECOMMENDATION: Approve Parks and Recreation Board recommendation to name the gymnasium at Countryside Recreation Center, John Wiser Gymnasium. SUMMARY: Council Resolution 09-31 specifies that the Parks and Recreation Board will conduct and advertise a public hearing to consider recommendations for naming portions of City recreation facilities in honor of individuals. The Board held a public meeting on October 27, 2009 to consider naming the Countryside Recreation Center gymnasium. The Board received a total of 3 names for consideration and offer the following ranking of the names: 1. John Wiser Gymnasium 2. John Wiser Gymnasium at the Countryside Recreation Center 3. John Wiser Based upon the information gathered at this hearing, and on the criteria contained in the Resolution, the Parks and Recreation Board approved a motion to recommend to the City Council that the gymnasium be named John Wiser Gymnasium. If approved a sign will be installed in the facility to designate the gymnasium as the John Wiser Gymnasium. Review Approval: 1) Legal 2) Clerk 3) Assistant City Manager 4) Clerk 5) City Manager 6) Clerk Cover Memo Item # 25 ?- Meeting Date: 12/17/2009 City Council Agenda Council Chambers - City Hall SUBJECT / RECOMMENDATION: Approve the Agreement between the City of Clearwater and CIGNA HealthCare for medical insurance and adopt Resolution 09-54 authorizing execution of the Corporate Resolution for Banking and authorizing the appropriate City officials to establish a demand deposit banking account in accordance with the Minimum Premium Administrative Agreement for the contract period of January 1, 2010, to December 31, 2010, at a total cost not to exceed $16,000,000. SUMMARY: The current agreement with the City's medical insurance provider, CIGNA HealthCare, which expires on December 31, 2009, provides for a fully insured funding arrangement whereby the City submits premium payments to CIGNA each month based solely on the number of employees, retirees, and COBRA participants and the plan options in which they are enrolled. The renewed agreement will provide for the City to remain fully insured with CIGNA, but establishes a Minimum Premium Administrative Agreement for payment of premiums to be effective January 1, 2010. Under this arrangement, the City with Council authorization will establish a demand deposit banking account with an imprest amount of $241,000 from which City medical claim costs will be deducted. The City will receive a statement from the bank each week after claims deductions have been processed, and will be responsible for replenishing the account by wire transfer back to the imprest amount, while continuing to benefit from a Maximum Monthly Claim Liability equivalent to 80.4% of total premiums in the first year. The City will also remit to CIGNA once each month a Residual Premium equivalent to 7.1% of the expected claims for administration expenses. Plan provisions for the 2010 plan year entail a reduction in the schedule of benefits with no change in premiums for the City Base plan option, and an increase in premiums with no change in the schedule of benefits for the City's "buy-up" Co-Pay and POS plan options. For fiscal year 2010, the City has budgeted approximately $10.28 million for approximately 1,658 full time positions for the City's share of medical insurance coverage (including EAP and mental health/substance abuse). Assuming all positions are filled at all times and there are no changes in the elected levels of coverage, the City's estimated share of actual expenses for FY 2010 would be $10.45 million. The difference between budgeted and maximum actual costs, estimated to be $170,000 would also have to be taken as a quarterly budget amendment from reservesin the Central Insurance Fund. The estimated CY cost for this contract would be $15.4 million ($10.3 million city share, $4.3 million employee share, and $800,000 retiree/cobra share). City costs related to this CIGNA contract for coverage for FY 2011 will be budgeted as part of the fiscal year 2011 budget. Review 1) Financial Services 2) Office of Management and Budget 3) Clerk 4) Legal 5) Clerk 6) Assistant City Approval: Manager 7) Clerk 8) City Manager 9) Clerk Cover Memo Item # 26 Attachment number 1 Page 1 of 2 CORPORATE RESOLUTION FOR BANKING Legal Name of Corporation: City of Clearwater Principal Place of Business: 100 South Myrtle Avenue, Clearwater, Florida, 33756 Place of Incorporation: Clearwater, Florida RESOLVED: That Citibank, N.A., its branches, subsidiaries and affiliates (the "Bank") be and hereby is designated a depository of the funds of this Corporation ("Corporation"); and The Finance Director (If officer(s), designate office(s) only, for example: President, Treasurer, etc.; if person(s) other than officer(s), insert name(s)), (If two or more are designated, indicate number of signatures required to conduct transactions. If nothing indicated, one will be required.) is/are hereby authorized (i) to open and close accounts in the name of this Corporation, (ii) to execute and deliver agreements for Bank products and services, electronic banking, or other agreements relative to financial and banking transactions, including wire transfers, or which may establish special authorizations and limitations pertaining to the accounts different from the authorizations and limitations contained herein and to change such special authorizations and limitations from time to time, (iii) to sign for and on the behalf of this Corporation, any and all checks, drafts or other orders with respect to any funds at any time to the credit of this Corporation with the Bank and/or against any account(s) of this Corporation maintained at any time with the Bank, inclusive of any such checks, drafts, or other orders in favor of any of the above-designated officer(s) and/or other person(s), even if such checks, drafts or other orders create an overdraft on any account(s) of the Corporation and (iv) to make withdrawals at any time of any such funds or from any such account(s) by any other means authorized by the Bank, including (without limitation) a debit card, a credit card, a terminal or other device or facility providing access to any such funds or account(s) even if such withdrawals create an overdraft on any account(s) of the Corporation; and that the Bank be and hereby is authorized (a) to open and close such accounts for this Corporation; (b) to pay such checks, drafts or orders, and honor such withdrawals, by debiting any account(s) of this Corporation then maintained with it whether or not any of the foregoing creates an overdraft in any account of the Corporation; (c) to receive for deposit to the credit of this Corporation, and/or for collection for the account of this Corporation, any and all checks, drafts, notes or other instruments for the payment of money, whether or not endorsed by this Corporation, which may be submitted to it for such deposit and/or collection, it being understood that each such item shall be deemed to have been unqualifiedly endorsed by this Corporation; and (d) to receive, as the act of this Corporation, any and all stop-payment instructions with respect to any such checks, drafts, or other orders as aforesaid and reconcilement(s) of account when given by any one or more of the officer(s) and/or other person(s) as herein before designated. The authorization provided in (i) and (ii) may be performed electronically, and the digital signature of a person authorized above will be binding on the Corporation. 2. That the Finance Director (if officer(s) designate office(s) only, for example President, Treasurer, etc.; if person(s) other than officer(s), insert name(s)), (If two or more are designated, indicate number of signatures required to conduct transactions. If nothing indicated, one will be required.) is/are hereby authorized to conduct all transactions as described in Paragraph 1 with respect to demand deposit accounts established by the Corporation in connection with the welfare benefit program administered by CGLIC only, and in addition is/are authorized to designate additional persons or entities authorized to conduct transactions as described in Paragraph 1. 3. That any and all withdrawals of money and/or other transactions heretofore had on behalf of this Corporation with the Bank are hereby ratified, confirmed and approved, and that the Bank (and any interested third party) may rely upon the authority conferred by this entire resolution unless, and except to the extent that, this resolution shall be revoked or modified by any subsequent resolution of the Board, and until a certified copy of such subsequent resolution has been received by the Bank and the Bank has had a reasonable opportunity to act thereon. 4. That (i) the Bank is further authorized to honor each check, draft or other order of payment of money (and "Item") drawn in the name of this Corporation, including Items payable to the order of any person authorized to sign on behalf of this Corporation, when bearing or purporting to bear any of the facsimile or printed signatures appearing on a Bank signature card for this Corporation, regardless of by whom or by what means the actual or purported signature may have been affixed thereto or printed thereon and (ii) all previous authorizations for the signing and honoring of items are hereby ratified and continued in full force effect as amplified hereby. 002016/0506 Item # 26 Attachment number 1 Page 2 of 2 5. That the Secretary or/and Assistant Secretary or any other officer of this Corporation be/are and hereby is/are authorized and directed to certify to the Bank the names of the present officers of this Corporation and other persons authorized to sign for it, and the offices respectively held by them, together with specimens of their signatures and from time to time as changes in such personnel are made, immediately to certify such changes to the Bank, and the Bank shall be fully protected in relying on such certifications. That the Secretary or an Assistant Secretary or any other officer of this Corporation be and hereby is authorized and directed to certify to the Bank that this resolution has been duly adopted, is in full force and effect and is in accordance with the provisions of the charter. 6. That this Corporation acknowledges and agrees that accounts are subject to the Bank's terms and conditions for accounts, as same may be amended from time to time. VERIFICATION: We, the undersigned, Director and/or Secretary and/or Assistant Secretary and/or any other officer as set forth in Paragraphs 1 and 2 above of the above named Corporation as indicated below, which is duly organized and existing under the laws of City of Clearwater and having its principal place of business at the above address, hereby CERTIFY that the above is a true copy of a certain resolution duly adopted by the Board of Directors of the said Corporation in accordance with its constitutive documents, and not subsequently rescinded or modified. IN WITNESS WHEREOF, we have this day hereunto subscribed our names duly authorized to do so. Attest: Name: Margaret Simmons Name: By: Title: Finance Director Date: Attesting Officer Secretary/Assistant Secretary/Officer 002016/0506 Item # 26 Attachment number 2 Page 1 of 2 Date: 12/1/09 SIMMS Customer Service Unit Citibank Delaware One Penn's Way New Castle, DE 19720 Client Name: City of Clearwater Client TIN Number: 59-6000-289 Citibank/DDA Account #: 30800877 1. We, the client ("Company" or "Corporation") of Connecticut General Life Insurance Company ("CGLIC"), wish to establish a demand deposit, also known as a "Program", account ("Account") to be utilized solely in connection with our welfare benefit program administered by CGLIC. The Account will be utilized as the depository/funding account for the payment of benefits under our employee benefit plan, and will be non-compensating and non-interest bearing. 2. You are authorized to request an imprest balance of $241,000.00 on 01/01/2010 for credit to the Account. We agree to increase the imprest balance upon request of, and in an amount to be determined by, CGLIC to maintain an adequate balance. You are authorized to request additional imprest funds 15 days after we are notified by CGLIC. 3. Balances in excess of the established imprest amount are acceptable to us. We will notify the CGLIC Bank Specialist if there is a need to adjust the amount of excess funds transferred to Citibank DDA Account Number 30800877. 4. You are authorized to debit the Account on a daily or other periodic basis, even if an overdraft is created by such debit, by amounts equal to the aggregate amount paid by CGLIC on our behalf from the Benefit Plan Agent Account 40008488 ("Agent Account") and you are further authorized to transfer such funds to the Agent Account. We are responsible for all amounts paid by CGLIC on our behalf and for any overdrafts, including fees thereon, created by such payments. 5. The Group will fund the Account in the frequency noted below, and any other time the Account is overdrawn. Funding amounts will be equal to the aggregate amount paid and in an amount sufficient to bring the balance to the imprest level. ? First Bank Day of the Week 6. City of Clearwater will fund the Account via ?x Fed Wire a) City of Clearwater will monitor our Citibank Program Account via email Email Address is margie.simmons(a(myclearwater.com Attention Name/Phone Number: Margie Simmons/727-562-4538 Email Address is allen.delprete myclearwater.com Attention Name/Phone Number: Allen Del Prete/727-562-4876 7. The following officers are authorized to provide instructions with respect to the Account. Name Title Signature a) Margie Simmons Finance Director b) Steve Moskun Cash & Investments Manager c) Allen Del Prete Human Resources Manager Item # 26 Attachment number 2 Page 2 of 2 8. We will notify Citibank promptly in writing signed by the duly authorized officer(s) of the Company of any change in the instructions set forth in this letter. In addition, Citibank is hereby authorized to follow CGLIC's instructions with respect to the Account. 9. We will give you at least five business days prior written notification of any revocation or modification of these authorizations. Sincerely, Name, Title: Margaret Simmons, Finance Director (Name must appear from section 7) (Corp. SecretM/Notaa Public with Seal) ( Should not be a signer in Section 7) Name, Title: Item # 26 Attachment number 3 Page 1 of 6 Dietrich J. Krauland Contractual Agreement Unit Manager CIGNA HealthCare December 1, 2009 Allen Del Prete City of Clearwater 100 S. Myrtle Avenue Clearwater, FL 33756 CIGNA HealthCare Routing 132CAU 900 Cottage Grove Road Hartford, CT 06152 Telephone 860.226.8581 Facsimile 860.730.3944 dietrich.krauland@cigna.com Connecticut General Life Insurance Company ("Connecticut General") Policy Number: 3331468 - Florida Dear Mr. Del Prete: The purpose of this letter agreement ("Agreement") is to: (1) Describe the administration of the Shared Returns Minimum Premium (Minimum Premium) program (also know as the Cash Management Program or "CMP") as a part of the experience-rating process applicable to your Connecticut General group insurance account; (2) Establish a formula for determining the Supplemental Premium; (3) Establish your claim liability obligations and identify a limit on the amount by which your maximum monthly claim liability may decrease below the preceding month's maximum monthly claim liability in order to ensure adequate program account funding in the event of a decreasing number of insured lives; and (4) Establish the tax indemnification and escheat indemnification arrangements relative to your Connecticut General group insurance policy. Unless otherwise noted, terms not defined herein are as defined in the Minimum Premium (CMP) Administrative Agreement and are hereby incorporated into this Agreement. CIGNA HealthCare refers to various operating subsidiaries of CIGNA Corporation. The minimum premium program is insured by Connecticut General Life Insurance Company. Program Overview CIGNA HealthCare's minimum premium program is designed to offer customers an alternative way to fund their group healthcare policy ("Policy") premium. By funding premium through CIGNA HealthCare's minimum premium program, you will enjoy a cash flow advantage and premium tax savings that you would not normally enjoy under most traditional payment arrangements. While the minimum premium program affects the timing of your funding obligations, it is not intended to materially alter the total amounts that would otherwise be paid as premium to CIGNA HealthCare over the life of the Policy other than as a result of the premium tax savings. Proud National Sponsor of the March ofDimes WalkAmerica°... the Walk that Saves Babies "CIGNA" and "CIGNA HealthCare° refer to various operating subsidiaries of CIGNA Corporation. products and services are provided by these operating subsidiaries and not by CIGNA Corporation. These operating subsidiaries include Connecticut General Life Insurance Company, Tel-Drug, Inc. and its affiliates, CIGNA Behavioral Health, Inc., Intracorp, and HMO or service company subsidiaries of CIGNA Health Corporation and CIGNA Dental Health, Inc. In Arizona, HMO plans are offered by CIGNA HealthCare of Arizona, Inc. In California, HMO plans are offered by CIGNA HealthCare of California, Inc. In Connecticut, HMO plans are offered by CIGNA HealthCare of Connecticut, Inc. In Virginia, HMO plans are offered by CIGNA HealthCare Mid-Atlantic, Inc. In North Carolina, HMO plans are offered by CIGNA HealthCare of North Carolina, Inc. All other medical plans in these states are insured or administered by Connecticut General Life Insurance Company. Item # 26 Attachment number 3 Page 2 of 6 City of Clearwater December 1, 2009 Page 2 1. Descrintion of Minimum Premium as a Part of the Experience-Ratiniz Process All CIGNA HealthCare experience-rated group insurance policies included in your group account will be treated as one experience-rated program. Following the end of a policy year, CIGNA HealthCare will complete an underwriting settlement for that policy period to determine whether there is a margin, a deficit and/or any unused bank account liability on the account. "Deficit" shall mean the excess of claim payments, including changes in reserve liability, premium taxes, claim handling and any administrative expense over premium and premium equivalents (as determined by Connecticut General). "Margin" shall mean any excess of premium over claim payments and premium equivalents (as determined by Connecticut General), changes in reserve liability, premium taxes, claim handling and any administrative expenses. "Unused Bank Account Liability" a/k/a "Bank Account Margin" shall be equal to the maximum yearly claim liability (See Section 3 below) less the total yearly claim payments issued from your Minimum Premium benefit payment account and funded by you. The Deficit for each policy period, in an amount not exceeding 13.13% of the premium and premium equivalents (as determined by Connecticut General) for the policy period, shall carry forward from one policy period to the next and accumulate until such accumulated Deficit is paid, in full. Additionally, Deficits will accumulate interest at an annual rate established by CIGNA HealthCare in accordance with CIGNA HealthCare's standard actuarial and underwriting policies and procedures. To the extent the policy period generates a Deficit or an accumulated Deficit exists, CIGNA HealthCare will look to offset such Deficit by any available Margins. Accordingly, Deficits under any one policy may be offset by Margins under any other experience-rated group insurance policy. To the extent that Deficits cannot be recovered from Margins, if any, on non-Minimum Premium policies, but Unused Bank Account Liability exists on your Minimum Premium policy, you will pay the lesser of: 1) such Deficit; or 2) the Unused Bank Account Liability on your minimum premium policy. Your failure to make the payment set forth above on the next premium due date following our written demand will result in automatic termination of your Minimum Premium Administrative Agreement and of the group insurance policy to which the Minimum Premium Administrative Agreement applies, subject to the grace period provisions of that policy. 2. Formula for Determinin the he Supl2lemental Premium Amount A Supplemental Premium shall be due on each monthly premium due date. Payment of each such Supplemental Premium will be waived contemporaneously by CIGNA HealthCare (the "Waiver") with a subsequent monthly Supplemental Premium becoming due. CIGNA HealthCare may terminate the Waiver under the same circumstances it may terminate the Rider. Upon termination of the Minimum Premium Administrative Agreement, the Supplemental Premium outstanding at termination will be payable on the date of such termination. Item # 26 Attachment number 3 Page 3 of 6 City of Clearwater December 1, 2009 Page 3 The amount of Supplemental Premium due on each monthly premium due date shall be calculated in accordance with the following formula: (a) The sum of the Maximum Monthly Payments, as described in Section 4 below; LESS (b) the total of payments issued from your Minimum Premium account and fundable by you in accordance with the provisions of the Minimum Premium Administrative Agreement; LESS (c) that portion of the Supplemental Premium, if any, which is held by CIGNA HealthCare. The Supplemental Premium formula and any amounts contained therein may be changed by CIGNA HealthCare, as permitted by the Minimum Premium Administrative Agreement, by delivering to you a written notice (the "Notice"), which Notice may be delivered together with a premium rate change/renewal notice, or separately, specifying the new Supplemental Premium amount and the date on which the new Supplemental Premium amount is to become effective. If the Notice is delivered together with a premium rate change/renewal notice, the effective date of the Notice shall coincide with the premium rate change/renewal, unless otherwise stated in the Notice. You must notify CIGNA HealthCare within ten (10) business days of receipt of the Notice if any discrepancy exists with the amount, the terms, or any conditions contained therein. Absent notification within (10) business days of receipt of the Notice, the Notice and all terms contained therein will be deemed accepted by you. The Supplemental Premium due CIGNA HealthCare may be used by CIGNA HealthCare at its discretion for purposes including, but not limited to, the funding of incurred but unreported claims, the expenses of administering such claims, premium taxes, risk charges and the recovery of Deficits. 3. Treatment of Excess Supplemental Premium Payments. In the event that you shall have paid to Connecticut General an amount that is greater than the Supplemental Premium amount required for the then current policy year, Connecticut General shall continue to retain such amount unless you request in writing the return of such excess. Upon termination of the Minimum Premium Administrative Agreement, any such excess shall be credited against the remaining Supplemental Premium amount that you are required to pay to Connecticut General. If no additional amount is required to be paid by you upon termination of the Minimum Premium Administrative Agreement, such excess shall be returned to you. 4. Maximum Monthly Policyholder Claim (Bank Account) Liability Amount The limits on your monthly claim liability shall be the greater of (a) the Maximum Monthly Payment as that term is defined in the Minimum Premium Administrative Agreement or (b) 95% of the Maximum Monthly Payment for the immediately preceding Policy Month. First Year Maximum Monthly Payment Because Plan Benefit Payments issued against the Program Account for the initial twelve month period of coverage are likely to be less than those for subsequent twelve month periods of coverage, you will be obligated to fund your Minimum Premium Benefit Payment Account only up to the percentage of the First Year Maximum Monthly Payment set forth below. This is in addition to the Residual Premium due monthly. This shall not affect the calculation of the Supplemental Premium as set forth above. Beginning with the thirteenth month after your policy is effective you will be obligated to fund your Minimum Premium Benefit Payment Account up to the Maximum Monthly Policyholder Claim Liability Amount. Item # 26 Attachment number 3 Page 4 of 6 City of Clearwater December 1, 2009 Page 4 Maximum Residual Monthly First Year Maximum Premium Policyholder Claim Monthly Policyholder Product (Expenses) Liability Amount Claim Liability Amount OAPIN & CG Pharmacy Plus - Base 7.1% 92.9% 80.3% OAPIN & CG Pharmacy Plus - Co a 7.1% 92.9% 80.4% OAP & CG Pharmacy Plus - POS 7.1% 92.9% 80.4% Costs of Collection If any sums due under the Policy, as amended by the Minimum Premium Administrative Agreement, and/or under this Agreement are not received on the date due, then, in addition to such sums, you will pay CIGNA HealthCare interest at a rate equivalent to the Prime Rate set by the ten largest commercial lending institutions in the United States (as reported in the Wall Street Journal, or, in the event the Wall Street Journal ceases publication, a similar publication) and any and all attorneys' fees and costs which CIGNA HealthCare may incur in connection with the collection of these sums. Effective Date of This Agreement This Agreement shall be effective on January 1, 2010 ("Effective Date"). Any modification of the Policy, the Minimum Premium Administrative Agreement or this Agreement must be evidenced by a writing, signed by an authorized underwriting representative of CIGNA HealthCare, and this Agreement supersedes any prior agreements or representations regarding the subjects set forth in this Agreement. 5. Additional Notices Tax Indemnification Arran4ements While it presently appears that, except in California, CIGNA HealthCare should not be liable for state premium taxes or any other taxes based upon or related to the benefits funded and paid by you through the claim payment bank account pursuant to this plan, the matter is not free from doubt. However, CIGNA HealthCare will administer your plan on the assumption that, except in California, no such tax liability pertains, subject to the following conditions: 1. CIGNA HealthCare reserves the right to respond to requests by governmental agencies for information directly or indirectly relating to its calculation of tax liability or to the remittance or non- remittance of taxes, based upon or related to benefits funded pursuant to the Minimum Premium Program. In making such disclosures, we will not identify you or your plan by name unless required to do so. 2. In the event that the nonpayment of state premium taxes or any other taxes based upon or related to the benefits funded by its customers is challenged by any authority and/or an assessment is levied against CIGNA HealthCare for or on account of any such taxes, CIGNA HealthCare reserves to itself, in its sole and absolute discretion, the options to remit, pay, settle and/or to resist such challenge or assessment in any lawful manner and to whatever extent it deems prudent or appropriate in the circumstances. Item # 26 Attachment number 3 Page 5 of 6 City of Clearwater December 1, 2009 Page 5 3. Upon demand, you will reimburse CIGNA Healthcare for any and all amounts which CIGNA HealthCare is required or elects to remit or pay pursuant to Paragraph 2 above, relating to or arising from benefits funded and paid by you or on behalf of you under your benefit plan, whether such benefits were paid from your funds or from CIGNA HealthCare's funds, and you will indemnify CIGNA HealthCare and hold it harmless from liability from all such amounts, including any interest and penalties assessed by any governmental authority, any amounts paid by CIGNA HealthCare in settlement of any such challenge or assessment, and any and all such amounts which are attributed or apportioned to your plan by CIGNA HealthCare. The terms of this paragraph shall survive the termination of the group insurance policy, the Minimum Premium Administrative Agreement and this Agreement. Although CIGNA HealthCare retains the unencumbered authority and right to determine its response to any challenge of its nonpayment of premium or other taxes related to or based upon benefit plans similar to yours, CIGNA HealthCare will endeavor to keep you informed of any such challenge (and of CIGNA HealthCare's response to it) which could result in a charge back or liability to you under the provisions of this Agreement. Escheat Indemnification Arrangements CIGNA HealthCare's administration of your plan does not include performing obligations, if any, under state escheat or unclaimed property laws. It is your responsibility to determine the extent to which these laws may apply to the plan and to comply with such laws. In addition: 1. CIGNA HealthCare reserves the right to respond to requests by or on behalf of governmental agencies for information directly or indirectly relating to the calculation of escheat or unclaimed property obligations based upon or related to benefits funded pursuant to the Minimum Premium Program. In making such disclosures, we will not identify you or your plan by name unless required to do so. 2. In the event that the non-remittance of abandoned or unclaimed property based upon or related to the benefits funded by its customers is challenged by any authority and/or an assessment is levied against CIGNA HealthCare for or on account of any such property, CIGNA HealthCare reserves to itself, in its sole and absolute discretion, the options to remit, pay, settle and/or to resist such challenge or assessment in any lawful manner and to whatever extent it deems prudent or appropriate in the circumstances. 3. Upon demand, you will reimburse CIGNA HealthCare for any and all amounts which CIGNA HealthCare is required or elects to remit or pay pursuant to Paragraph 2 above, relating to or arising from benefits funded and paid by you or on behalf of you under your benefit plan, whether such benefits were paid from your funds or from CIGNA HealthCare's funds, and you will indemnify CIGNA HealthCare and hold it harmless from liability from all such amounts, including any interest and penalties assessed by or on behalf of any governmental authority, any amounts paid by CIGNA HealthCare in settlement of any such challenge or assessment, and any and all such amounts which are attributed or apportioned to your plan by CIGNA HealthCare. Although CIGNA HealthCare retains the unencumbered authority and right to determine its response to any challenge of its non-remittance of property under escheat or unclaimed property laws related to or based upon benefit plans similar to yours, CIGNA HealthCare will endeavor to keep you informed of any such challenge (and of CIGNA HealthCare's response to it) which could result in a charge back or liability to you under the provisions of this Agreement. The terms of this paragraph shall survive the termination of the group insurance policy, the Minimum Premium Administrative Agreement and this Agreement. Item # 26 Attachment number 3 Page 6 of 6 City of Clearwater December 1, 2009 Page 6 Acceptance If the terms of this Agreement are acceptable to you, please countersign below and return to the undersigned by the Effective Date of this Agreement. Failure to countersign and return this Agreement to the undersigned by said date shall be evidence that the parties hereto have failed to reach an agreement on a material term and may result in no employee benefit coveraeg being provided on or after the Effective Date. Very truly yours, CIGNA HealthCare (insured and administered by Connecticut General Life Insurance Company) By: Name: Dietrich J. Krauland Title: Contractual Agreement Unit Manager DJK/dcm Accepted by: CITY OF CLEARWATER By: Name: Title: Executed this day of , in the year Item # 26 Attachment number 4 Page 1 of 5 Connecticut General Life Insurance Company ADMINISTRATIVE AGREEMENT For POLICYHOLDER: City of Clearwater ACCOUNT NUMBER: 3331468 POLICY NUMBER(S): BASE, COPAY, NBASE, NCPAY, NPOS, POS EFFECTIVE DATE OF RIDER: January 1, 2010 ISSUE DATE OF RIDER: December 1, 2009 The following definitions apple to this Agreement: a. "Plan" means the plan established by the Policyholder for a certain Class of Employees. b. "Plan Benefits" means the Benefits in the Plan that are listed below for each Class of Employees. Rates For Employee For Dependent Class of Employees Benefit Insurance Insurance Each Employee All Benefits A Rate or Rates as established by written agreement between the Policyholder and the Insurance Company. C. "Police Month" means the period starting on a monthly Premium Due Date and ending on the day before the next monthlv Premium Due Date; except that the first Police Month starts on January 1, 2010 and the last Police Month ends on the day this Agreement terminates. d. "Monthlv Amount" for each Class of Emplovees for each Benefit means the amount for any Policy Month that equals the number of Employees in that class multiplied by its Rate per Employee for that Police Month for that Benefit. If the Plan Benefits covered by this Agreement include Short Term Disability, then the "Monthly Amount" for each Class of Employees for each Short Term Disability Benefit means the amount for any Police Month that equals the total Weekly Benefit in force on that date multiplied by the Monthly Rate per $10.00 of Weekly Benefit for that Policy Month for that Benefit. e. "Police Year" means the period starting on a policy Anniversary Date and ending on the day before the next police Anniversary Date; except that the first Policy Year starts on January 1, 2010 and the last Police Year ends on the day this Agreement terminates. GM5810 1 ItemF# 26 Attachment number 4 Page 2 of 5 Connecticut General Life Insurance Company f. "Maximum Monthlv Pavment" for each Policy Month means the sum, for that Police Month, of the Monthly Amount for each Class of Employees for each Benefit listed in item 1. b. g. "Maximum Yearly Payment" for each Police Year means the sum of the Maximum Monthly Payments for each Policy Month in that Policy Year. h. "Benefit Payment Account" means the bank account of the Policyholder from which Plan Benefit payments for which he is liable are made. 2. The Policyholder is liable each Police Month for payment of all Plan Benefits up to the sum of: a. the greater of: (i) the Maximum Monthly Payment for that month, or (ii) 95% of the Maximum Monthly Payment for the preceding Policy Month; and b. any excess of: (i) the sum of the Maximum Monthly Payments for each preceding Policy Month of the current Police Year; over (ii) the sum of the Plan Benefits paid by the Policyholder in such Police Months. 3. The Insurance Company, acting for the Policyholder will: a. determine the amount of any Plan Benefits that an Employee may be entitled to under item (2) above; b. pay all Plan Benefits so determined; and c. defend any action brought in connection with any claim for Plan Benefits so determined and make such settlement as it deems appropriate. 4. The Insurance Company will perform its duties as agent for the Policvholder with reasonable care and diligence and will be liable for any action not taken in good faith. The Policyholder will not sustain any loss with respect to this Agreement because of the dishonest, fraudulent or criminal acts of any employee of the Insurance Company. 5. During any Police Month the Insurance Company is obligated to pay all Plan Benefits that exceed the Plan Benefits the Policyholder has to pay during that Police Month. 6. The Insurance Company will determine the amount of anv Plan Benefits which an Employee may be entitled to under item (5) above. It will defend any action brought in connection with any claim for Plan Benefits so determined and make such settlement as it deems appropriate. GM5810 2 ItemF# 26 Attachment number 4 Page 3 of 5 Connecticut General Life Insurance Company The Policyholder will carry out his obligation to pay Plan Benefits as described in item (2) above by providing sufficient funds in the Benefits Payment Account to pay from it all benefits payable by him under the Plan in a timely manner. An Employee making a claim for Plan Benefits shall submit such claim to the Insurance Company, subject to the police requirements relating to Notice of Claim and Proofs of Loss. When anv claim for Plan Benefits has been approved, the Insurance Company will determine if such claim or any part of it is an obligation of the Policyholder or of the Insurance Company. Payment of such claim will be made in accordance with this determination which, where made in good faith, will be binding on the Insurance Company and the Policyholder. 10. If any payment is approved in relation to a contested claim, the Insurance Company will determine, based on the date payment is actually made, if such payment or any part of it is an obligation of the Policyholder or of the Insurance Company. Benefit payments made in accordance with the terms of any judgement or settlement will be deemed benefits paid to Employees under the Plan for the month in which such judo ent or settlement is satisfied. 11. The obligations of the Insurance Company and the Policyholder under this Agreement will be mutually exclusive and neither party will be liable for the obligations of the other. 12. The Monthly Premium Rate in the police will not apple to any Class of Employees and Benefits affected by this Agreement. Instead, the following will be used: A Rate or Rates as established by written agreement between the Policyholder and the Insurance Company. When included in Plan Benefits, the following are not affected by this Rider; the Mond-Av Premium Rate in the policy will continue to apple to these benefits: the Experience Protection Benefit, the Family Security Benefit, guaranteed cost behavioral care (including Medical Benefits for Mental Illness and for Alcohol and Drug Abuse) and coverage for persons age 65 or older for whom Medicare is the primary payer. 13. In addition to the premium determined in accordance with item (12) above, a Supplemental Premium will be due on each Monthly Premium Due Date. Payment of such Supplemental Premium will be waived contemporaneously with a subsequent Monthly Supplemental Premium becoming due. The Supplemental Premium outstanding at termination of this Agreement will be payable on the date of such termination. The amount of the Supplemental Premium will be determined by use of a formula agreed upon by the Insurance Company and the Policyholder. In no event will the Supplemental Premium be greater than the amount which the Insurance Company would have accrued in accordance with its normal underwriting practices but for this Agreement for both reserves and for premium taxes and expenses associated with claim payments issued after this Agreement terminates. GM5810 3 FL V-5 & 3a FI tc?,M(# 26 Attachment number 4 Page 4 of 5 Connecticut General Life Insurance Company 14. The Insurance Company has the right to change the Monthly Premium Rate, the Supplemental Premium, the Monthly Amount, and the Maximum Monthly Payment as of. (a) any police Anniversary Date; (b) the date of any change in the Plan; (c) except for the Supplemental Premium, the date this Agreement terminates; and (d) at such other times as are provided for in the police. 15. This Agreement will automatically terminate on the earliest date below: a. the date the Plan ends; b. the close of the third consecutive business day during which the Policyholder has failed to provide sufficient funds in the Benefit Payment Account to pay Plan Benefits as they arise. (For the purposes of this item, the close of business on any day will occur at any time when deposits made to the Benefit Payment Account on that day will be credited to it as of the next business day by the bank in which the Benefit Payment Account is maintained.); C. the date the policy terminates. In any case this Agreement may be terminated by: (a) the Policyholder, on anv Premium Due Date, if he gives written notice in advance of that date to the Insurance Company; and (b) the Insurance Company, at any time, if it gives the Policyholder 31 days' advance notice. 16. When this Agreement terminates, the sum of (a), (b) and (c) below will be due and payable without delay by the Pohcvholder to the Insurance Company: a. all unpaid monthly premiums; b. the Supplemental Premium; and c. any excess of: (i) the sum of the Maximum Monthly Payments for each of the Policy Months in the last Police Year, over (ii) the sum of: (a) all Plan Benefits the Policyholder has paid for such Police Year; and (b) all Plan Benefits not yet paid at the time of such termination which the Policyholder must pay under the terms of this Agreement for such Police Year. GM5810 4 Item .26 Attachment number 4 Page 5 of 5 Connecticut General Life Insurance Company 17. When this Agreement terminates, the Policyholder will be responsible for the payment of all Plan Benefits for which checks were issued on the Benefit Payment Account before this Agreement terminated, but not for payment of any other Plan Benefits under this Agreement after its termination CONNECTICUT GENERAL LIFE INSURANCE COMPANY Assistant 'r;e?, rr?l 71?r. GN15810 5 Item .26 Attachment number 5 Page 1 of 2 RESOLUTION NO. 09-54 A RESOLUTION OF THE CITY OF CLEARWATER AUTHORIZING EXECUTION OF A CORPORATE RESOLUTION FOR BANKING FORM AND AUTHORIZING ESTABLISHMENT OF A DEMAND DEPOSIT BANKING ACCOUNT UNDER A MINIMUM PREMIUM FUNDING ARRANGEMENT FOR THE CONTRACT PERIOD OF JANUARY 1, 2010 TO DECEMBER 31, 2011, IN ORDER TO IMPLEMENT THE CONTRACT WITH CIGNA HEALTHCARE FOR EMPLOYEE AND DEPENDENT MEDICAL INSURANCE; PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Clearwater is continuing its contract for the provision of employee and dependent medical insurance with CIGNA Healthcare under a rider to the previous contract; and WHEREAS, it is necessary under a new funding arrangement to open a demand deposit banking account containing an initial amount, to be replenished weekly following deduction of medical claim costs, and this requires execution of a Corporate Resolution for Banking Form and the establishment of said account; now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CLEARWATER, FLORIDA: Section 1. That the City of Clearwater hereby approves execution of the Corporate Resolution for Banking Form attached as Exhibit "A" and authorizes the appropriate City officials to establish a demand deposit banking account with an imprest amount of $241,000.00 under a minimum premium funding arrangement at an appropriate banking institution for the contract period of January 1, 2010 through December 31, 2011 for purposes of funding the CIGNA employee and dependent medical insurance contract. Section 2. This resolution shall take effect immediately upon adoption. Resolutitte 9426 Attachment number 5 Page 2 of 2 PASSED AND ADOPTED this day of December, 2009. CITY OF CLEARWATER, FLORIDA By: Approved as to form: Leslie K. Dougall-Sides Assistant City Attorney Attest: Frank V. Hibbard Mayor Cynthia E. Goudeau City Clerk 2 Resolution 09-53 Item # 26 ?- Meeting Date: 12/17/2009 City Council Agenda Council Chambers - City Hall SUBJECT / RECOMMENDATION: Approve petitioning the State to authorize the installation of three shallow-draft jetty light buoys adjacent to the Clearwater Pass Jetty at a cost of approximately $6,000, funded from the General Fund reserves and adopt Resolution 09-47. SUMMARY: Several Clearwater citizens have requested lighting the jetty at Clearwater Pass. Three 14-inch buoys, with quick flashing white lights, will cost approximately $1,500. Installation of the three buoys is estimated to be between $4,000 and $4,500. For a total estimated cost for lighting the jetty of between $5,500 to $6,000. The project will be funded in the Non-Departmental program with the allocation of $6,000 of General Fund reserves at first quarter. The funding code will be: 0-010-07000-552500-519-000-0000. A copy of the resolution will be forwarded to the State, together with such other paperwork or applications as may be necessary. Type: Other Current Year Budget?: Yes Budget Adjustment: Yes Budget Adjustment Comments: Allocation from General Fund reserves at first quarter. Current Year Cost: $6,000 Annual Operating Cost: Not to Exceed: $6,000 Total Cost: $6,000 For Fiscal Year: 2009 to 2010 Appropriation Code Amount Appropriation Comment 0-010-07000-552500-519-000- $6,000 0000 Review 1) Financial Services 2) Financial Services 3) Office of Management and Budget 4) Legal 5) Clerk 6) Assistant City Approval: Manager ED 7) Clerk 8) City Manager 9) Clerk Cover Memo Item # 27 Attachment number 1 Page 1 of 1 RESOLUTION NO. 09-47 A RESOLUTION OF THE CITY OF CLEARWATER, FLORIDA REQUESTING THE STATE OF FLORIDA TO AUTHORIZE THE INSTALLATION OF THREE SHALLOW- DRAFT JETTY LIGHT BUOYS ADJACENT TO THE CLEARWATER PASS JETTY; PROVIDING AN EFFECTIVE DATE. WHEREAS, the City desires that the safety of residents and visitors be protected while boating in said area; and WHEREAS, the City foresees the increase in the number of boaters with the completion of the Downtown Boat Slips; and WHEREAS, Florida Statute empowers the State to approve the adoption of ordinances for vessel traffic safety or public safety purpose; BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CLEARWATER, FLORIDA: Section 1. That the City Council of the City of Clearwater, Florida, does hereby petition the State to approve the installation of three shallow-draft quick flashing white light jetty buoys adjacent to the Clearwater Pass Jetty. Section 2. That a copy of this Resolution will be forwarded to the State, together with such other paperwork or applications as may be necessary. Section 3. This resolution shall take effect immediately upon adoption. PASSED AND ADOPTED this day of , 2009. Frank Hibbard Mayor Approved as to form: Camilo Soto Assistant City Attorney Attest: Cynthia E. Goudeau City Clerk Item # 27 Resolution No. 09-47 f1 r ?. ? a 1 1M ? Y, a. iN FJ ?*T R F 1 ,I 4 ?yE6y ? ?? F F i G City Council Agenda Council Chambers - City Hall SUBJECT / RECOMMENDATION: Appoint a Complete Count Committee to assist in the 2010 Census and Pass Resolution 09-51. SUMMARY: Meeting Date: 12/17/2009 On November 4, 2009, the City of Clearwater became a 2010 Census Partner. As a partner, the City agrees to help fulfill the mission of the 2010 Census, which is to achieve 100% participation. This is accomplished with outreach activities, distribution of information through various media, use of City facilities, and formation of a Complete Count Committee. The purpose of the Complete Count Committee is to increase awareness about the Census, motivate residents in the City to respond, and to ultimately attain 100% participation in the 2010 Census. The Committee will be responsible for promotion and education of City residents regarding the importance of a complete count, since the census determines the allocation of over $400 billion dollars of federal funding each year for infrastructure and services throughout the country. Exhibit A to Resolution 09-51 that includes the names of the committee members will be provided by December 11, 2009. Review Approval: 1) Legal 2) Clerk 3) Assistant City Manager 4) Clerk 5) City Manager 6) Clerk Cover Memo Item # 28 Attachment number 1 Page 1 of 2 RESOLUTION NO. 09-51 A RESOLUTION OF THE CITY OF CLEARWATER, FLORIDA, APPOINTING THE COMPLETE COUNT COMMITTEE FOR THE 2010 CENSUS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the next Decennial Census will be taken in the year 2010; and WHEREAS political representation to the United States House of Representatives, State Legislatures and local governments is determined by the Decennial Census; and WHEREAS the City of Clearwater City Council recognizes the equal importance of each resident to participate in the 2010 Census count; and WHEREAS, the City of Clearwater City Council has agreed to be one of the 39,000 government entities in partnership with the U.S. Census Bureau; and WHEREAS, the City of Clearwater City Council understands that its primary role in this partnership is to formulate a Complete Count Committee that includes leaders from throughout the city that represent government, education, media, faith- based/religion, community-based organizations, and business; and WHEREAS, the role of the Complete Count Committee is to bridge all gaps between the community and the Census Bureau on geographic matters, outreach activities, and information centers; and to form a cross denominational coalition for the dissemination of Census information; and to create awareness programs to coalesce with educational institutions; and to inform, motivate, and educate the City's residents in the necessity and importance of their rapid response, and 100% participation in the 2010 Census; and WHEREAS, the City of Clearwater desires to establish, for the 2010 Census, the Complete Count Committee to encourage all residents of the City to participate in the constitutionally mandated census and to plan and implement local outreach efforts to help ensure an accurate and complete count in the City for the 2010 Census; now therefore, BE IT RESOLVED by the City Council of the City of Clearwater, Florida: Section 1. The Complete Count Committee for the 2010 Census is established and consists of the members as shown in Exhibit A. Section 2. The Complete Count Committee shall terminate on June 30, 2010. ResoluticlA@04 8 Attachment number 1 Page 2 of 2 Section 3. This resolution shall take effect immediately upon adoption. PASSED AND ADOPTED this day of , 2009. Frank V. Hibbard Mayor Approved as to form: Leslie K. Dougall-Sides Assistant City Attorney Attest: Cynthia E. Goudeau City Clerk ResoluticlA@04 8 Attachment number 2 Page 1 of 1 a) E E O U C 7 O U a) a) Q E O U O r1 O N 7 C a) U o O `? m U m E U a) - Q ? ? s ? E Ln Q O U Q E 76 C M O V C p N `0 00 N U - p a C a) > O U C L N ar U 0 24 °U' ° ° ° U °' °' O v 3 ° ° o • o F > M M L s L U U 0 = N = a) +' M O U '? 7 7 c6 c6 c6 ? 0_ c6 c6 W L U c6 c6 0 to CL a ) s Q I V V V cc C C I V V U tap d i V V z > > > a) >, L >, -r- ? s > = < E E E U W E a) E u z o u to E E O L > E a) a) a) L O a) l a) a) a) +? a) C Q a) a) o f E s E 3 + + a) 4, U > E _ U U o (1) Q U Q Q Q Q M Q 0 ) 0 a W a) Q Q O +1 N (6 - ' N a) Ll U U • > a) Q a) U • a) w i E N O i N O C C C U a) N C s C C (6 C (6 L L E C C U f6 > C1O a) N a) N a) N U E a) N +, a) N a L 7 a, a O > E a) N a) N a) !6 N . - ±' ? ; 0 ? 0 U L ? O O D U U U U 4- N S U (? U S (? > S m (? U U U V 'i 0 O O t O Ln 1, N M M Ln m N M N N N N N ri ri 00 U • •U • U • U • U • U • U • U • U •U •U • U U • U • U • • U U • L L L L L L L L L L L L L L L L L Z N N N N N N N N N N N N N N N N N 0 0 0 0 0 0 0 N 4- C ? a) Q L n a) s vi 0 w O Y L 'L a) C 00 m L > O U Q J Q Q a) ? Ln - a) -0 L: Ln > +; 4, c ? p s m • 3 0 Q > V) U aj a) a) L qp s O (1) •? C •> (6 CO O L a) S +, L yI a) - a) > m E C O C C a j C Z Co (6 Z Z (n (n Q J N C7 D r- N l0 0, m Ln o l0 Ln LL. 00 110 U - O 00 :1- M N rl rn :I- N N 110 c-1 N O Ln c-1 O 0) r-1 M O M M c-1 M c-1 N O 1l c-1 -:I- c-1 O O N 0) ri Ln N ri m ri ri N w ri l0 ri ri Rt r- ri a) N ? 76 N i N _ O N E a) N N M z > O a) N O a) > L a) C U- N C O (7 00 U 4- C > CL O 4 >> L LL -r- 1 O C a) a) J a) 0 C 0 C o + a) C7 L S a) J ( 6 i (6 L O D >` L a) > oo C s a) CL a) c6 •N LO i6 c6 a) c6 a) O M FU O m Y (7 Z w - V) m > a cn LL = Y Y 0 Item # 28 Meeting Date: 12/17/2009 City Council Agenda Council Chambers - City Hall SUBJECT / RECOMMENDATION: Approve a donation to the Clearwater Homeless Intervention Project, Inc. (CHIP) for funding of its 2009-2010 operation in the amount of $370,000. SUMMARY: The Clearwater Homeless Intervention Project Shelter opened in April 1998, and since that date has provided a safe overnight facility for homeless persons and essential support services to help individuals and families begin to improve their lives. In CHIP's continuum of care, there are currently three programs offered: Outreach and Assessment through the Day Center component; Emergency Housing in the Shelter Services; and Transitional Housing at the Parkbrooke Apartment Complex. In previous years, the City of Clearwater has donated $100,000 to CHIP. The Police Department requests that the City continue their contribution to CHIP, which will be applied toward needed operational funding essential to the CHIP shelter's successful operation. The City Council approved adding $100,000 to the police budget, for this purpose during the fiscal year 2009- 2010 budget preparation meetings. Additionally, since fiscal year 2003-2004, the legislature of the State of Florida has afforded CHIP $270,000 in recurring funds out of general revenue that were passed through the Department of Children and Families. The $270,000 in State of Florida general revenue funding was discontinued in the current fiscal year. The loss of said funding will require that CHIP terminate its daytime outreach program (currently serving 100-150 persons per day), and will allow CHIP to continue only its shelter program through September 30, 2010 at which time it will cease operations as a 501(c)(3) organization. The Police Department is seeking authorization to use $270,000 from its Contraband Forfeiture Funds as a donation to CHIP in compliance with Florida Statute 932.7055(5)(c) Funding for this donation in the amount of $270,000 is available in special program project 181-99331, and the remaining $100,000 is available in special program project 181-99274. Type: Other Current Year Budget?: Yes Budget Adjustment Comments: Current Year Cost: $370,000.00 Not to Exceed: For Fiscal Year: 2009 to 2010 Budget Adjustment: None Annual Operating Cost: Total Cost: $370,000.00 Appropriation Code Amount Appropriation Comment 181-99331 $270,000.00 FL Statute 932.7055(5)(c) compliance Cover Memo 181-99274 $100,000.00 Approved for Budget 2009-2010 Review 1) Financial Services 2) Office of Management and Budget 3) Clerk 4) Assistant City ManagelJ lgk2M City Approval: Manager 7) Clerk City Council Agenda Council Chambers - City Hall Meeting Date: 12/17/2009 SUBJECT / RECOMMENDATION: Rescind the October 22, 2009, award of construction contract for Bayfront Upland Improvements to BRW Contracting, Inc. and award Construction contract for the Bayfront Upland Improvements Project (07-0045-MA) to Caladesi Construction, in the amount of $515,314.57 and authorize appropriate officials to execute same. SUMMARY: This project was previously awarded to BRW Contracting Inc., at the October 22, 2009 Council Meeting. BRW has been unresponsive and failed to meet contract requirements. As a result, the second low bidder (Caladesi Construction) was offered the project. This project consists of upland improvements in support of the Downtown Boat Slips & Promenade projects. The Marine and Aviation, Parks and Recreation and Parking Systems departments will be responsible for the operation and maintenance of these improvements. Key elements include upgrades to the existing bayfront parking lots, and the addition of crosswalk, drop off lanes and medians along Drew Street. This award does not include the $27,500 alternate bid which was included in the original contract award. Design of the paver compass feature is being refined and will be issued as a future change order at a cost not to exceed $27,500. The base bid difference between Caladesi Construction and the original low bidder is $59,304.91. The cost increase is still within the original project budget. Sufficient funding is available in the following Capital Improvement Program projects: 0315-93405, Downtown Boat Slips $462,754.81, 0315-92630, Parking Lot Resurfacing $30,593.86 and 0315-96236, Parking Lot Improvements $21,965.90 for total funding in the amount of $515,314.57. Type: Capital expenditure Current Year Budget?: No Budget Adjustment: Yes Budget Adjustment Comme nts: See summary Current Year Cost: $515,314.57 Annual Operating Cost: Not to Exceed: $515,314.57 Total Cost: $515,314.57 For Fiscal Year: 2009 to 2010 Appropriation Code Amount Appropriation Comment 0315-93405-563700-575-000- 462,754.81 0000 0315-92630-563500-545-000- 30,593.86 0000 0315-92636-563500-545-000- 21,965.90 0000 Cover Memo Item # 30 Bid Required?: Yes Bid Number: 07-0045- MA Other Bid / Contract: Bid Exceptions: None Review 1) Financial Services 2) Office of Management and Budget 3) Engineering 4) Financial Services 5) Office of Management Approval: and Budget 6) Legal 7) Clerk 8) Assistant City Manager 9) Clerk 10) City Manager 11) Clerk Cover Memo Item # 30 fiber 1 fiber 1 nber 1 Attachment number 2 Page 1 of 1 ,. R),] C rl r,: Box 4 74 'I Frra?rt?,a =" v 4, ELP,I S6:rO1+I,. i°e€ ELl, l`, O CM-M''?7:'..,! r€:J1._'`;;E L+:7ru1).c 337 56 72- ENII[Nt"t•RING DFi ' ltrNuxv No%,, 3 € l w r 20, 2009 B = frtc. tta LL? 2 522 1 m: -it l L end 'L es, : '. Rc. 1 l€i.; t5[i _ i° P, T s. lan enship: '. be d Fd your bid for 0 ? v- referenced prrj? 6 j]Ie as of the date oft1,i leacr Jue t.) 1 "R"W"s failure to npletely to thy. ILL' d :r ; ..Lr?rrts of the bid deg for the b.,v+. L< <;:?ence project. c ?c v. v ou hv-,, -c: t? °.he executed contracts (.:1 your required 3,o) ds in the timefr e As per ou ° i, u ] 0,;rted t ? 23, 2009 1 7 ,r v ;l-; required t subs the executed o,..f?, . ,.::. within v.. ; (7 Furtherrr ?,€..:, Section ]l -)f , ect1o ; ,id ea:7mr . states, "I the successful d Er. t Te agreem: iit ',-Yi :l €(€)i"c'Ei '-rdnds rtllrrr fair 10 f ays IV4`rl]a d alb'&le1ty C3L38Yk+'re C'it Li "€a` Laid and the bid security of the bide-cr will be fok If you €.: guesttr+rr,, r l ?'ree to writ . (727) -52-4760. Very truly yours, PM I,lae cc: Michaci FE, Engineering Director C r,iil: S _'Lo A ;mi,t Ar !n'r -,r 1, i;+ n h'' Jrj--?.? Aviatlcm Item # 30 Q caer-BRW Cova'racking I I-1 i'o4 Attachment number 3 Page 1 of 1 W Z W A W Z O O O Z Z Z O ?J Q Q Z w Q a Q w A O O N N N Q Q W 9A W O O N O M W W A Z A Z Q A A In pp O l? O? O .-? [? O? ? Kj O N \G O l?j ? ? N Z Z O Z Z M Z l f? ? l !') M l f? M l f? ? O O M o k Q O a A i i a C Z Z Q Q ? W ? x ?i O ? a Z ? iZi ? a Q W W C) C) ? O ? J? % Z Z Q A A Q ? O Z W ? Q ? ? ? Z Z Q I? ? ? a ? O A A Q Q A .-? N M ? In \O l? GO O? ? ? ? ? a q ? ? N M Item # 30 SUBJECT / RECOMMENDATION: Approve a City Contract For Sale of Real Property with Silver Dollar Shooters Resort, L.L.C., a Delaware limited liability company, to sell 18.18 acres, more or less, and subject to closing said transaction, grant and convey a 25-foot Access Easement containing 0.545 acres, more or less, abutting a platted 15 foot right-of-way, all lying and being situate in the Southeast 1/4 of Section 19, Township 27 South, Range 17 East, Hillsborough County, Florida, for $240,000 net, less costs of recording corrective instruments, and authorize appropriate officials to execute same, together with all attachments thereto and all other instruments required to effect closing and adopt Resolution 09-55. SUMMARY: Silver Dollar Shooters Resort has an active lease for the subject property until February 13, 2010 which provides for the Right of First Refusal to Purchase should the City declare the property surplus and issue an invitation for bid. On September 17, 2009, Council declared the subject lands as surplus real property and authorized issuance of Invitation For Bid 23-09 to solicit market interest in the lands at the minimum net bid of $240,000 as determined by appraisal performed May 22, 2009. Bid was issued on September 21, 2009. Silver Dollar Shooters Resort then exercised its Right of First Refusal during the bid period, matching the required market value amount. No other bids were received at Bid opening on October 21, 2009. Silver Dollar submitted a company check to the City in the full amount of the market value/purchase price with its unconditional offer for purchase. The check has been deposited in a non-interest bearing City escrow account pending closing of the proposed transaction. The prospective purchaser is also a current lessee of the surplus 18.18 parcel that is presently used as a portion of the Silver Dollar Trap Club shooting facility and is improved with three of the club's shooting stands. The Lease Termination, Release and Indemnity Agreement appended to the Contract as Exhibit B has been drafted by the City's environmental legal consultant for the express purpose of severing the City from any environmental and all other liability for the subject lands. The Agreement further obligates the prospective purchaser, its parent corporation and related legal entities, to release and indemnify the City from any and all claims, past, present or future any of the parties ever having shared the leasehold interest may have. The contract, among its provisions, provides the purchaser is acquiring the property "as is," and requires the transaction to be closed within 30 days of Council acceptance and approval, but may be conditionally extended an additional 30 days, in which event provisions of the existing lease will extend concurrently. Adoption of Resolution 09-55 provides for the above described grant of easement, the sale and transfer of property as described in the Contract, and establishes an effective date. City Council Agenda Council Chambers - City Hall Meeting Date: 12/17/2009 Following reimbursement of expenditures of $1744 for the property appraisal and as yet not fully invoiced expenses for outside legal counsel to Public Utilities Administration fund 530100, the balance of the sale proceeds will be recognized in revenue code 421-00000-364220, Surplus Land Sales. Type: Current Year Budget?: Other None Budget Adjustment: None Cover Memo Budget Adjustment Comments: Current Year Cost: Item # 31 Annual Operating Cost: Not to Exceed: For Fiscal Year: to Total Cost: Review Approval: 1) Legal 2) Clerk 3) Assistant City Manager 4) Clerk 5) City Manager 6) Clerk Cover Memo Item # 31 Attachment number 1 Page 1 of 25 CONTRACT FOR SALE OF REAL PROPERTY BY THE CITY OF CLEARWATER, FLORIDA PARTIES: The CITY OF CLEARWATER, FLORIDA, a Municipal Corporation of the State of Florida (herein "Seller" or "City"), P. 0. Box 4748, Clearwater, Florida 33758-4748, ATTENTION: City Manager, Phone: (727) 562-4050, and SILVER DOLLAR SHOOTERS RESORT, L.L.C, a Delaware limited liability company having its primary business address at Two North Riverside Plaza, Suite 800, Chicago, Illinois 60606 (herein 'Buyer"), Phone: (312) 279-1652, (collectively "Parties"), hereby agree that the Seller shall sell and Buyer shall buy the following real property ("Real Property") upon the following terms and conditions. THE "EFFECTIVE DATE" OF THIS CONTRACT IS THE DATE OF EXECUTION BY DULY AUTHORIZED CITY OFFICIALS. TIME IS OF THE ESSENCE IN THIS CONTRACT. Time periods of 5 days or less shall be computed without including Saturday, Sunday, or national legal holidays and any time period ending on a Saturday, Sunday or national legal holiday shall be extended until 5:00 P.M. of the next business day. 1. PROPERTY DESCRIPTION Part of the Southeast 1/4 of Section 19, Township 27 South, Range 17 East, Hillsborough County, Florida, said part being more particularly described as follows: Commence at the Southeast corner of said Section 19, Then S89°24'37" West, 1479.66 feet along the South Boundary of the aforesaid Southeast '/4 of Section 19 to the POINT OF BEGINNING; thence continue S89°24'37" West, 300.00 feet along the South Boundary of the aforesaid Southeast 1/4; thence N00°01'00" East, 2638.35 feet; thence N89°24'37" East, 300.00 feet; thence S00°01'00" West, 2639.35 feet to the POINT OF BEGINNING. Containing 18.18 Acres, more or less TOGETHER WITH a 25' Access Easement abutting platted 15' right of way, being a portion of the Northeast'/4 of Section 19, Township 27 South, Range 17 East, Hillsborough County, Florida, preliminarily and subject to field survey, being more particularly described as follows: Commence at the Southwest corner of the Northeast '/4 of the aforesaid Northeast '/4 of Section 19, run thence East 155.00 feet, more or less, to the Southwest corner of Tract 13, KEYSTONE PARK COLONY, according to the map or plat thereof as recorded in Plat Book 5, Page 55, Public Records of Hillsborough County, Florida; thence N02°40'05" East, 15.00 feet to the POINT OF BEGINNING; thence continue N02°40'50" East, 25.00 feet; thence East 950.00 feet, more or less; then S02°40'50" West, 25.00 feet to the north boundary of a 15 foot platted right-of-way along the south boundary of Tracts 13 and 14, KEYSTONE PARK COLONY, thence West 950.00 feet, more or less, along said right-of-way to the POINT OF BEGINNING. Containing 23,750 Sq. Ft. (0.545 Ac.), more or less. STREET ADDRESS (City]State/Zip): None - Unimproved Land, Odessa, Florida 33556 Item # 31 Attachment number 1 Page 2 of 25 2. FULL PURCHASE PRICE ("Purchase Price") .......................................................$ 240,000.00 3. MANNER OF PAYMENT Subject to any prorations and adjustments described in this Contract, Buyer agrees to pay the Purchase Price to Seller and has deposited with Seller, Buyer's check No. 945736 dated 10/1412009 in the sum of $240,000.00 issued by Equity Lifestyle Properties, Inc. Seller has deposited the proceeds of said check through it's standard escrow procedure, into non-interest bearing Escrow Account # 0650-00000-220790- 000-000-0000, in the name of Equity Life Style Properties (the "Deposit") and the Deposit shall be held in escrow pending closing and credited against the Purchase Price at closing. 4. TIME FOR ACCEPTANCE Following execution of this contract by Buyer, the price, terms and conditions as contained herein shall remain unchanged and be held unconditionally open until such time as the contract is brought forward to the Clearwater City Council for review and vote. Earl Barrett, Real Estate Services Manager of the City of Clearwater, shall submit this Agreement to the Council for acceptance and approval, or rejection, at the next regularly scheduled Council meeting following receipt of all related documents executed by Buyer. If the Council approves this Agreement, it will be executed by duly authorized City officials as soon thereafter as reasonably possible. Buyer shall be notified in writing within 5 days of such action and the closing shall occur within thirty (30) days thereafter. If the Council does not approve the form of this Agreement, Buyer shall be notified in writing within 6 days of such action and, in such notice, the City shall communicate Council direction and subsequently carry out such direction. 5. TITLE Seller shall convey marketable title to the Property by Special Warranty Deed, subject only to (1) the matters set forth in the Title Commitment (as hereinafter defined), as marked, and (ii) any matters caused or created by Buyer or its predecessors in interest to that certain Lease currently existing between the parties hereto. 6. TITLE EVIDENCE Buyer has obtained, at Buyer expense, a title insurance commitment (the "Title Commitment") issued by First American Title Insurance Company, which is attached hereto as Exhibit "A" and incorporated herein. The Title Commitment describes the state of title of the Real Property. Seller shall convey a marketable title subject only to the matters set forth in the Title Commitment, as marked. Marketable title shall be determined according to applicable Title Standards adopted by The Florida Bar and in accordance with law. 7. CERTAIN RIGHTS RESERVED As required by Section 270.11, Florida Statutes, the Seller reserves unto itself and its successors an undivided three-fourths (314) interest in, and title in and to an undivided three-fourths (314) interest in, all the phosphate, minerals, and metals that are or may be in, on or under the real property described herein, and an undivided one-half (112) interest in all the petroleum that is or may be in, on, or under said property with the privilege to mine and develop the same. If the real property-being conveyed hereunder is less than 20 contiguous acres is resent/ developed and/or there exists future development plans, and there is little likelihood of the presence of an of the minerals or petroleum contemplated b Section 270.11 Florida Statutes in all such instances the City expressly releases the above described ri hts. Bu er's petition for such release is evidenced by execution of this contract. 2 Item # 31 Attachment number 1 Page 3 of 25 8. SURVEY Buyer, at Buyer's expense, within time allowed to deliver evidence of title and to examine same, may have Real Property surveyed and certified to the Buyer, Seller and closing agent by a registered Florida land surveyor. If survey shows any encroachment on the Property, or that improvements located on the Real Property encroach on setback lines, easements, lands of others, or violate any restrictions, contract covenants or applicable governmental regulation, the same shall constitute a Title Defect. NOTICE: Parcel is located within Special Flood Hazard Areas "AE" and "C", with the majority in the former, Community Flood Map Panel #12057CO160H (0812812008) 9. CLOSING PLACE AND DATE This transaction shall be closed in the offices of First American Title Insurance Company within thirty (30) days following Seller's notice that the Council has approved this Agreement as provided in Section 4, unless extended by other provisions of this Agreement. If either party is unable to comply with any provision of this contract within the time allowed, and be prepared to close as set forth above, after making ail reasonable and diligent efforts to comply, then upon giving written notice to the other party, time of closing may be extended up to 30 days without effect upon any other term, covenant or condition contained in this contract; provided, however, that if closing is extended beyond February 13, 2010, Seller and Buyer agree extend the expiration date of the term of the Amended Lease (on the existing terms of such lease) until the closing up to the maximum timeframe permitted for closing as provided for in this paragraph or as otherwise agreed to by the parties in writing. 10. CLOSING DOCUMENTS Seller shall furnish deed, bill of sale, mechanic's lien affidavit, assignments of leases, corrective instruments as applicable to this transaction, and other documents reasonably requested by First American Title Insurance Company in order for it to issue an ALTA owner's policy of title insurance to Buyer, showing title to the Property vested in Buyer or its assignee, subject only to the encumbrances described in Section 5. Buyer shall furnish closing statement. At closing and as a condition of closing, Buyer and Seller shall execute the Lease Termination, Release and Indemnity Agreement attached hereto as "Exhibit "B". 11. CLOSING EXPENSES Recordation of the deed in Hillsborough County, Florida, and Documentary stamps on the deed, unless this transaction is exempt under Chapter 201.24, Florida Statutes, shall be paid by the Buyer. Seller shall pay the costs of recording any corrective instruments. 12. PROBATIONS: CREDITS If there should exist any taxes, assessments, rent and other revenue specific to the Property, all of such expenses and revenue shall be prorated through the day before closing. If the amount of taxes and assessments for the current year cannot be ascertained, rates for the previous year shall be used with due allowance being made for improvements and exemptions. Any deposits held by Seller in trust for third parties in occupancy of the Property shall be credited to Buyer at time of closing. Assessments for any improvements that are substantially complete at time of closing shall be paid in full by Seller_ 13. PROPERTY CONDITION The parties acknowledge property being conveyed is currently under lease to Buyer, which shall terminate upon closing, and the property shall be delivered in "as is" condition as maintained by Buyer. Seller makes no warranties other than as disclosed herein and marketability of title. Buyer's covenant to purchase the Property "as is" is more specifically represented in either subparagraph a. or b. as marked N. 3 Item # 31 Attachment number 1 Page 4 of 25 a. [XI As Is. Buyer has inspected the Property or waives any right to inspect and accepts the Property in its present "as is" condition. b. [ ] As Is With Right of Inspection: Buyer may, at Buyer expense and within 28 days from Effective Date ("Inspection Period"), conduct inspections, tests, environmental and any other investigations of the Property Buyer deems necessary to determine suitability for Buyer's intended use. Seller shall grant reasonable access to the Property to Buyer, its agents, contractors and assigns for the purposes of conducting the inspections provided, however, that all such persons enter the Property and conduct the inspections and investigations at their own risk. Seller will, upon reasonable notice, provide utilities services as may be required for Buyer's inspections and investigations. Buyer shall not engage in any activity that could result in a mechanics lien being filed against the Property without Seller's prior written consent. Buyer may terminate this contract by written notice to Seller prior to expiration of the Inspection Period if the inspections and/or investigations reveal conditions that are reasonably unsatisfactory to Buyer, unless Seller elects to repair of otherwise remedy such conditions to Buyer satisfaction. If this transaction does not close, Buyer agrees, at Buyer expense, to repair all damages to the Property resulting from the inspections and investigations and return the Property to its present condition. 14. SELLER HELD HARMLESS Buyer agrees to indemnify and hold harmless the Seller without limitation from any losses, damages, costs, including attorney's fees, claims of injury to or death of any person(s), any damage to property of Buyer, or the Property, and from and against any and every liability to any person arising from Buyer conduct of inspections, investigations and any other work performed pursuant to Paragraphs 8 and 13 above 15. PROCEEDS OF SALE; CLOSING PROCEDURE The deed shall be recorded upon clearance of funds. Buyer shall advise Seller, in writing, not less than ten (10) days prior to closing of the necessity to transfer the Deposit to any other party as an Escrow Agent in order to facilitate the closing. Proceeds of sale shall be held in escrow by the Escrow Agent for a period of not longer than 5 days from and after closing, during which time evidence of title shall be continued at Buyer's expense to show title in Buyer, without any encumbrances or change not permitted by Section 5 above. If there are any encumbrances or change not permitted by Section 5 above through no fault of Buyer, Buyer shall, within the 5-day period, notify the Seller in writing of the defect and Seller shall have 30 days from the date of receipt of such notification to cure the defect. If Seller fails to timely cure the defect, all funds paid by or on behalf of the Buyer shall, upon written demand made by Buyer and within 5 days after demand, be returned to Buyer and simultaneously with such repayment, Buyer shall vacate the Property and reconvey it to Seller by special warranty deed. If Buyer fails to make timely demand for refund, Buyer shall take title "as is", waiving all rights against Seller as to any intervening defect except as may be available to Buyer by virtue of warranties contained in the deed. The escrow and closing procedure required by this provision may be waived if title agent insures adverse matters pursuant to Section 627.7841, F.S. (1987), as amended. 16. DEFAULT If Buyer fails to perform this contract within the time specified, the Deposit paid by Buyer may be retained by or for the account of Seller as agreed upon liquidated damages, consideration for the execution of this contract and in full settlement of any claims; whereupon, Buyer and Seller shall be relieved of all obligations under this contract; or Seller, at Seller option, may proceed in equity to enforce Seller's rights under this contract. If, for any reason other than failure of Seller to make Seller's title marketable after diligent effort, Seller fails, neglects or refuses to perform this contract, the Buyer may seek specific performance or elect to receive the return of Buyer Deposit without thereby waiving any action for damages resulting from Seller's breach. 4 Item # 31 Attachment number 1 Page 5 of 25 17. RADON GAS NOTIFICATION RADON GAS: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit. 18. CONTRACT NOT RECORDABLE; PERSONS BOUND Neither this contract nor any notice of it shall be recorded in any public records. This contract shall bind and inure to the benefit of the parties and their successors in interest. Whenever the context permits, singular shall include plural and one gender shall include all. 19, NOTICE All notices provided for herein shall be deemed to have been duly given if and when deposited in the United States Mail, properly stamped and addressed to the respective party to be notified, including the parties to this contact, the parties attorneys, escrow agent, inspectors, contractors and all others who will in any way act at the behest of the parties to satisfy all terms and conditions of this contract. 20. ASSIGNABILITY; PERSONS BOUND This contract is [ } assignable [XI not assignable. The terms "Buyer", "Seller", and "Broker" (if any) may be singular or plural. This Contract is binding upon Buyer, Seller, and their heirs, personal representatives, successors and assigns (if assignment is permitted). 21. ATTORNEY FEES; COSTS In any litigation arising out of this contract, the prevailing party shall be entitled to recover reasonable attorney's fees and costs. 22. NO BROKER Seller and Buyer represent and agree they have dealt with no Broker or finder in connection with the transactions contemplated hereby. Seller and Buyer further agree to indemnify the other from any damage, liability or expense either may suffer as a result of any claim of a Broker or finder with whom it is determined that the other party has dealt with in contravention of this agreement; except, however, that total City obligations under this provision shall be subject to the limits and restrictions of the Florida sovereign immunity statute, F.S. 768.28. 23. TYPEWRITTEN OR HANDWRITTEN PROVISIONS Typewritten or handwritten provisions shall control all printed provisions of contract in conflict with them. 24. EFFECT OF PARTIAL INVALIDITY The invalidity of any provision of this contract will not and shall not be deemed to affect the validity of any other provision, In the event that any provision of this contract is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision. Item # 31 Attachment number 1 Page 6 of 25 25. GOVERNING LAW It is agreed by and between the parties hereto that this contract shall be governed by, construed, and enforced in accordance with the laws of the State of Florida. 26. COUNTERPARTS; FACSIMILE COPY This contract may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. A facsimile copy of this contract, including any addendum, attachments and any written modifications hereof, and any initials or signature thereon shall be deemed an original. 27. SPECIAL CLAUSES [X] Not applicable, OR [ ] An Addendum containing special clauses that constitute agreements and covenants between the parties is attached to and an integral part of this contract and without further acknowledgment is confirmed and accepted by the parties. When any special clause in the Addendum is in conflict with any provision contained elsewhere in this contract, then the special clause shall govern. 28. MERGER BY DEED All covenants, warranties, and representations contained herein shall merge with the deed at time of closing. Upon delivery of deed by the City, and acceptance thereof by Buyer, the Buyer shall hold the City forever harmless thereafter. 29. ENTIRE AGREEMENT Upon execution by Seller and Buyer, this contract shall constitute the entire agreement between the parties, shall supersede any and all prior and contemporaneous written and oral promises, representations or condition in respect thereto. All prior negotiations, agreements, memoranda and writings shall be merged herein. Any changes to be made in this agreement shall only be valid when expressed in writing, acknowledged by the parties and incorporated herein or attached hereto. THIS IS INTENDED TO BE A LEGALLY BINDING CONTRACT, IF NOT FULLY UNDERSTOOD, SEEK THE ADVICE OF AN APPROPRIATE PROFESSIONAL FOR LEGAL, TAX, ENVIRONMENTAL AND OTHER SPECIALIZED ADVICE PRIOR TO SIGNING. Date: , 2009. SILVER DOLLAR SHOOTERS RESORT, L.L.C., a Delaware limited liability company By: r? 1 Name: 4Z 1VA"L Title: C -u 4- i t14 6 Item # 31 Attachment number 1 Page 7 of 25 RE: Contract For Sale of Real Property by the City of Clearwater, Florida Buyer: Silver Dollar Shooters Resort, L.L.C. and NHC-FLB, L.P. APPROVED AND ACCEPTED THIS day of Countersigned: Frank V. Hibbard, Mayor Approved as to form: Laura Mahony, Assistant City Attorney 20 CITY OF CLEARWATER, FLORIDA By: William B. Horne, II, City Manager ATTEST: Cynthia E. Goudeau, City Clerk Item # 31 7 Attachment number 1 Page 8 of 25 z5-)(k, ? ('I /q Form No.1343 ALTA Plain Language Commitment Title Insurance Commitment ISSUED BY Issued By First American Title Insurance Company AGREEMENT TO ISSUE POLICY We agree to Issue policy to you according to the terms of the Commitment. When we show the policy amount and your name as the proposed insured In Schedule A, this Commitment becomes effective as of the Commitment Date shown In Schedule A. If the Requirements shown In this Commitment have not been met within six months after the Commitment Date, our obligation under this Commitment will end. Also, our obligation under this Commitment will end when the Policy Is Issued and then our obligation to you will be under the Policy, Our obligation under this Commitment Is limited by the following: The Provisions In Schedule A. The Requirements In Schedule B-I, The Exceptions In Schedule B-II. The Conditions on the other side of this page I This Commitment is not valid without SCHEDULE A and Sections I and II of Schedule B. FlrstAmerlcan r/tle Insurance Company By: President Page I of 10 Item # 31 Attachment number 1 Page 9 of 25 CONDITIONS 1, DEFINITIONS (a) "Mortgage" means mortgage, deed of trust or other security Instrument. (b) "Public Records" means title records that give constructive notice of matters affecting your title--according to the state statutes where your land is located. 2.LATER DEFECTS The Exceptions In Schedule B-Section II may be amended to show any defects, (lens or encumbrances that appear for the first time In the public records or are created or attach between the Commitment Date and the date on which all of the Requirements (a) and (c) of Schedule B-Section I are met. We shall have no liability to you because of this amendment. 3. EXISTING DEFECTS If any defects, liens or encumbrances existing at Commitment Date are not shown In Schedule B, we may amend Schedule B to show them. If we do amend Schedule B to show these defects, Ilens or encumbrances, we shall be liable to you according to Paragraph 4 below unless you knew of this Information and did not tell us about it in writing. 4. LIMITATION Of OUR LIABILITY Our only obligation Is to Issue to you the Policy referred to in this commitment, when you have met Its Requirements. If we have any liability to you for any loss you incur because of an error In this Commitment, our liability will be limited to your actual loss caused by your relying on this Commitment when you acted in good faith to, Comply with the Requirements shown In Schedule B-Section I or Eliminate with our written consent any Exceptions shown In Schedule B-Sectlon II, We shall not be liable for more than the Policy Amount shown In Schedule A of this commitment and our liability Is subject to the terms of the Policy form to be Issued to you. 5. CLAIMS MUST BE BASED ON THIS COMMITMENT Any claim, whether or not based on negligence, which you may have against us concerning the title to the land must be based on this Commitment and Is subject to Its terms. Page 2 of 10 Item # 31 Attachment number 1 Page 10 of 25 First American Tide Insurance Company SCHEDULE A Customer Reference No,: NCS-420131-CHI2 Agents File No., NCS-420131-CLW2 Commitment No,: FA-C-420131 Date Issued: November 30, 2009 Date Effective: November 11, 2009 at 8.00 a.m. Policy or Policies to be Issued: (a) A,L,T.A, Owner's Policy Amount of Policy: $ 240,000.00 (10/17/92 with Florida Modifications) Proposed Insured: Silver Dollar Shooters Resort, LLC, a Delaware limited liability company (b) A.L,T.A. Loan Policy Amount of Policy: (10/17/92 with Florida Modifications) Proposed Insured: 2. The estate or interest in the land described or referred to In this Commitment and covered herein Is an estate designated as follows: Fee Simple - as to Parcel I Easement - as to Parcel II 3, Title to the estate or Interest In the land described or referred to In this Commitment and covered herein (and designated as indicated in No. 2 above) Is, at the effective date hereof, vested In: The City of Clearwater, Florida, a municipal corporation of the State of Florida 4. The land referred to in this Commitment Is in the State of Florida, County of Hllisborough and described as follows: See Schedule "A" attached hereto and by this reference made a part hereof, First American Title Insurance Company By, Authorized Signatory THIS COMMITMENT IS FURNISHED BY FIRST AMERICAN TITLE INSURANCE COMPANY OR ITS POLICY ISSUING AGENT SOLELY FOR THE ISSUANCE OF A POLICY OR POLICIES OF TITLE INSURANCE OF FIRST AMERICAN TITLE INSURANCE COMPANY. THIS COMMITMENT I5 NOT AN ABSTRACT" OR AN OPINION OF TITLE, LIABILITY UNDER THIS COMMITMENT IS DEFINED BY AND LIMITED TO THE TERMS AND CONDITIONS OF THIS COMMITMENT AND THE TITLE INSURANCE POLICY TO BE ISSUED. PERSONS AND ENTITIES NOT LISTED ABOVE AS PROPOSED INSUREDS ARE NOT ENTITLED TO RELY UPON THIS COMMITMENT FOR ANY PURPOSE. Page 3 of 10 Item # 31 Attachment number 1 Page 11 of 25 First American Title Insurance Company Schedule A (Continued) Issuing Office He No- NCS-420131-CLW2 Parcel I; Part of the Southeast 1/4 of Section 19, Township 27 South, Range 17 East, Hillsborough County, Florida, said part being more particularly described as follows: Commence at the Southeast corner of said Section 19, then S8902437" West, 1479.66 feet along the South Boundary of the aforesaid Southeast 1/4 of Section 19 to the Point of Beginning; thence continue S89024'37" West, 300.00 feet along the South Boundary of the aforesaid Southeast 1/4; thence N001101'00" East, 2638.35 feet; thence N89024'37" East, 300,00 feet; thence S000131100" West, 2639.35 feet to the Point of Beginning. Parcel 11, A 25' Access Easement for the benefit of Parcel I abutting platted 15' right of way, being a portion of the Northeast 1/4 of Section 19, Township 27 South, Range 17 East, Hillsborough County, Florida, preliminarily and subject to field survey, being more particularly described as follows; Commence at the Southwest corner of the Northeast 1/4 of the aforesaid Northeast 1/4 of Section 19, run thence East 155.00 feet, more or less, to the Southwest corner of Tract 13, KEYSTONE PARK COLONY, according to the map or plat thereof as recorded In Plat Book 5, Page 55, Public Records of Hillsborough County, Florida; thence N02140'05" East, 15,00 feet to the Point of Beginning; thence continue N02°40'50" East, 25,00 feet; thence East 950,00 feet, more or less; then S02040'50" West, 25.00 feet to the North boundary of a 15 foot platted right-of-way along the South boundary of Tracts 13 and 14, KEYSTONE PARK COLONY, thence West 950.00 feet, more or less, along said right-of-way to the Point of Beginning, Page 4 of 10 Item # 31 Attachment number 1 Page 12 of 25 First American Title Insurance Company SCHEDULE B-1 (Requirements) Agents File No,: NCS-420131-CL.W2 Commitment No.: FA-C-420131 The following are the requirements to be compiled with: 1. Payment to, or for the account of, the grantors or mortgagors the full consideration for the estate or Interest to be Insured, 2, Payment of all taxes, assessments, levied and assessed against subject premises, which are due and payable. 3. Satisfactory evidence shall be produced that all improvements and/or repairs or alterations thereto are completed; that contractor, subcontractor, labor and materialmen are all paid in full, ? Jilt (---h0. Instruments In insurable form which must be properly executed, delivered and duly filed for record: U,tt2W1N (a) Deed conveying the land from City of Clearwater, signed In the name of the city or town by the mayor or some other person authorized by the charter, In the presence of two subscribing witnesses, duly attested by the city clerk and sealed with the municipal seal, to Silver Dollar Shooters Resort, LLC, a Delaware limited liability company. In connection with said deed, we will further require: 1) Production of a certlfied copy of the municipal charter; 2) Certified copy of a proper resolution of the governing body of the municipal corporation authorizing a sale of the property. The certified copy of the governing body's resolution should be attached to the deed of conveyance and recorded with It; 3) Satisfactory evidence of compliance with all requirements regarding conveying municipal property contained in the municipal charter; and 4) The Company reserves the right to amend the commitment, Including but not limited to, the addition of further requirements and/or exceptions as it deems necessary based S?tcr h ?J(ti u' S ros r,n?n upon a review of any of the documentation required above. Proof satisfactory to the Company of a legal right of access from the land to be Insured herein to a publicly dedicated and maintained road right of way, V s1?? t f p r kwr "1 U f , Submit an Affidavit of Title, acceptable to First American Title Insurance Company, executed by or on behalf of The City of Clearwater, Florida, a municipal corporation of the State of Florida, sufficient to afford Extended Coverage over Standard Exceptions 1, 4 and 6 In the Policy to be Issued to the Insured (s), and shown In Schedule B-II hereof as 2, 5 and 7. Submit a proper survey certified to all parties Involved In this transaction, including but not r limited to, First American Title Insurance Company, Page 5 of to Item # 31 Attachment number 1 Page 13 of 25 8. Note; The Company reserves the right to make additional requirements as It may deem necessary, Page 6 of 10 Item # 31 Attachment number 1 Page 14 of 25 First American Title Insurance Company SCHEDULE B-II (Exceptions) Agents File No,: NCS-420131-CLW2 Commitment No.. FA-C-420131 Schedule B of this policy or policies to be Issued will contain exceptions to the following matters unless the same are disposed of to the satisfaction of the Company, 1, Defects, liens, encumbrances, adverse claims, or other matters, If any, created, first appearing in the public records, or attaching subsequent to the effective date hereof but prior to the date the proposed insured acquires for value of record the estate or Interest or mortgage thereon covered by this Commitment, 2. Rights or claims of parties in possession not shown by the public records, 3. Easements or claims of easements not shown by the public records, 4. Encroachments, overlaps, boundary line disputes, or other matters which would be disclosed by an accurate survey or inspection of the premises. baqy- ?b\/ ? ??v'?- 5, ,4ny-iler?r..dgh?te-a-4?era; fer-servic-es,-labor7-or-rx?atgraal-heretofere-or-hereafter-fd?lshed, ??ir?rpesed-bq?ava-and-nat-shewt?by-t-he-publtc-?cer?s, 6, Any adverse claim to any portion of said land which has been created by artificial means or has accreted to any such portion so created and rlparlan rights, If any. ? ff- ` Q'v %.4 7? ?aa?s??specknLassesspae?+ls-wftlclr-are--n fi liens lay-the pablis re orris, 8, The Ilen of the taxes for the year 2010 and all subsequent years, which are not yet due and payable. Folio No.; 001689-0000 2009 taxes are EXEMPT 9. Easement for Drainage Canal recorded In O.R. Book 458, Page 229. ?tr.1?.T`?- -??},--T? 5ion5 itio?s-eorti?lneda?er-t?ft?-Mere c-or?lEC1-?a U iDCi? D?tt 11. This Policy does not Insure title to the beds or bottoms of lakes, rivers or other bodes of water located on or within the land described in Schedule "A". 12, Riparian and/or [Ittoral rights are not Insured. Page 7 of 10 Item # 31 Attachment number 1 Page 15 of 25 First American Title Insurance Company Issuing Office File No.. NCS-420131-CLW2 Note; All of the recording Information contained herein refers to the Public Records of Hillsborough County, Florida, unless otherwise Indicated. Any reference herein to a Book and Page Is a reference to the Official Record Books of said county, unless Indicated to the contrary. Notices - Where Sent All notices required to be given the Company and any statement In writing required to be furnished the Company shall include the number of this policy and shall be addressed to the Company, Attention; Claims Department, 2075 Centre Pointe Boulevard, Tallahassee, Florida 32308-3752. Service, Duality and Availability First American Title Insurance Company cares about Its customers and their ability to obtain Information and service on a convenient, timely and accurate basis. A qualified staff of service representatives Is dedicated to serving you. A toll-free number is available for your convenience In obtaining Information about coverage and to provide assistance in resolving complaints at 1-800-929-7186, Office hours are from 8.30 a.m. through 5:34 p.m. Monday through Friday. Page 8 of 10 Item # 31 Attachment number 1 Page 16 of 25 First American Title Insurance Company Florida Promulgated Closing Service Letter The operation and scope of the following dosing protection letter ("Letter") Is limited to the transaction which is the subject of the commitment to which this Letter is attached and is also directed to those person(s) and/or enttty(les) set forth in the Letter and Identified as a proposed Insured In the commitment. Re: Issuing Agent; Agent countersigning the attached commitment. When title Insurance of FlrstAmerican 77tls Insurance Companyis specified for your protection In connection with closings of real estate transactions In which you are to be the lessee or purchaser of an Interest In land or a lender secured by a mortgage (Including any other security Instrument) of an interest In land, the FWAmerican 77t1aInsurance Company, subject to the Conditions and Exclusions set forth below, hereby agrees to reimburse you for actual loss Incurred by you In connectlon with such dosing when conducted by said Issuing Agent when such loss arises out of; 1, Failure of Bald Issuing Agent to comply with your written dosing instructions to the extent that they relate to (a) the status of the title to said Interest In land or the validity, enforceabillty and priority of the Iten of said mortgage on said Interest In land, induciing the obtaining of documents and the disbursement of funds necessary to establish such status of title or Ilen, or (b) the obtaining of any other document, specifically required by you, but not to the extent that said Instructions require a determination of the validity, enforceability or effectivepess of such other document, or (c) the collection and payment of funds due you, or 2. Fraud or dishonesty of said issuing Agent in handling your funds or documents In connection with such closing. If you are a fender protected under the foregoing paragraph, your borrower in connection with a loan secured by a mortgage on a one to four family dwell(ng shall be protected as if this letter were addressed to your borrower. Conditions and Exclusions A. The FlrstAmerican We Insurance Companywlll not be liable to you for loss arising out of: 1, Fallure of said Issuing Agent to comply with your closing instructions which require title Insurance protection inconsistent with that set forth In the title Insurance binder or commitment Issued by the FlrstAmerlcan 77tle Insurance Company. Instructions which require the removal of specific exceptions to title or compliance with the requirements contained In said binder or commitment shall not be deemed to be Inconsistent, 2. Loss or Impairment of your funds In the course of collection or while on deposit with a bank due to bank failure, Insolvency or suspension, except such as shall result from failure of said Issuing Agent to comply with your written closing Instructions to deposit the funds In a bank which you designated by name. 3. Mechanles' and materlafinen's liens In connectlon with your purchase or lease or construction loan transactions, except to the extent that protectlon against such I€eas is afforded by a title Insurance binder, commitment or policy or the FlrstAmerican 77tle Insurance Company. 4, The periodic disbursement of wnstructl©n loan proceeds or funds furnished by the owner to pay for construction costs during the construction of Improvements on the land to be insured, unless an officer of the company has specifically accepted the responsibility to you for such disbursement program in writing. B. When the FirstAnten'can Tltie Insurance Companyshall have reimbursed you pursuant to this fetter, it shall be subrogated to all rights and remedies which you would have had against any person or property had you not been so reimbursed. Liability of the F71stArnerlcan rtle Insurance Company for such reimbursement shall be reduced to the extent that you have knowingly and voluntarily impaired the value of such right of subrogation. C, Any liability of the FlrstAmer/can 7711e insurance Companyfor loss Incurred by you in connection with closings of real estate transactions by said Issuing Agent shall be limited to the protection provided by this letter, However, this letter shall not affect the protection afforded by a title Insurance binder, commitment or policy of FlrstAmeriean 7711e Insurance Company. The dollar amount of liability hereby Incurred shall not be greater than the amount or the title Insurance binder, commitment or policy of title Insurance to be Issued, and Ilabflity hereunder as to any particular loan transaction shall be coextensive with liability under the policy Issued to you In connection with such transaction. Payment In accordance with the terms of this letter shall reduce by the same amount the liability under such policy, and payment under such policy shall reduce by the same amount the company's €lablilty under the terms of this letter. D. Calms of loss shall be made promptly to the FirstAmerican 77t1e Insurance Company at Its principal office at 1 First American Way, Santa Ana, California 92707. When the failure to give prompt notice shall prejudice the First American Title Insurance Company , then liability of the F1rstAmen'can 77tle Insurance Companyhereunder shall be reduced to the extent of such prejudice, The FlrstAmerlam 77tle Insurance Companyshall not be liable herounder unless notice of loss in writing Is received by the HrstAmerlcan 77do Insurance Campanywlthln ninety (90) days from the date of discovery of such loss. E. Nothing contained herein shall be construed as authorizing compliance by any issuing agent with any such closing Instructions, compliance with which would constitute a vlolation of any applicable law, rule or regulation relating to the activity of title Insurers, their issuing agents, and their failure to comply with any such dosing instructions shall not create any liability under the terms of this letter. F. The protection herein offered will be effective until cancelled by written notice from the FirstAmeNcan 7711e Insurance Company, Any previous Insured Closing Service letter or similar agreement Is hereby cancelled, except as to closings of your real estate transactions regarding which you have previously sent (or within 30 days hereafter send) written closing instructions to said Issuing Agent, FIRST AM ERICAN TrrLE INSURANCE COMPANY By: Vice President Page 9 of 10 Item # 31 Attachment number 1 Page 17 of 25 First American Title Insurance Company Privacy Policy We Are Committed to Safeguarding Customer Information In order to better serve your needs now and In the future, we may ask you to provide us with certain Information, We understand that you may be concerned about what we will do with such information particularly any personal or financlal information. We agree that you have a right to know how we will utilize the personal Information you provide to us. Therefore, together with our parent company, The First American Corporation, we have adopted this Privacy Policy to govern the use and handling of your personal Information. Applicability This Privacy Policy governs our use of the Information which you provide to us, It does not govern the manner In which we may use Information we have obtained from any other source, such as Information obtained from a public record or from another person or entity. First American has also adopted broader guidelines that govern our use of personal Information regardless of Its source. First American calls these guidelines Its Falrlnformatlon Values, a copy of which can be found on our website at wwwArstam,com. Types of Information Depending upon which of our services you are utilizing, the types of nonpublic personal Information that we may collect include, • Information we receive from you on applications, forms and In other communications to us, whether In writing, in person, by telephone or any other means; • Information about your transactions with us, our affiliated companies, or others, and Information we receive from a consumer reporting agency. Use of Information We request Information from you for our own legitimate business purposes and not for the benefit of any nonaffiliated party. Therefore, we will not release your Information to nonaffiliated parties except; (1) as necessary for us to provide the product or service you have requested of us, or (2) as permitted by law. We may, however, store such Information indefinitely, including the period after which any customer relationship has ceased. Such Information may be used for any Internal purpose, such as quality control efforts or customer analysis. We may also provide all of the types of nonpublic personal Information listed above to one or more of our affiliated companies, Such affiliated companies Include financial service providers, such as title Insurers, property and casualty Insurers, and trust and investment advisory companies, or companies Involved In real estate services, such as appraisal companies, home warranty companies, and escrow companies. Furthermore, we may also provide all the Information we collect, as described above, to companies that perform marketing services on our behalf, on behalf of our affiliated companies, or to other financial Institutions with whom we or our affiliated companies have joint marketing agreements. Former Customers Even If you are no longer our customer, our Privacy Policy will continue to apply to you. Confidentiality and Security We will use our best efforts to ensure that no unauthorized parties have access to any of your information. We restrict access to nonpublic personal information about you to those Individuals and entities who need to know that Information to provide products or services to you. We will use our best efforts to train and oversee our employees and agents to ensure that your information will be handled responsibly and In accordance with this Privacy Policy and First American's Falhrnformatlon Values, We currently maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information. Page 10 of 10 Item # 31 Attachment number 1 Page 18 of 25 LEASE TERMINATION RELEASE AND INDEMNITY AGREEMENT THIS LEASE TERMINATION, RELEASE AND INDEMNITY AGREEMENT ("Termination Agreement") is made as of the day of , 2009, by CITY OF CLEARWATER, a Municipal Corporation of the State of Florida, having an address of P. O. Box 4748, Clearwater, Florida 33758- 4748, ATTENTION: City Manager ("Landlord"); SILVER DOLLAR SHOOTERS RESORT, L.L.C, a Delaware limited liability company, having an address of Two North Riverside Plaza, Suite 800, Chicago, Illinois 60606 ("SDSR"); NHC-FL8, L.P., a Delaware limited partnership, having an address of Two North Riverside Plaza, Suite 800, Chicago, Illinois 60606 ("NHC-FL8"); MHC OPERATING LIMITED PARTNERSHIP, a Illinois limited partnership, having an address of Two North Riverside Plaza, Suite 800, Chicago, Illinois 60606 ("MHC"); and EQUITY LIFESTYLE PROPERTIES, INC., a Maryland corporation, having an address of Two North Riverside Plaza, Suite 800, Chicago, Illinois 60606 ("ELS"). As used herein, "Tenant" shall mean SDSR. As used herein, "Indemnitor(s)" shall mean SDSR, NHC-FL8, MHC and ELS, jointly and severally. WITNESSETH WHEREAS, Landlord and SILVER DOLLAR TRAP CLUB, INC., a Florida corporation ("SDTC") entered into a certain Lease Agreement dated February 14, 1994, as modified by that certain Lease Modification Agreement dated February 4, 2009 (collectively the "Lease"), for the lease of certain property located in Hillsborough County, Florida, as described more particularly in the Lease ("Premises"); WHEREAS, SDTC and NHC-FL8 entered into a License Agreement dated February _ 1999, and a License Agreement dated February 1, 2000 (collectively, "License Agreements"), pursuant to which SDTC granted a license to NHC-FL8 for the use of all or a portion of the Premises; WHEREAS, SDTC, SDSR and NHC-FL8 entered into that certain Assignment, Assumption and Modification Agreement dated February 4, 2009 ("Assignment Agreement"), pursuant to which SDTC assigned its right, title and interest in, to and under the Lease to SDSR; WHEREAS, the Landlord and SDSR entered into that certain Contract for Sale of Real Property dated , 2009 ("Sale Contract"), pursuant to which SDSR agreed to purchase the Premises from the Landlord; WHEREAS, the Phase I Environmental Site Assessment dated March 28, 1994 prepared by EnviroAssessnrents, Inc., and Phase II Environmental Site Assessment dated April 29, 1994 prepared by EnviroAssessments, Inc. for the Premises did not reveal an environmental condition requiring any remedial action; and WHEREAS, the parties desire to terminate the Lease on the terms and conditions hereinafter set forth and provide for an indemnity and release on the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: Item # 31 Attachment number 1 Page 19 of 25 1. Recitals; Definitions. The foregoing recitals are true and correct and are incorporated herein by reference. 2. Termination of Lease. The Lease shall terminate effective as of 12:41 a.m., Eastern Standard Time, on the day of closing of the sale and transfer of the Premises to SDSR ("Termination Date") as if the Termination Date were set forth in the Lease as the expiation date of the term of the Lease. Except as expressly set forth in this Termination Agreement, neither Landlord nor Tenant shall have any obligations or liability under the Lease after the Termination Date. Notwithstanding the foregoing, all of the indemnity obligations of Tenant, SDTC, MHC and ELS contained in the Lease ("Tenant Indemnifications") shall remain in fill force and effect, shall survive the termination of the Lease, and shall continue to benefit the Landlord after the closing of the Sale Contract. Further, in addition, and without relieving any patty of its respective indemnity obligations, Indemnitors hereby assume and agree to fulfill all of the Tenant Indemnifications, without regard to the actual named party providing the indemnity. 3. Lease Obligations. Tenant shall perform all of the Lease obligations and covenants required to be performed or observed by Tenant up to and including the Termination Date, including, but not limited to, the payment of all rent and other charges payable under the Lease through the Termination Date. 4. Estoppel. Tenant and Landlord cacti hereby certify and acknowledge to the other that, as of the date of the mutual execution of this Termination Agreement: (a) neither Landlord nor Tenant is in default in any respect under the Lease; (b) neither Landlord nor Tenant has any defenses to its obligations under the Lease; and (c) Tenant has no offsets against rent. Tenant and Landlord each acknowledge and agree that the representations herein set forth constitute material consideration to the parties in entering into this Termination Agreement, such representations are being made by Tenant and Landlord for purposes of inducing the other party to enter into this Termination Agreement, and each party is relying on such representations in entering into this Termination Agreement. 5. No Transfer. Tenant and Landlord cacti represent and warrant that it has not, voluntarily or by operation of law, effectuated or allowed an assignment, mortgage, or other transfer or encumbrance of all or any part of its interest in the Lease, and Tenant has not sublet all or any part of the Premises. Tenant and Landlord represent and warrant to each other that there are no Claims (as hereinafter defined) against it in any way arising or resulting from or in connection with the Lease, and that there is no Claim, agreement or other matter that would preclude or restrict the termination of the Lease provided for hereunder or otherwise adversely affect this Termination Agreement or the enforceability thereof. Tenant and Landlord agree to protect, defend, indemnify and hold the other patty harmless from and against any and all Claims in any way arising or resulting from or in connection with or related to a breach of any of the representations and warranties contained in this Section. 6. Surrender of the Premises. As of the Termination Date, Tenant will be the fee simple owner of the Premises, and, therefore, shall not surrender the Premises to Landlord. 7. Release. Indemnitors and their respective affiliated companies, consultants, fiduciaries, agents, servants, employees, partners, shareholders, members, predecessors, advisors, managers, trustees, ancillary trustees, beneficiaries, representatives, officers, directors, attorneys, guarantors, successors and assigns (collectively and severally, the "Affiliated Entities") do hereby release and forever discharge Landlord for and from any and all Claims which Indemnitors ever had, now have, or hereafter can, shall or may have against Landlord for, upon or by reason of any matter, cause or thing whatsoever arising out of or relating to the Lease or the Premises (each a "Released Claim"). Indemnitors and their respective Affiliated Entities hereby covenant and agree to forever forbear from alleging, asserting, bringing, commencing, instituting, maintaining, prosecuting or otherwise pursuing against Landlord any Released 2 Item # 31 Attachment number 1 Page 20 of 25 Claim. Indemnitors and their respective Affiliated Entities further agree that this release may be pleaded by Landlord as a full and complete defense to any Released Claim that may be alleged, asserted, brought, commenced, instituted, maintained, prosecuted or otherwise pursued against Landlord. "Claims" means any and all actions, adjudications, awards, causes of action, claims, costs, damages (including, without limitation, consequential damages), demands, expenses (including, without limitation, attorneys', consultants' and experts' fees and disbursements actually incurred in investigating, defending, settling or prosecuting any claim, litigation or proceeding), fees, fines, forfeitures, injuries, judgments, liabilities, liens, losses, obligations, orders, proceedings, penalties, stop notices and suits of any kind or of any nature whatsoever, including, without limitation, any Claims related to the following: (i) any Release (as defined below), threatened Release, Storage, Treatment, accumulation, generation, utilization, Disposal, transportation or other handling or migration of any Hazardous Substance (as defined below) on, in, onto, or from the Premises; (ii) the violation or alleged violation of Environmental Laws (as defined below) occurring on or related to the Premises; and (iii) the costs of any required or necessary repair, removal, cleanup, remediation or corrective action on the Premises and the preparation and implementation of any closure, remedial or other required plans. The terms "Storage", "Treatment" and "Disposal" shall have the same meanings and definitions as set forth in the Resource Conservation and Recovery Act as amended 42 U.S.C. A§ 6901 ct seq. or regulations promulgated thereunder. This Section shall survive the termination of the Lease and this Termination Agreement. 8. Tenant Indemnification. Tenant agrees to protect, defend, indemnify and hold Landlord and its Affiliated Entities harmless from and against any and all Claims in any way arising or resulting from or in connection with or related to: (a) Tenant's breach of the terms of this Termination Agreement, including, without limitation, the representations and warranties contained herein; and (b) any injury to or death of persons or damage to property that occurs at any time on or prior to the Termination Date, from any cause whatsoever, by reason of the use, occupancy or enjoyment of the Premises by Tenant. Tenant's indemnification obligations under this Section shall survive the termination of the Lease and this Termination Agreement. 9. Default, In the event that any party to this Termination Agreement shall institute any action or proceeding against any other party out of or based upon this Termination Agreement, or by reason of any default hereunder, the prevailing party in such action or proceeding shall be entitled to recover from the other party all costs of such action or proceeding, including reasonable attorneys' and paralegals' fees at all trial and appellate levels and in bankruptcy. 10. Representations. Each party represents to the others that it has full power and authority to execute this Termination Agreement. 11. Notices. Any notice that is sent or given under the terms of this Termination Agreement shall be sent to the address first set forth above. Any notice given by United States mail shall be deemed so given on the second business day after the same is deposited in the United States mail registered or certified matter, addressed as above provided, with postage thereon fully prepaid. Any notice that is given by another method shall be deemed to be delivered upon receipt by the party to whom the same is given. Item # 31 Attachment number 1 Page 21 of 25 The parties may from time to time notify the other of changes regarding where notices should be sent by sending notification of such changes pursuant to this paragraph, 12. Miscellaneous, This Termination Agreement may be executed in any number of counterparts, all of which, taken together, shall constitute one and the same instrument. It shall not be necessary when making proof of this Termination Agreement to produce counterparts with original signatures, it being agreed that photocopies of signatures or signatures received by facsimile transmission shall have the same effect as original signatures. This Termination Agreement and the terms and provisions hereof shall inure to the benefit of and be binding upon the heirs, successors and assigns of the parties, This Termination Agreement shall be construed and enforced in accordance with the laws of the State of Florida. This Termination Agreement may not be amended except in writing signed by both parties. If any of the provisions of this Termination Agreement, or the application thereof to any person or circumstance, shall, to any extent, be invalid or unenforceable, the remainder of this Termination Agreement or the circumstances other than those as to whom or which it is held invalid or unenforceable shall not be affected thereby, and every provision of this Termination Agreement shall be valid and enforceable to the fiullest extent permitted by law. IN WITNESS WHEREOF, the parties have executed this Termination Agreement as of the date first written above. WITNESS: CITY OF CLEARWATER, a Municipal Corporation of the State of Florida: Name: Name: Nam ? /?n F ??? Name: WiA Name: / By:_ Name: Title; SILVER DOLLAR SHOOTERS RESORT, L.L.C, a Delaware limited liability company By: Name: Ate; VMe Cc r Title: NHC-FL8, L.P., a Delaware limited partnership By MHC NHC-FL8 GP, L.L,C,, Its general partner By; Name: /tea ' /z??; ? Title: S ? L 4 Item # 31 Attachment number 1 Page 22 of 25 MHC OPERATING LIMITED PARTNERSHIP, an Illinois limited partnership By: MHC Trust, its general partner By: Equity LifeStyle Properties, Inc., its sole shareholder By: Natn j Name: - ?T Title: v-t VP, Name: EQUITY LIFESTYLE PROPERTIES, INC., a Maryland corporation l"1 By: Name: 4. XXM7 Titie: W C Item # 31 Attachment number 1 Page 23 of 25 RETURN To: Kenneth A. Kroot Senior Vice President - Legal Equity LifeStyle Properties, Inc. Two North Riverside Plaza, Suite 800 Chicago, Illinois 60606 RE: Parcel I. D. U-18-27-17-ZZZ-000000-13530.0 ACCESS EASEMENT THIS EASEMENT made this day of , 2010 by the CITY OF CLEARWATER, a municipality of the State of Florida (herein, "Grantor"), whose mailing address is P. O. Box 4748, Clearwater, Florida 33758-4748, to SILVER DOLLAR SHOOTERS RESORT, L.L.C., a Delaware limited liability company, (herein, "Grantee"), whose mailing address is Two North Riverside Plaza, Suite 800, Chicago, Illinois 60606, its successors and assigns. WITNESSETH: That the Grantor for and in consideration of the sum of Ten Dollars and other valuable consideration paid, the receipt and sufficiency of which is hereby acknowledged, grants unto the Grantee, its successors and assigns, a perpetual non-exclusive twenty-five foot (25') Access Easement, in, over, upon and through the following described parcel of land in Hillsborough County, State of Florida: A portion of Tract 13 and Tract 14, KEYSTONE PARK COLONY, according to the map or plat thereof as recorded in Plat Book 5, Page 55, Public Records of Hillsborough County, Florida, lying and being situate in the Northeast 1/4 of Section 19, Township 27 South, Range 17 East, Hillsborough County, Florida, being more particularly described as follows: Commence at the Southwest corner of the Northeast'/4 of the aforesaid Section 19, Township 27 South, Range 17 East, Hillsborough County, Florida; run thence East 155.00 feet, more or less, to the Southwest corner of Tract 13, KEYSTONE PARK COLONY; thence N02040'05" East, 15.00 feet, more or less, to the POINT OF BEGINNING; thence continue N02°40'50" East, 25.00 feet; thence East 950.00 feet; thence S02°40'50" West, 25.00 feet to the north boundary of a 15 foot platted right-of-way along the south boundary of Tracts 13 and 14, KEYSTONE PARK COLONY, thence West 950.00 feet, more or less, along and contiguous to said right-of-way to the POINT OF BEGINNING. Containing 23,750 square feet (0.545 Ac.), more or less, the same being depicted in EXHIBIT "A" appended hereto and by this reference made a part hereof (herein, "Access Easement"). GRANTEE SHALL HAVE THE PRIVILEGE, at Grantee's sole cost and expense, to reasonably utilize the Access Easement only for the purposes of ingress and egress from the public right-of-way of Patterson Road being contiguous on the west to the Access Easement. Grantee is further authorized to make such improvements to the Access Easement in accordance and in compliance with all applicable laws, permitting, and construction specifications imposed by Hillsborough County, Florida, and all other governmental agencies having competent jurisdiction. GRANTEE COVENANTS AND AGREES with Grantor that at all times during the exercise of rights and privileges granted herein that Grantee shall hold harmless and indemnify Grantor from and against all claims, liabilities, expenses and losses as may be incurred arising out of or related to this grant of Easement, including but not being limited to (a) failure by Grantee, or its agents, representatives, heirs or assigns, to perform any provision, term, covenants or agreement required to be performed by Grantee in consideration of this grant of Easement; (b) any occurrence of injury, damage or death to persons or property arising from Grantee's use of the Access Easement; (c) Grantee's failure to comply with any requirements of any governmental authority, bonding or insuring company; (d) any security agreement, conditional bill of sale, chattel mortgage, mechanics liens connected with Grantee's business activities and operations; and Item # 31 Attachment number 1 Page 24 of 25 (e) any and all lawfully constructed improvements, alterations, maintenance, repair or replacement within and through the Access Easement performed by or on behalf of Grantee. Such covenants to hold harmless and indemnify Grantor shall include reasonable attorney's fees for all proceedings, trials and appeals as may result from Grantee default. Nothing contained herein shall be construed as consent by Grantor to be sued by third parties or as a waiver of Grantee's Sovereign Immunity or the terms and limitations of Section 768.28, Florida Statutes or other applicable law. THE RIGHTS GRANTED HEREIN SHALL BE PERPETUAL and irrevocable and shall run with the land, unless terminated by mutual written agreement of the parties to be recorded in the Public Records of Hillsborough County, Florida, or by abandonment of the Access Easement by Grantee. Upon either occurrence, all rights, privileges and obligations of Grantee in and to the Access Easement shall terminate, and at Grantor's option, all improvements made within the Access Easement by Grantee shall become the property of Grantor, or Grantee shall immediately remove all improvements and restore the Access Easement to a condition comparable to and compatible with Grantor's contiguous lands at time of termination. GRANTOR hereby warrants to GRANTEE that it is lawfully seized of free and unencumbered title to the above-described real estate and that the GRANTOR has full authority to make this conveyance and will warrant and defend the granting of the Access Easement unto GRANTEE against the lawful claims and demands of all persons whomsoever. IT IS EXPRESSLY UNDERSTOOD AND AGREED that all rights of ownership of the Access Easement not inconsistent with the easement rights herein conveyed to Grantee are reserved to Grantor. Subject to the terms and conditions hereof, Grantor shall have the right at its sole discretion to grant such other easements, rights or privileges to other persons and entities so long as such grants shall not unreasonably interfere with rights and privileges conveyed herein to Grantee. IN WITNESS WHEREOF, the said Grantor has caused these presents to be executed in its name by its City Manager, countersigned by its Mayor, attested by its City Clerk, and its official seal hereto affixed, the day and date first above written. Countersigned: Frank V. Hibbard, Mayor By: ATTEST: CITY OF CLEARWATER, FLORIDA Iliam B. Horne, 11, City Manager Cynthia E. Goudeau, City Clerk STATE OF FLORIDA COUNTY OF PINELLAS P*_] BEFORE ME, the undersigned, personally appeared Frank V. Hibbard, the Mayor of the City of Clearwater, Florida, who executed the foregoing instrument and acknowledged the execution thereof to be his free act and deed for the use and purposes herein set forth, and who is personally known to me. WITNESS my hand and official seat this day of 12010, Notary Public - State of Florida Print/type name: 2 Item # 31 Attachment number 1 Page 25 of 25 STATE OF FLORIDA COUNTY OF PINELLAS : 55 BEFORE ME, the undersigned, personally appeared William S. Horne, 11, City Manager of the City of Clearwater, Florida, who executed the foregoing instrument and acknowledged the execution thereof to be his free act and deed for the use and purposes herein set forth, and who is personally known to me. WITNESS my hand and official seal this day of , 2010. Notary Public - State of Florida Print/type name: Approved as to form: Laura Mahony, Assistant City Attorney Item # 31 Attachment number 2 Page 1 of 1 I EXHIBIT "A" (Not to scale) r I -? 50' ?23,750 SF 0,545 AC-) ACCE I AT rsa'uf f . 4 4 ' t( I SILVER I 18.1g y DOLLAR ACRE TRAP LEASE CLUB PARCEL i I Y, i _ crux z6; i I 4 IP jJ r ;.I r Item # 31 Attachment number 3 Page 1 of 2 RESOLUTION 09 - 55 A RESOLUTION OF THE CITY OF CLEARWATER, FLORIDA ("CITY'), AUTHORIZING THE GRANT, SALE AND TRANSFER TO SILVER DOLLAR SHOOTERS RESORT, L.L.C., A DELAWARE LIMITED LIABILITY COMPANY ("BUYER"), CERTAIN REAL PROPERTY AS LEGALLY DESCRIBED IN THAT CONTRACT FOR SALE OF REAL PROPERTY BY THE CITY OF CLEARWATER, FLORIDA, TOGETHER WITH ALL ATTACHMENTS THERETO ("CONTRACT"), APPENDED HERETO AS EXHIBIT "A", PROVIDING FOR SAID GRANT, SALE AND TRANSFER; PROVIDING AN EFFECTIVE DATE. WHEREAS, the City is the Lessor, and the Buyer is the Lessee under that certain Lease Agreement dated February 14, 1994, as modified by that certain Lease Modification Agreement dated February 4, 2009 (collectively, the "Lease"), for the lease of certain real property in Hillsborough County, Florida, as more particularly described in the Lease (the "Property"); and, WHEREAS, the Lease provides for a Right of First Refusal to purchase the Property should the City declare the Property surplus and issue an invitation for bid; and, WHEREAS, in accordance with requirements of Section 2.01(d)(5) of the City Charter, on May 22, 2009 the City obtained an appraisal of the Property; and, WHEREAS, in an advertised public meeting on September 17, 2009 the Clearwater City Council found the Property no longer served a valid purpose, declared such Property surplus and authorized advertising for bid in the minimum amount of its $240,000 appraised valuation pursuant to Invitation For Bid 23-09 ("Bid"); and, WHEREAS, said Bid was duly advertised and issued on September 21, 2009; and, WHEREAS, Buyer exercised its Right of First Refusal during the bid period by offering to purchase the Property for an amount not less than the market value of the land; and, Item # 31 Attachment number 3 Page 2 of 2 WHEREAS, upon due mutual consideration, the City and Buyer have concurrent herewith entered into that certain Contract providing for the terms of said sale; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CLEARWATER, FLORIDA: Section 1. The grant, sale and transfer of the real property pursuant to terms and conditions of the Contract as executed by its City Manager, countersigned by its Mayor, and attested by its City Clerk, is hereby specifically authorized. Section 5. The City Manager or his designee is hereby authorized to execute all related transaction closing documents and any corrective instruments as may be required to perfect title with respect to the property described herein. Section 6. This resolution shall take effect immediately upon adoption. PASSED AND ADOPTED this day of Approved as to form: Laura Mahony, Asst. City Attorney 2009. Frank V. Hibbard, Mayor Attest: Cynthia E. Goudeau, City Clerk 2 Item # 31 Attachment number 4 LOCATOR MAP: SILVER DOLLAR TRAP CLUB LEASE PARCEL ODESSA, HILLSBOROUGH COUNTY, FL. o? 5li ft , ? L , , i 1 u 1 Lii Item # 31 Attachment number r .?U r; 'jq 11 -- Li i Item # 31 City Council Agenda Council Chambers - City Hall SUBJECT / RECOMMENDATION: Meeting Date: 12/17/2009 Approve the Utility Work by Highway Contractor Agreement with the State of Florida Department of Transportation (FDOT) in the amount of $666,000.72 for the relocation of existing potable water facilities impacted by the FDOT's SR 55 (US 19) from south of McCormick Drive to north of First Avenue Project, FPN: 256890-2-56-02 and adopt Resolution 09-52. SUMMARY: The Florida Department of Transportation (FDOT) has designed the roadway improvements of SR 55 (US 19) from south of McCormick Dr. to north of First Ave. Improvements will include northbound frontage road improvements. This roadway improvement project will necessitate the relocation or adjustment of the City's water mains and appurtenances within the project limits. The City of Clearwater's Engineering Department has coordinated the design for these utilities with FDOT representatives. FDOT will receive bids for the combined roadway improvements and utility relocation work and award a contract to the low bidder. The amounts included on this agenda item are the engineer's estimate, and are subject to change. The exact costs will be determined by the contractor's bid and may vary from this amount. The project will be competitively bid by FDOT. Sufficient budget and funding with 2009 Water and Sewer Revenue Bond proceeds is available in project 0376-96742, Line Relocation Capitalized in the amount of $666,000.72. Type: Capital expenditure Current Year Budget?: Yes Budget Adjustment Comments: Budget Adjustment: None Current Year Cost: $666,000.72 Annual Operating Cost: Not to Exceed: $666,000.72 Total Cost: $666,000.72 For Fiscal Year: 2009 to 2010 Appropriation Code Amount Appropriation Comment 0376-96742-563800-533-000- 666,000.72 Water Line Relocation 0000 Bid Required?: No Bid Number: Other Other Bid / Contract: Bid Exceptions: Government Bid Cover Memo Item # 32 Review Approval: 1) Office of Management and Budget 2) Legal 3) Clerk 4) Assistant City Manager 5) Clerk 6) City Manager 7) Clerk 7 7 S 1 (SR 55) From oath of McCormick Dr. t north of First Ave. r? A. E Attachment number 2 Page 1 of 2 RESOLUTION NO. 09-52 A RESOLUTION OF THE CITY OF CLEARWATER, FLORIDA, AUTHORIZING THE UTILITY WORK BY HIGHWAY CONTRACTOR AGREEMENT WITH THE STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION FOR THE RELOCATION OF EXISTING POTABLE WATER FACILITIES WITHIN THE STATE ROAD 55 (US19) FROM SOUTH OF McCORMICK DRIVE TO NORTH OF FIRST AVENUE PROJECT; PROVIDING AN EFFECTIVE DATE. WHEREAS, the State of Florida Department of Transportation, hereinafter referred to as FDOT, proposes to construct or improve SR 55 (US 19) from south of McCormick Dr. to north of First Ave., hereinafter referred to as the "Project"; and WHEREAS, in order for the FDOT to proceed with their Project, it is necessary for the City of Clearwater to execute and deliver to FDOT the agreement identified as "Utility Work by Highway Contractor Agreement," hereinafter referred to as the "Agreement"; and WHEREAS, said Agreement is in the best interest of the City of Clearwater. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CLEARWATER, FLORIDA: Section 1. That the application of the State of Florida Department of Transportation for a Utility Work By Highway Contractor Agreement is for transportation purposes which are in the public or community interest and for public welfare; that an agreement of utility interest, or interests, in favor of the State of Florida Department of Transportation, in the City of Clearwater, Florida, should be drawn and executed by the City Council. Section 2. A certified copy of this Resolution shall be forwarded forthwith to the State of Florida Department of Transportation at Tallahassee, Florida. Section 3. This resolution shall take effect immediately upon adoption. Resolution Ndeffi,4232 Attachment number 2 Page 2 of 2 PASSED AND ADOPTED this day of Approved as to form: Camilo A. Soto Assistant City Attorney 2009. Frank V. Hibbard Mayor Attest: Cynthia E. Goudeau City Clerk 2 Resolution Nde -4232 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION UTILITY WORK BY HIGHWAY CONTRACTOR AGREEMENT (AT UTILITY EXPENSE) Attachment number 3 Page 1 of 9 Form No. 710-010-22 UTILITIES 10/04 Financial Project ID: 256890-2-56-02 Federal Project ID: County: Pinellas State Road No.: 55 District Document No: Utility Agency/Owner (UAO): City of Clearwater 111-=: 11 THIS AGREEMENT, entered into this day of year of , by and between the STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION, hereinafter referred to as the "FDOT", and City of Clearwater, hereinafter referred to as the "UAO"; WITNESSETH: WHEREAS, the FDOT, is constructing, reconstructing, or otherwise changing a portion of a public road or publicly owned rail corridor, said project being identified as US-19 Northbound Frontage Road from South of McCormick Road to North of First Avenue , State Road No.: 55, hereinafter referred to as the "Project"; and WHEREAS, the UAO owns or desires to install certain utility facilities which are located within the limits of the Project hereinafter referred to as the "Facilities" (said term shall be deemed to include utility facilities as the same may be relocated, adjusted, installed, or placed out of service pursuant to this Agreement); and WHEREAS, the Project requires the location (vertically and/or horizontally), protection, relocation, installation, adjustment or removal of the Facilities, or some combination thereof, hereinafter referred to as "Utility Work"; and WHEREAS, the FDOT and the UAO desire to enter into a joint agreement pursuant to Section 337.403(1)(b), Florida Statutes for the Utility Work to be accomplished by the FDOT's contractor as part of the construction of the Project; and WHEREAS, the UAO, pursuant to the terms and conditions hereof, will bear certain costs associated with the Utility Work; NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the FDOT and the UAO hereby agree as follows: Design of Utility Work a. UAO shall prepare, at UAO's sole cost and expense, a final engineering design, plans, technical special provisions, a cost estimate, and a contingency Utility Work Schedule (said contingency schedule to be used in the case of a bid rejection) for the Utility Work (hereinafter referred to as the "Plans Package") on or before October, year of 2009. b. The Plans Package shall be in the same format as the FDOT's contract documents for the Project and shall be suitable for reproduction. C. Unless otherwise specifically directed in writing, the Plans Package shall include any and all activities and work effort required to perform the Utility Work, including but not limited to, all clearing and grubbing, survey work and shall include a traffic control plan. d. The Plans Package shall be prepared in compliance with the FDOT's Utility Accommodation Manual and the FDOT's Plans Preparation Manual in effect at the time the Plans Package is prepared, and the FDOT's contract documents for the Project. If the FDOT's Plans Preparation Manual has been updated and conflicts with the Utility Accommodation Manual, the Utility Accommodation Manual shall apply where such conflicts exist. e. The technical special provisions which are a part of the Plans Package shall be prepared in accordance with the FDOT's guidelines on preparation of technical special provisions and shall not Page 1 of 9 Item # 32 Attachment number 3 Page 2 of 9 -010-22 E Form No. 710S STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION UTILITILITIE UTILITY WORK BY HIGHWAY CONTRACTOR AGREEMENT 10/04 (AT UTILITY EXPENSE) duplicate or change the general contracting provisions of the FDOT's Standard Specifications for Road and Bridge Construction and any Supplemental Specifications, Special Provisions, or Developmental Specifications of the FDOT for the Project. UAO shall provide a copy of the proposed Plans Package to the FDOT, and to such other right of way users as designated by the FDOT, for review at the following stages: Post Phase III Design. Priorto submission of the proposed Plans Package for review at these stages, the UAO shall send the FDOT a work progress schedule explaining how the UAO will meet the FDOT's production schedule. The work progress schedule shall include the review stages, as well as other milestones necessary to complete the Plans Package within the time specified in Subparagraph a. above. In the event that the FDOT finds any deficiencies in the Plans Package during the reviews performed pursuant to Subparagraph f. above, the FDOT will notify the UAO in writing of the deficiencies and the UAO will correct the deficiencies and return corrected documents within the time stated in the notice. The FDOT's review and approval of the documents shall not relieve the UAO from responsibility for subsequently discovered errors or omissions. The FDOT shall furnish the UAO such information from the FDOT's files as requested by the UAO; however, the UAO shall at all times be and remain solely responsible for proper preparation of the Plans Package and for verifying all information necessary to properly prepare the Plans Package, including survey information as to the location (both vertical and horizontal) of the Facilities. The providing of information by the FDOT shall not relieve the UAO of this obligation nor transfer any of that responsibility to the FDOT. The Facilities and the Utility Work will include all utility facilities of the UAO which are located within the limits of the Project, except as generally summarized as follows: N/A. These exceptions shall be handled by separate arrangement. If any facilities of the UAO located within the project limits are discovered after work on the project commences to be qualified for relocation at the FDOT's expense, but not previously identified as such, the UAO shall file a claim with the FDOT for recovery of the cost of relocation thereof. The filing of the claim shall not necessarily entitle the UAO to payment, and resolution of the claim shall be based on a determination of fault for the error. The discovery of facilities not previously identified as being qualified for relocation at the FDOT's expense shall not invalidate this Agreement. k. The UAO shall fully cooperate with all other right of way users in the preparation of the Plans Package. Any conflicts that cannot be resolved through cooperation shall be resolved in the manner determined by the FDOT. Upon completion of the Utility Work, the Facilities shall be deemed to be located on the public road or publicly owned rail corridor under and pursuant to the Utility Permit: To be provided separatly. (Note: It is the intent of this line to allow either attachment of or separate reference to the permit). Performance of Utility Work a. The FDOT shall incorporate the Plans Package into its contract for construction of the Project. b. The FDOT shall procure a contract for construction of the Project in accordance with the FDOT's requirements. C. If the portion of the bid of the contractor selected by the FDOT which is for performance of the Utility Work exceeds the FDOT's official estimate for the Utility Work by more than ten percent (10%) and the FDOT does not elect to participate in the cost of the Utility Work pursuant to Section 337.403(1)(b), Florida Statutes, the UAO may elect to have the Utility Work removed from the FDOT's contract by notifying the FDOT in writing within 14 days from the date that the UAO is notified of the bid amount. Unless this election is made, the Utility Work shall be performed as part of the Page 2 of 9 Item # 32 Attachment number 3 Page 3 of 9 -010-22 E Form No. 710S STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION UTILITILITIE UTILITY WORK BY HIGHWAY CONTRACTOR AGREEMENT 10/04 (AT UTILITY EXPENSE) Project by the FDOT's contractor. If the UAO elects to remove the Utility Work from the FDOT's contract in accordance with Subparagraph 2. c., the UAO shall perform the Utility Work separately pursuant to the terms and conditions of the FDOT's standard relocation agreement, the terms and conditions of which are incorporated herein for that purpose by this reference, and in accordance with the contingency relocation schedule which is a part of the Plans Package. The UAO shall proceed immediately with the Utility Work so as to cause no delay to the FDOT or the FDOT's contractor in constructing the Project. e. The UAO shall perform all engineering inspection, testing, and monitoring of the Utility Work to insure that it is properly performed in accordance with the Plans Package, except for the following activities: N/A and will furnish the FDOT with daily diary records showing approved quantities and amounts for weekly, monthly, and final estimates in accordance with the format required by FDOT procedures. Except for the inspection, testing, monitoring, and reporting to be performed by the UAO in accordance with Subparagraph 2. e., the FDOT will perform all contract administration for its construction contract. The UAO shall fully cooperate with the FDOT and the FDOT's contractor in all matters relating to the performance of the Utility Work. The FDOT's engineer has full authority over the Project and the UAO shall be responsible for coordinating and cooperating with the FDOT's engineer. In so doing, the UAO shall make such adjustments and changes in the Plans Package as the FDOT's engineer shall determine are necessary for the prosecution of the Project. The UAO shall not make any changes to the Plans Package after the date on which the FDOT's contract documents are mailed to Tallahassee for advertisement of the Project unless those changes fall within the categories of changes which are allowed by supplemental agreement to the FDOT's contract pursuant to Section 337.11, Florida Statutes. All changes, regardless of the nature of the change or the timing of the change, shall be subject to the prior approval of the FDOT. Cost of Utility Work a. The UAO shall be responsible for all costs of the Utility Work and all costs associated with any adjustments or changes to the Utility Work determined by the FDOT's engineer to be necessary, including, but not limited to the cost of changing the Plans Package and the increase in the cost of performing the Utility Work, unless the adjustments or changes are necessitated by an error or omission of the FDOT. The UAO shall not be responsible for the cost of delays caused by such adjustments or changes unless they are attributable to the UAO pursuant to Subparagraph 4.a. b. The initial estimate of the cost of the Utility Work is $666,000.72. At such time as the FDOT prepares its official estimate, the FDOT shall notify the UAO of the amount of the official estimate for the Utility Work. Upon being notified of the official estimate, the UAO shall have five (5) working days within which to accept the official estimate for purposes of making deposits and for determining any possible contribution on the part of the FDOT to the cost of the Utility Work, or to elect to have the Utility Work removed from the FDOT's contract and performed separately pursuant to the terms and conditions set forth in Subparagraph 2. d. hereof. C. At least Fourteen (14 ) calendar days prior to the date on which the FDOT advertises the Project for bids, the UAO will pay to the FDOT an amount equal to the FDOT's official estimate; plus 5% for administrative costs of field work, tabulation of quantities, Final Estimate processing and Project accounting (said amounts are to be hereinafter collectively referred to as the Allowances); plus 10% of the official estimate for a contingency fund to be used as hereinafter provided for changes to the Utility Work during the construction of the Project (the Contingency Fund). Page 3 of 9 Item # 32 Attachment number 3 Page 4 of 9 -010-22 E Form No. 710S STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION UTILITILITIE UTILITY WORK BY HIGHWAY CONTRACTOR AGREEMENT 10/04 (AT UTILITY EXPENSE) Payment of the funds pursuant to this paragraph will be made (choose one): ? directly to the FDOT for deposit into the State Transportation Trust Fund. ® as provided in the attached Memorandum of Agreement between UAO, FDOT and the State of Florida, Department of Financial Services, Division of Treasury. Deposits of less than $100,000.00 must be pre-approved by the Department of Financial Services and FDOT Comptroller's Office prior to execution of this agreement. e. If the portion of the contractor's bid selected by the FDOT for performance of the Utility Work exceeds the amount of the deposit made pursuant to Subparagraph c. above, then subject to and in accordance with the limitations and conditions established by Subparagraph 2. c. hereof regarding FDOT participation in the cost of the Utility Work and the UAO's election to remove the Utility Work from the Project, the UAO shall, within fourteen (14) calendar days from notification from the FDOT or prior to posting of the accepted bid, whichever is earlier, pay an additional amount to the FDOT to bring the total amount paid to the total obligation of the UAO for the cost of the Utility Work, plus Allowances and 10% Contingency Fund. The FDOT will notify the UAO as soon as it becomes apparent the accepted bid amount plus allowances and contingency is in excess of the advance deposit amount; however, failure of the FDOT to so notify the UAO shall not relieve the UAO from its obligation to pay for its full share of project costs on final accounting as provided herein below. In the event that the UAO is obligated under this Subparagraph 3.e. to pay an additional amount and the additional amount that the UAO is obligated to pay does not exceed the Contingency Fund already on deposit, the UAO shall have sixty (60) calendar days from notification from the FDOT to pay the additional amount, regardless of when the accepted bid is posted. If the accepted bid amount plus allowances and contingency is less than the advance deposit amount, the FDOT will refund the amount that the advance deposit exceeds the bid amount, plus allowances and contingency if such refund is requested by the UAO in writing and approved by the Comptroller of the FDOT or his designee. Should contract modifications occurthat increase the UAO's share of total project costs, the UAO will be notified by the FDOT accordingly. The UAO agrees to provide, in advance of the additional work being performed, adequate funds to ensure that cash on deposit with the FDOT is sufficient to fully fund its share of the project costs. The FDOT shall notify the UAO as soon as it becomes apparent the actual costs will overrun the award amount; however, failure of the FDOT to so notify the UAO shall not relieve the UAO from its obligation to pay for its full share of project costs on final accounting as provided herein below. The FDOT may use the funds paid by the UAO for payment of the cost of the Utility Work. The Contingency Fund may be used for increases in the cost of the Utility Work which occur because of quantity overruns or because of adjustments or changes in the Utility Work made pursuant to Subparagraph 2. h. Prior to using any of the Contingency Fund, the FDOT will obtain the written concurrence of the person delegated that responsibility by written notice from the UAO. The delegatee shall respond immediately to all requests for written concurrence. If the delegatee refuses to provide written concurrence promptly and the FDOT determines that the work is necessary, the FDOT may proceed to perform the work and recover the cost thereof pursuant to the provisions of Section 337.403(3), Florida Statutes. In the event that the Contingency Fund is depleted, the UAO shall, within fourteen (14) calendar days from notification from the FDOT, pay to the FDOT an additional 10% of the total obligation of the UAO for the cost of the Utility Work established under Subparagraph 3. e. for future use as the Contingency Fund. Upon final payment to the Contractor, the FDOT intends to have its final and complete accounting of all costs incurred in connection with the work performed hereunder within three hundred sixty (360) days. All project cost records and accounts shall be subject to audit by a representative of the UAO Page 4 of 9 Item # 32 Attachment number 3 Page 5 of 9 -010-22 E Form No. 710S STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION UTILITILITIE UTILITY WORK BY HIGHWAY CONTRACTOR AGREEMENT 10/04 (AT UTILITY EXPENSE) for a period of three (3) years after final close out of the Project. The UAO will be notified of the final cost. Both parties agree that in the event the final accounting of total project costs pursuant to the terms of this agreement is less than the total deposits to date, a refund of the excess will be made by the FDOT to the UAO in accordance with Section 215.422, Florida Statutes. In the event said final accounting of total project costs is greater than the total deposits to date, the UAO will pay the additional amount within forty (40) calendar days from the date of the invoice. The UAO agrees to pay interest at a rate as established pursuant to Section 55.03, Florida Statutes, on any invoice not paid within the time specified in the preceding sentence until the invoice is paid. 4 Claims Against UAO a. The UAO shall be responsible for all costs incurred as a result of any delay to the FDOT or its contractors caused by errors or omissions in the Plans Package (including inaccurate location of the Facilities) or by failure of the UAO to properly perform its obligations under this Agreement in a timely manner. b. In the event the FDOT's contractor provides a notice of intent to make a claim against the FDOT relating to the Utility Work, the FDOT will notify the UAO of the notice of intent and the UAO will thereafter keep and maintain daily field reports and all other records relating to the intended claim. C. In the event the FDOT's contractor makes any claim against the FDOT relating to the Utility Work, the FDOT will notify the UAO of the claim and the UAO will cooperate with the FDOT in analyzing and resolving the claim within a reasonable time. Any resolution of any portion of the claim directly between the UAO and the FDOT's contractor shall be in writing, shall be subject to written FDOT concurrence and shall specify the extent to which it resolves the claim against the FDOT. The FDOT may withhold payment of surplus funds to the UAO until final resolution (including any actual payment required) of all claims relating to the Utility Work. The right to withhold shall be limited to actual claim payments made by the FDOT to the FDOT's contractor. 5 Out of Service Facilities No Facilities shall be placed out of service unless specifically identified as such in the Plans. The following terms and conditions shall apply to Facilities placed Out-of-Service: a. The UAO acknowledges its present and continuing ownership of and responsibility for out of service Facilities. b. The FDOT agrees to allow the UAO to leave the Facilities within the right of way subject to the continuing satisfactory performance of the conditions of this Agreement by the UAO. In the event of a breach of this Agreement by the UAO, the Facilities shall be removed upon demand from the FDOT in accordance with the provisions of Subparagraph e. below. C. The UAO shall take such steps to secure the Facilities and otherwise make the Facilities safe in accordance with any and all applicable local, state or federal laws and regulations and in accordance with the legal duty of the UAO to use due care in its dealings with others. The UAO shall be solely responsible for gathering all information necessary to meet these obligations. The UAO shall keep and preserve all records relating to the Facilities, including, but not limited to, records of the location, nature of, and steps taken to safely secure the Facilities and shall promptly respond to information requests of the FDOT or other permittees using or seeking use of the right of way. e. The UAO shall remove the Facilities at the request of the FDOT in the event that the FDOT determines that removal is necessary for FDOT use of the right of way or in the event that the FDOT Page 6 of 9 Item # 32 Attachment number 3 Page 6 of 9 -010-22 E Form No. 710S STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION UTILITILITIE UTILITY WORK BY HIGHWAY CONTRACTOR AGREEMENT 10/04 (AT UTILITY EXPENSE) determines that use of the right of way is needed for other active utilities that cannot be otherwise accommodated in the right of way. Removal shall be at the sole cost and expense of the UAO and without any right of the UAO to object or make any claim of any nature whatsoever with regard thereto. Removal shall be completed within the time specified in the FDOT's notice to remove. In the event that the UAO fails to perform the removal properly within the specified time, the FDOT may proceed to perform the removal at the UAO's expense pursuant to the provisions of Sections 337.403 and 337.404, Florida Statutes. Except as otherwise provided in Subparagraph e. above, the UAO agrees that the Facilities shall forever remain the legal and financial responsibility of the UAO. The UAO shall reimburse the FDOT for any and all costs of any nature whatsoever resulting from the presence of the Facilities within the right of way. Said costs shall include, but shall not be limited to, charges or expenses which may result from the future need to remove the Facilities or from the presence of any hazardous substance or material in or discharging from the Facilities. Nothing in this paragraph shall be interpreted to require the UAO to indemnify the FDOT for the FDOT's own negligence; however, it is the intent that all other costs and expenses of any nature be the responsibility of the UAO. Default a. In the event that the UAO breaches any provision of this Agreement, then in addition to any other remedies which are otherwise provided for in this Agreement, the FDOT may exercise one or more of the following options, provided that at no time shall the FDOT be entitled to receive double recovery of damages: (1) Terminate this Agreement if the breach is material and has not been cured within sixty (60) days from written notice thereof from FDOT. (2) Pursue a claim for damages suffered by the FDOT. (3) If the Utility Work is reimbursable under this Agreement, withhold reimbursement payments until the breach is cured. The right to withhold shall be limited to actual claim payments made by FDOT to third parties. (4) If the Utility Work is reimbursable under this Agreement, offset any damages suffered bythe FDOT or the public against payments due under this Agreement for the same Project. The right to offset shall be limited to actual claim payments made by FDOT to third parties. (5) Suspend the issuance of further permits to the UAO for the placement of Facilities on FDOT property if the breach is material and has not been cured within sixty (60) days from written notice thereof from FDOT. (6) Pursue any other remedies legally available. (7) Perform any work with its own forces or through contractors and seek repayment forthe cost thereof under Section 337.403(3), Florida Statutes. b. In the event that the FDOT breaches any provision of this Agreement, then in addition to any other remedies which are otherwise provided for in the Agreement, the UAO may exercise one or more of the following options: (1) Terminate this Agreement if the breach is material and has not been cured within sixty (60) days from written notice thereof from the UAO. (2) If the breach is a failure to pay an invoice for Utility Work which is reimbursable under this Agreement, pursue any statutory remedies that the UAO may have for failure to pay invoices. Page 6 of 9 Item # 32 Attachment number 3 Page 7 of 9 -010-22 E Form No. 710S STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION UTILITILITIE UTILITY WORK BY HIGHWAY CONTRACTOR AGREEMENT 10/04 (AT UTILITY EXPENSE) (3) Pursue any other remedies legally available. c. Termination of this Agreement shall not relieve either party from any obligations it has pursuant to other agreements between the parties nor from any statutory obligations that either party may have with regard to the subject matter hereof. Force Majeure Neither the UAO nor the FDOT shall be liable to the other for any failure to perform under this Agreement to the extent such performance is prevented by an act of God, war, riots, natural catastrophe, or other event beyond the control of the non-performing party and which could not have been avoided or overcome by the exercise of due diligence; provided that the party claiming the excuse from performance has (a) promptly notified the other party of the occurrence and its estimate duration, (b) promptly remedied or mitigated the effect of the occurrence to the extent possible, and (c) resumed performance as soon as possible. 8. Indemnification FOR GOVERNMENT-OWNED UTILITIES, To the extent provided by law, the UAO shall indemnify, defend, and hold harmless the FDOT and all of its officers, agents, and employees from any claim, loss, damage, cost, charge, or expense arising out of any acts, action, error, neglect, or omission by the UAO, its agents, employees, or contractors during the performance of the Agreement, whether direct or indirect, and whether to any person or property to which FDOT or said parties may be subject, except that neither the UAO, its agents, employees, or contractors will be liable under this section for damages arising out of the injury or damage to persons or property directly caused by or resulting from the negligence of the FDOT or any of its officers, agents, or employees during the performance of this Agreement. When the FDOT receives a notice of claim for damages that may have been caused by the UAO in the performance of services required under this Agreement, the FDOT will immediately forward the claim to the UAO. The UAO and the FDOT will evaluate the claim and report their findings to each other within fourteen (14) working days and will jointly discuss options in defending the claim. After reviewing the claim, the FDOT will determine whether to require the participation of the UAO in the defense of the claim orto require the UAO to defend the FDOT in such claim as described in this section. The FDOT's failure to notify the UAO of a claim shall not release the UAO from any of the requirements of this section. The FDOT and the UAO will pay their own costs for the evaluation, settlement negotiations, and trial, if any. However, if only one party participates in the defense of the claim at trial, that party is responsible for all costs. FOR NON-GOVERNMENT-OWNED UTILITIES, The UAO shall indemnify, defend, and hold harmless the FDOT and all of its officers, agents, and employees from any claim, loss, damage, cost, charge, or expense arising out of any acts, action, error, neglect, or omission by the UAO, its agents, employees, or contractors during the performance of the Agreement, whether direct or indirect, and whether to any person or property to which FDOT or said parties may be subject, except that neitherthe UAO, its agents, employees, or contractors will be liable underthis section for damages arising out of the injury or damage to persons or property directly caused by or resulting from the negligence of the FDOT or any of its officers, agents, or employees during the performance of this Agreement. The UAO's obligation to indemnify, defend, and pay for the defense or at the FDOT's option, to participate and associate with the FDOT in the defense and trial of any damage claim or suit and any related settlement negotiations, shall arise within fourteen (14) days of receipt by the UAO of the FDOT's notice of claim for indemnification to the UAO. The notice of claim for indemnification shall be served by certified mail. The UAO's obligation to defend and indemnify within fourteen (14) days of such notice shall not be excused because of the UAO's inability to evaluate liability or because the UAO evaluates liability and determines the Item # 32 Page 7 of 9 Attachment number 3 Page 8 of 9 -010-22 E Form No. 710S STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION UTILITILITIE UTILITY WORK BY HIGHWAY CONTRACTOR AGREEMENT 10/04 (AT UTILITY EXPENSE) 10. UAO is not liable or determines the FDOT is solely negligent. Only a final adjudication of judgment finding the FDOT solely negligent shall excuse performance of this provision by the UAO. The UAO shall pay all costs and fees related to this obligation and its enforcement by the FDOT. The FDOT's delay in notifying the UAO of a claim shall not release UAO of the above duty to defend. Miscellaneous a. Time is of essence in the performance of all obligations under this Agreement. b. The Facilities shall at all times remain the property of and be properly protected and maintained by the UAO in accordance with the current Utility Accommodation Manual in effect at the time the Plans Package is prepared and the current utility permit for the Facilities; provided, however, that the UAO shall not be obligated to protect or maintain any of the Facilities to the extent the FDOT's contractor has that obligation as part of the Utility Work pursuant to the FDOT's specifications. C. The FDOT may unilaterally cancel this Agreement for refusal by the UAO to allow public access to all documents, papers, letters, or other material subject to the provisions of Chapter 119, Florida Statutes, and made or received by the UAO in conjunction with this Agreement. d. This Agreement constitutes the complete and final expression of the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, or negotiations with respect thereto, except that the parties understand and agree that the FDOT has manuals and written policies and procedures which may be applicable at the time of the Project and the relocation of the Facilities. e. This Agreement shall be governed by the laws of the State of Florida. Any provision hereof found to be unlawful or unenforceable shall be severable and shall not affect the validity of the remaining portions hereof. f. All notices required pursuant to the terms hereof may be sent by first class United States Mail, facsimile transmission, hand delivery, or express mail and shall be deemed to have been received by the end of five business days from the proper sending thereof unless proof of prior actual receipt is provided. The UAO shall have a continuing obligation to notify each District of the FDOT of the appropriate persons for notices to be sent pursuant to this Agreement. Unless otherwise notified in writing, notices shall be sent to the following addresses: If to the UAO: Michael D. Quillen, P. E., City Engineer Citv of Clearwater 100 South Myrtle Avenue, Suite 220 Clearwater, FL 33756 If to the FDOT: Sally Prescott, District Utility Administrator Florida Department of Transportation District Seven 11201 N. McKinley Drive MS-7-820 Tampa, FI 33612-6403 CertiTica ion This document is a printout of an FDOT form maintained in an electronic format and all revisions thereto by the UAO in the form of additions, deletions, or substitutions are reflected only in an Appendix entitled Changes To Form Document and no change is made in the text of the document itself. Hand notations on affected portions of this document may refer to changes reflected in the above-named Appendix but are for reference purposes only and do not change the terms of the document. By signing this document, the UAO hereby represents that no change has been made to the text of this document except through the terms of the appendix entitled Changes to Form Document. Page 8 of 9 Item # 32 Attachment number 3 Page 9 of 9 -010-22 E Form No. 710S STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION UTILITILITIE UTILITY WORK BY HIGHWAY CONTRACTOR AGREEMENT 10/04 (AT UTILITY EXPENSE) You MUST signify by selecting or checking which of the following applies ? No changes have been made to this Form Document and no Appendix entitled "Changes to Form Document" is attached. ® No changes have been made to this Form Document, but changes are included on the attached Appendix entitled "Changes to Form Document." IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective the day and year first written. UTILITY: City of Clearwater BY:(Signature) DATE: (Typed Name: See Appendix) (Typed Title: ) Recommend Approval by the District Utility Office BY: (Signature) FDOT Legal review BY: (Signature) District Counsel STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION BY: (Signature) (Typed Name: Scott W. Collister, P. E., CPCM) DATE: DATE: DATE: (Typed Title: Director of Transportation Development) FEDERAL HIGHWAY ADMINISTRATION (if applicable) BY (Typed Name: ) (Typed Title: ) DATE: Page 9 of 9 Item # 32 Attachment number 4 Page 1 of 1 APPENDIX State of Florida Department of Transportation UTILITY WORK BY HIGHWAY CONTRACTOR AGREEMENT CHANGES TO FORMS DOCUMENT FPID: 256890-2-56-02 1. Page 9 of 9, following "IN WITNESS WHEREOF... year first within." Add the following signature blocks following the "Utility... (Typed Title)" blank: Countersigned: Frank Hibbard Mayor City of Clearwater, Florida By: William B. Horne, II City Manager Approved as to form: Camilo Soto Assistant City Attorney Attest: Cynthia E. Goudeau City Clerk Item # 32 Attachment number 5 Page 1 of 2 MEMORANDUM OF AGREEMENT THIS AGREEMENT, made and entered into this __ , day of , 2009, by and between the State of Florida, Department of Transportation, hereinafter referred to as YDOT" and the State of Florida, Department of Financial Services, Division of Treasury and ( City of Clearwater ) hereinafter referred to as the "Participant". WITNESSETH WHEREAS, "FDOT" is currently constructing the following project: Financial Project Number: 256890-2-56-02 County: Pinellas hereinafter referred to as the "Project". NOTE: ONLY THE NEXT TWO PARAGRAPHS MAY BE MODIFIED AS APPROPRIATE WITHOUT PRIOR APPROVAL OF FDOT'S COMPTROLLER. WHEREAS, FDOT and the Participant entered into a Locally Funded Agreement dated wherein DOT agreed to perform certain work on behalf of the Participant in conjunction with the Project. WHEREAS, the parties to this AGREEMENT mutually agreed that it would be in the best interest of the FDOT and the Participant to establish an interest bearing escrow account to provide funds for the work performed on the Project on behalf of the Participant by the FDOT. NOW THEREFORE, in consideration of the premises and the covenants contained herein, the parties agree to the following: 1. An initial deposit in the amount of $ six hundred and sixtysix thousand dollars and seventytwo cents will be made by the Participant into an interest bearing escrow account established by the FDOT for the purposes of the project. Said escrow account will be opened with the Department of Financial Services, Division of Treasury, Bureau of Collateral Management on behalf of the FDOT upon receipt of this Memorandum of Agreement. Such account will be an asset of FDOT. 2. Other deposits will be made only by the Participant as necessary to cover the cost of additional work prior to the execution of any Supplemental Agreements. Item # 32 Attachment number 5 Page 2 of 2 3. All deposits shall be made payable to the Department of Financial Services, Revenue Processina and mailed to the FDOT Office of Comptroller for appropriate processing at the following address: Please wire funds to: Department of Financial Services c/o Bank of America315 S. Calhoun Street Post Office Box 5257 Tallahassee, FL 32301 Bank Phone: (850) 561-1799 A copy of this Agreement should accompany any deposits. When the check is mailed to Tallahassee, the District Office should instruct the Participant to mail the District Office a copy of the check. 4. The FDOT's Comptroller and/or her designees shall be the sole signatories on the escrow account with the Department of Financial Services and shall have sole authority to authorize withdrawals from said account. 5. Unless instructed otherwise by the parties hereto, all interest accumulated in the escrow account shall remain in the account for the purposes of the project as defined in the LFA. 6. The Department of Financial Services agrees to provide written confirmation of receipt of funds to the FDOT. 7. The Department of Financial Services further agrees to provide periodic reports to the FDOT. STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION COMPTROLLER STATE OF FLORIDA DEPARTMENT OF FINANCIAL SERVICES DIVISION OF TREASURY PARTICIPANT SIGNATURE William B. Horne, II City Manager PARTICIPANT NAME & TITLE 112 S. Osceola Avenue PARTICIPANT ADDRESS 59-6000289 FEDERAL EMPLOYER I.D. NUMBERm # 32 City Council Agenda Council Chambers - City Hall SUBJECT / RECOMMENDATION: City Manager Verbal Reports SUMMARY: Meeting Date: 12/17/2009 Review Approval: 1) Clerk Cover Memo Item # 33 City Council Agenda Council Chambers - City Hall SUBJECT / RECOMMENDATION: Other Council Action SUMMARY: Meeting Date: 12/17/2009 Review Approval: 1) Clerk Cover Memo Item # 34